Dongguan Aohai Technology Co.Ltd(002993)
Rules of procedure of the board of supervisors
April 2022
catalogue
Chapter I General Provisions Chapter II composition and powers of the board of supervisors Chapter III Supervision and inspection Chapter IV convening, presiding over and proposal of the meeting of the board of supervisors Chapter V notice and convening of the meeting of the board of supervisors 7 Chapter VI voting at the meeting of the board of supervisors 8 Chapter VII Supplementary Provisions nine
Dongguan Aohai Technology Co.Ltd(002993)
Rules of procedure of the board of supervisors
Chapter I General Provisions
Article 1 in order to regulate the organization and operation of the board of supervisors of Dongguan Aohai Technology Co.Ltd(002993) (hereinafter referred to as the “company”) and ensure that the board of supervisors independently exercises its supervision power according to law, in accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”) and the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”) Guidelines on self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board (hereinafter referred to as “guidelines on standardized operation of the main board”), listing rules of Shenzhen Stock Exchange (hereinafter referred to as “Listing Rules”) and other relevant laws, regulations, departmental rules, normative documents These rules are hereby formulated in accordance with industry regulations and the provisions of Dongguan Aohai Technology Co.Ltd(002993) articles of Association (hereinafter referred to as the “articles of association”).
Article 2 the board of supervisors shall exercise the power of supervision of the company according to law and protect the rights and interests of shareholders, the interests of the company and the legitimate rights and interests of employees from infringement. The securities affairs department shall assist the board of supervisors in handling the daily affairs of the board of supervisors.
Article 3 supervisors shall abide by laws, regulations and the articles of association and faithfully perform the duties of the board of supervisors and supervisors.
Article 4 the activities of supervisors exercising their supervisory power according to law shall be protected by law, and no unit or individual shall interfere. When supervisors perform their duties, the business departments of the company shall provide assistance, and shall not refuse, prevaricate or obstruct.
Chapter II composition and powers of the board of supervisors
Article 5 the board of supervisors is the supervisory body established by the company according to law, which is responsible for the general meeting of shareholders and reports its work to the general meeting of shareholders.
Article 6 the board of supervisors of the company is composed of three supervisors, with a chairman and a vice chairman. The chairman and vice chairman of the board of supervisors shall be elected by more than half of all supervisors. The chairman of the board of supervisors shall convene and preside over the meetings of the board of supervisors; If the chairman of the board of supervisors is unable or fails to perform his duties, the vice chairman of the board of supervisors shall convene and preside over the meeting of the board of supervisors; If the vice chairman of the board of supervisors is unable or fails to perform his duties, a supervisor jointly elected by more than half of the supervisors shall convene and preside over the meeting of the board of supervisors.
The board of supervisors shall include shareholders’ representatives and an appropriate proportion of employees’ representatives of the company, of which the proportion of employees’ representatives is one third of all supervisors. The staff representatives in the board of supervisors shall be democratically elected by the staff and workers of the company through the staff and workers’ Congress, the staff and workers’ Congress or other forms.
Article 7 If a supervisor fails to be re elected in time at the expiration of his term of office, or if the number of members of the board of supervisors is lower than the quorum due to the resignation of the supervisor during his term of office, the original supervisor shall still perform the duties of supervisor in accordance with the provisions of laws, administrative regulations and the articles of association before the re elected supervisor takes office.
Article 8 the board of supervisors shall exercise the following functions and powers:
(I) check the company’s finance;
(II) supervise the acts of directors and senior managers in performing their duties of the company, and put forward suggestions on the removal of directors and senior managers who violate laws, administrative regulations, the articles of association or the resolutions of the general meeting of shareholders; (III) require the directors and senior managers to correct when their acts harm the interests of the company;
(IV) propose to convene an extraordinary general meeting of shareholders, and convene and preside over the general meeting of shareholders when the board of directors fails to perform its duties of convening and presiding over the general meeting of shareholders as stipulated in the company law;
(V) put forward proposals to the general meeting of shareholders;
(VI) bring a lawsuit against directors and senior managers in accordance with Article 151 of the company law;
(VII) if the board of supervisors finds that the operation of the company is abnormal, it can investigate; When necessary, professional institutions such as accounting firms and law firms can be hired to assist them in their work;
(VIII) express opinions on whether the preparation and review procedures of the periodic reports of the board of directors comply with relevant regulations, and whether the contents reflect the actual situation of the company truly, accurately and completely, and express opinions on the internal control self-evaluation report of the board of directors;
(IX) other functions and powers specified in the resolutions of the general meeting of shareholders or the articles of association.
Article 9 the expenses necessary for the board of supervisors to exercise its functions and powers shall be borne by the company.
Article 10 the chairman of the board of supervisors shall exercise the following functions and powers:
(I) convene and preside over the meetings of the board of supervisors;
(II) check the implementation of the resolutions of the board of supervisors;
(III) report to the general meeting of shareholders on behalf of the board of supervisors.
