Xinjiang Korla Pear Co.Ltd(600506)
Rules of procedure of the board of supervisors
Chapter I General Provisions
Article 1 in order to standardize the discussion methods and voting procedures of the board of supervisors of Xinjiang Korla Pear Co.Ltd(600506) (hereinafter referred to as the company), and ensure the work efficiency and scientific decision-making of the board of supervisors, in accordance with the company law of the people’s Republic of China (hereinafter referred to as the company law), the securities law of the people’s Republic of China (hereinafter referred to as the Securities Law) and the work guidelines of the board of supervisors of listed companies These rules are formulated in accordance with the stock listing rules of Shanghai Stock Exchange (hereinafter referred to as the stock listing rules) and the articles of association and other relevant provisions.
Article 2 the company establishes a board of supervisors, which is responsible for the general meeting of shareholders. Perform the supervision duties according to law within the scope of authority conferred by the company law and the articles of association.
Chapter II functions and powers of the board of supervisors
Article 3 in accordance with the relevant provisions of the articles of association, the board of supervisors shall exercise the following functions and powers:
(I) review the company’s periodic reports prepared by the board of directors and put forward written review opinions; (II) check the company’s finance;
(III) 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; (IV) require the directors and senior managers to correct when their acts harm the interests of the company;
(V) 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;
(VI) put forward proposals to the general meeting of shareholders;
(VII) bring a lawsuit against directors and senior managers in accordance with Article 151 of the company law;
(VIII) investigation can be carried out in case of abnormal operation of the company; When necessary, professional institutions such as accounting firms and law firms can be hired to assist their work, and the expenses shall be borne by the company.
Chapter III composition of the board of supervisors
Article 4 the board of supervisors is composed of five supervisors. The board of supervisors shall have one chairman. The chairman of the board of supervisors shall be elected by more than half of all 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 shall not be less than one-third.
Article 5 the chairman of the board of supervisors shall exercise the following functions and powers:
(I) convene and preside over the meeting of the board of supervisors and decide whether to hold an interim meeting of the board of supervisors;
(II) sign the resolutions and suggestions of the board of supervisors, check the implementation of the resolutions of the board of supervisors, and report the implementation of the resolutions to the board of supervisors;
(III) organize the formulation of the work plan of the board of supervisors and the implementation of the resolutions of the board of supervisors, and report to the general meeting of shareholders on behalf of the board of supervisors;
(IV) other duties specified in the articles of association.
Article 6 The term of office of the supervisor is three years. Supervisors held by shareholders’ representatives shall be elected or replaced by the general meeting of shareholders. Supervisors held by employees shall be democratically elected or replaced by the employees of the company through the employee representative meeting, employee meeting or other forms. Supervisors can be re elected.
Article 7 directors, general managers and other senior managers of the company shall not concurrently serve as supervisors.
Article 8 if a supervisor fails to attend the meeting of the board of supervisors in person for two consecutive times, he shall be deemed to be unable to perform his duties, and shall be replaced at the shareholders’ meeting or the workers’ Congress.
Article 9 a supervisor may resign before the expiration of his term of office. A supervisor who resigns shall submit a written resignation report to the board of supervisors. The board of supervisors will disclose relevant information within two days.
If a supervisor is not re elected in time at the expiration of his term of office, or the number of members of the board of supervisors is less 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 laws, administrative regulations, departmental rules and the articles of association before the re elected supervisor takes office.
Except for the circumstances listed in the preceding paragraph, the resignation of the supervisor shall take effect when the resignation report is delivered to the board of supervisors.
Article 10 the board of supervisors shall set up an office of the board of supervisors to handle the daily affairs of the board of supervisors.
The chairman of the board of supervisors also serves as the head of the office of the board of supervisors. The chairman of the board of supervisors may designate relevant personnel of the company to assist him in handling the daily affairs of the board of supervisors.
Chapter IV proposal and notice of the board of supervisors
Article 11 the meetings of the board of supervisors are divided into regular meetings and interim meetings. Regular meetings shall be held at least once every six months. Before the notice of regular meeting is issued, the board of supervisors shall solicit meeting proposals from all supervisors.
Article 12 the chairman of the board of supervisors shall convene and preside over the meeting within 10 days after receiving the proposal in case of any of the following circumstances:
(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 resolutions that violate laws, regulations, rules, various regulations and requirements of regulatory authorities, the articles of association, 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) when the company, directors, supervisors and senior managers are punished by the regulatory authorities or publicly condemned by the stock exchange;
(VI) when required by the securities regulatory authority;
(VII) other circumstances stipulated in the articles of association.
Article 13 the proposal of the meeting shall fall within the scope of the board of supervisors, have clear topics and specific resolutions, and comply with the relevant provisions of laws, administrative regulations and the articles of association.
Article 14 when the board of supervisors holds a meeting, the notice of regular meeting shall be submitted to all supervisors ten days in advance, and the notice of interim meeting shall be submitted to all supervisors three days in advance.
Article 15 the notice of the meeting shall be delivered to the supervisor by hand, telephone, fax and e-mail. If it is not delivered directly, it must be confirmed and recorded accordingly.
In case of emergency, if 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, but the convener shall make an explanation at the meeting and make minutes.