Chapter III Supervision and inspection
Article 11 the board of supervisors shall supervise and inspect the following matters:
(I) finance of the company;
(II) implementation of resolutions of the general meeting of shareholders;
(III) the legality and compliance of major decision-making procedures of the board of directors and the company’s operation and management activities;
(IV) the performance of the directors and senior managers of the company and whether they have violated laws, administrative regulations, departmental rules, normative documents or the articles of association when performing their duties;
(V) other supervisory powers stipulated in the articles of association or authorized by the general meeting of shareholders.
Article 12 the board of supervisors shall promptly stop the board of directors and senior managers from violating laws, administrative regulations, departmental rules, normative documents and the articles of association. If the prevention is ineffective, it shall be reported to the general meeting of shareholders in time.
Article 13 main forms of supervision and inspection: the board of supervisors shall supervise and inspect relevant matters in accordance with legal procedures. It can take the methods of attending the board of directors as nonvoting delegates, selectively attending the general manager’s office meeting, special inspection, special research, on-site investigation, individual communication, consulting the company’s financial and audit and other periodic statements. If necessary, the Audit Department of the company shall be required to verify and explain, Entrust qualified accounting firms, audit firms, law firms and other professional institutions to carry out verification, evidence collection and other forms of work.
Article 14 the board of supervisors may take the following measures in view of the problems found during the performance of its supervisory power:
(I) give oral or written notice to require correction;
(II) report the inspection results to the directors and senior managers, put forward rectification suggestions, and report to the general meeting of shareholders when necessary;
(III) propose to the board of directors to convene an extraordinary general meeting of shareholders for major issues that need to be considered by the general meeting of shareholders, clarify the requirements such as the agenda of the meeting in writing, and submit it to the board of directors to convene; If the board of directors disagrees with the convening of the extraordinary general meeting of shareholders, or fails to give written feedback within 10 days after receiving the proposal, it shall be deemed that the board of directors is unable to perform or fails to perform the duty of convening the general meeting of shareholders, and the board of supervisors may convene and preside over it by itself. The convening procedure shall be the same as that of the general meeting of shareholders convened by the board of directors.
If the board of supervisors convenes and holds an extraordinary general meeting of shareholders on its own because the board of directors does not hold a meeting in response to the above requirements, the company shall provide necessary assistance to the board of supervisors;
(IV) report or appeal to the relevant state supervision institutions and judicial organs.
Article 15 the supervisors of the company shall supervise the directors and senior managers of the company’s compliance with relevant laws and regulations, these rules, other provisions of the exchange and the articles of association, as well as the performance of their duties and resolutions of the general meeting of shareholders. Directors and senior managers shall truthfully provide relevant information and materials to supervisors and shall not hinder supervisors from exercising their functions and powers.
In the process of performing their supervisory duties, the supervisor may propose to remove the directors and senior managers who violate the relevant provisions or resolutions of the preceding paragraph.
If the supervisor finds that the company’s directors and senior managers violate the relevant provisions or resolutions in paragraph 1, or have other acts harmful to the interests of the company, which have caused or may cause heavy losses to the company, he shall timely report to the board of directors and the board of supervisors, require the relevant parties to correct them, and report to the exchange.
Article 16 the board of supervisors shall supervise and inspect the holding enterprises under the company with reference to the above procedures.
Chapter IV convening, presiding over and proposal of the meeting of the board of supervisors
Article 17 the meetings of the board of supervisors are divided into regular meetings and interim meetings.
Article 18 the chairman of the board of supervisors shall convene and preside over the meetings of the board of supervisors; If the chairman of the board of supervisors is unable or fails to perform his duties, the vice chairman of the board of supervisors shall convene and preside over the meeting of the board of supervisors; If the vice chairman of the board of supervisors is unable or fails to perform his duties, a supervisor jointly elected by more than half of the supervisors shall convene and preside over the meeting of the board of supervisors.
Article 19 the regular meeting of the board of supervisors shall be held every six months. In case of any of the following circumstances, the board of supervisors shall convene an interim meeting within 10 days:
(I) when any supervisor proposes to hold a meeting;
(II) when the general meeting of shareholders and the meeting of the board of directors have passed various provisions and requirements in violation of laws, regulations, rules, regulatory authorities, the articles of association, the resolutions of the general meeting of shareholders and other relevant provisions;
(III) when the misconduct of directors and senior managers may cause significant damage to the company or have a bad impact on the market;
(IV) the company, directors, supervisors and senior managers are sued by shareholders;
(V) other circumstances stipulated in the articles of association.
Article 20 before issuing the notice of convening the regular meeting of the board of supervisors, the board of supervisors may solicit meeting proposals from all supervisors and solicit opinions from the employees of the company.
Article 21 Where a supervisor proposes to convene an interim meeting of the board of supervisors, he shall directly submit a written proposal signed by the proposing supervisor to the chairman of the board of supervisors. The written proposal shall specify the following items:
(I) name of the proposed supervisor;
(II) the reasons for the proposal or the objective reasons on which the proposal is based;
(III) propose the time or time limit, place and method of the meeting;
(IV) clear and specific proposals;
(V) contact information and proposal date of the proposed supervisor.
The chairman of the board of supervisors shall issue a notice of convening an interim meeting of the board of supervisors within three days after receiving the written proposal of the supervisor.
Chapter V notice and convening of the meeting of the board of supervisors
Article 22 when convening regular and interim meetings of the board of supervisors, the chairman of the board of supervisors shall give a written notice of the meeting 10 days and 3 days in advance respectively, and submit it to all supervisors and the Secretary of the board of directors by hand, e-mail, telephone, etc. If it is not delivered directly, it shall also be confirmed by telephone and recorded accordingly.
If the situation is urgent and it is necessary to convene an interim meeting of the board of supervisors as soon as possible, the meeting notice can be sent orally or by telephone at any time, but the convener shall make an explanation at the meeting.
Article 23 the written notice of the meeting shall at least include the date, place and duration of the meeting, causes and topics, and the date of the notice.
The notice of oral meeting shall at least include the time, place and topic of the meeting, as well as the description of the urgent need to convene an interim meeting of the board of supervisors as soon as possible.
Article 24 regular meetings of the board of supervisors shall be held on site.
On the premise of ensuring the supervisors to fully express their opinions, the interim meeting of the board of supervisors can also be held by video, telephone, fax or e-mail with the consent of the convener (host) and the proposer, or by on-site and other methods at the same time. In the case of off-site meeting, the supervisor shall fax his written opinions and voting intention on the matters to be considered to the securities affairs department within the specified time limit. If he votes after the specified time limit, the voting situation will not be counted.
Article 25 all supervisors shall participate in the meeting of the board of supervisors, and the Secretary of the board of directors shall attend the meeting of the board of supervisors as nonvoting delegates. The convener of the meeting may invite the directors, general manager and other senior managers of the company, other employees of the company or consultants of the company to attend the meeting of the board of supervisors as nonvoting delegates when necessary.
Article 26 the chairman of the meeting shall request the supervisors attending the meeting to express clear opinions on various proposals. The chairman of the meeting shall, according to the proposal of the supervisor, require directors, senior managers, other employees of the company or business personnel of relevant intermediary institutions to attend the meeting to accept questions.
Article 27 If the board of supervisors of the company cannot be convened normally, there are abnormal circumstances during the convening period, or there is a dispute over the effectiveness of the resolution, it shall immediately report to the bourse, explain the reasons, and disclose relevant matters, the claims of all parties to the dispute, the current situation of the company and other information that can help investors understand the actual situation of the company, as well as the special legal opinion issued by lawyers.
Chapter VI voting at the meeting of the board of supervisors
Article 28 the voting at the meeting of the board of supervisors shall be carried out by open ballot. Article 29 the voting intentions of supervisors are divided into consent, objection and abstention. Supervisors attending the meeting shall choose one of the above intentions. If they do not choose or choose more than two intentions at the same time, the chairman of the meeting shall require the supervisor to choose again. If they refuse to choose, they shall be deemed to have abstained; Those who leave the venue halfway and do not return without making a choice shall be deemed to have abstained.
Article 30 the meeting of the board of supervisors shall be attended by the supervisor himself. If the supervisor is unable to attend for some reason, he may entrust other supervisors in writing to attend on his behalf. The power of attorney shall specify the agent’s name, agency matters, scope of authorization and term of validity, and shall be signed or sealed by the principal. The supervisor who attends the meeting on his behalf shall exercise the rights of the supervisor within the scope of authorization. If a supervisor fails to attend the meeting of the board of supervisors or entrust a representative to attend, he shall be deemed to have waived his voting right at the meeting.
Article 31 the resolution formed by the board of supervisors shall be approved by more than half of all supervisors.
Article 32 the whole process of the meeting of the board of supervisors may be recorded as necessary.
Article 33 the board of supervisors shall keep records of on-site meetings. The minutes of the meeting shall include the following contents:
(I) session, time, place and method of the meeting;
(II) issuance of meeting notice;
(III) convener and moderator of the meeting;
(IV) attendance at the meeting;
(V) proposals considered at the meeting, key points and main opinions of each supervisor on relevant matters, and voting intention on the proposal;
(VI) voting method and voting result of each proposal (specify the specific number of approval, opposition and abstention votes); (VII) other matters that the supervisors attending the meeting think should be recorded.
For the meeting of the board of supervisors held by means of communication, the board of supervisors shall refer to the above regulations