Article 16 the notice of the meeting of the board of supervisors shall include the following contents:
(I) time, place and duration of the meeting;
(II) convening method of the meeting;
(III) reasons and topics;
(IV) attendees;
(V) the requirement that supervisors should attend the meeting in person or entrust other supervisors to attend the meeting on their behalf;
(VI) contact person and contact information;
(VII) date of notice.
Article 17 If a person other than the chairman of the board of supervisors convenes a meeting of the board of supervisors, the reason why the chairman of the board of supervisors cannot convene and the basis for the convener shall be explained in the meeting notice.
Article 18 after the notice of the meeting of the board of supervisors is issued, if it is necessary to change the time and place of the meeting or add, change or cancel the proposal of the meeting, it shall obtain the approval of all supervisors attending the meeting in advance and make corresponding records.
Chapter V convening of the meeting of the board of supervisors
Article 19 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, a supervisor jointly elected by more than half of the supervisors shall convene and preside over the meeting of the board of supervisors.
Article 20 the regular meetings of the board of supervisors shall be held on site. If necessary, on the premise of ensuring the supervisors to fully express their opinions, the meeting can also be held by video, telephone and other means with the consent of the convener (host). The board of supervisors can also be held on site and in other ways at the same time.
Article 21 the meeting of the board of supervisors shall be held only when more than half of the supervisors are present.
Article 22 in principle, all supervisors shall attend the meeting held by the board of supervisors in an on-site manner. When the chairman of the meeting deems it necessary, he may notify other relevant personnel to attend the meeting of the board of supervisors as nonvoting delegates.
Article 23 the meeting of the board of supervisors shall be attended by the supervisors themselves; If it is unable to attend the meeting in person for some reason, it shall review the meeting materials in advance, form a clear opinion, and entrust other supervisors to attend the meeting in writing. The power of attorney shall specify: (I) the names of the trustor and the trustee;
(II) entrusted matters, scope of authorization and period of validity;
(V) signature (seal) and date of the client.
If the trustor fails to give specific instructions on the voting of a proposal in the meeting notice, it shall be deemed that the trustee can vote according to its own will; If other supervisors are entrusted to sign written confirmation opinions on behalf of the regular report, they shall be specially authorized in the power of attorney; The entrusted supervisor shall submit a written power of attorney to the chairman of the meeting and explain the entrusted attendance on the attendance book of the meeting. The entrusted supervisor 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 in person or entrust other supervisors to attend on his behalf, he shall be deemed to have waived his voting right at the meeting, and the meeting and minutes shall be reviewed in time after the meeting.
Article 24 a supervisor shall not accept the entrustment of more than two or more than one-third of the total number of supervisors at a meeting of supervisors.
Chapter VI voting and resolutions of the meeting
Article 25 the chairman of the meeting shall request the supervisors attending the meeting of the board of supervisors to express clear opinions on various proposals.
Article 26 supervisors shall carefully read the relevant meeting materials and express their opinions independently and prudently on the basis of full understanding of the situation. The supervisor may obtain the information required for decision-making from relevant personnel and institutions such as the office of the board of directors, the convener of the meeting, the general manager, other senior managers, accounting firms and law firms before the meeting, or suggest to the host that the representatives of the above personnel or institutions should be invited to attend the meeting to explain the relevant situation.
Article 27 the voting methods of the resolution of the board of supervisors are: show of hands, open ballot or communication. Each supervisor has one vote.
Article 28 the voting intentions of supervisors are divided into consent, objection and abstention. The 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 them 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 29 supervisors who participate in the meeting by video or telephone shall immediately send the written voting opinions signed by them to the designated receiver by fax or e-mail.
Article 30 if the meeting is held on site, the office of the board of supervisors shall designate a special person to collect the voting papers of the supervisors.
Article 31 the resolution of the board of supervisors shall be adopted by more than half of all supervisors and signed by the participating supervisors for confirmation. Chapter VII minutes of the meeting
Article 32 the board of supervisors shall make minutes of the resolutions on the matters discussed. The meeting minutes shall be true, accurate and complete, and fully reflect the opinions of the participants on the matters under consideration.
Supervisors and recorders attending the meeting shall sign on the meeting minutes. The supervisor has the right to require a certain explanatory record of his speech at the meeting on the minutes. If he has different opinions on the minutes, he may make a written explanation when signing. If necessary, it can report to the regulatory authority or make a public statement.
Article 33 the minutes of the meeting of the board of supervisors 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 (the voting result shall indicate the number of votes in favor, against or abstaining);
(VII) other matters that the supervisors attending the meeting think should be recorded.
If the supervisor has different opinions on the meeting minutes or resolutions, he may make a written explanation when signing. When necessary, it shall report to the regulatory authority in time, or make a public statement.
If the supervisor neither signs for confirmation in accordance with the provisions of the preceding paragraph, nor makes a written explanation of his different opinions, or reports to the regulatory authority or makes a public statement, he shall be deemed to fully agree with the contents of the meeting minutes and resolution records.
Article 34 the meeting archives of the board of supervisors, including meeting notice, meeting materials, meeting attendance book, voting book, meeting minutes signed and confirmed by the attending supervisors, resolution announcement, etc., shall be kept by a special person designated by the office of the board of supervisors for a period of not less than 10 years. If the voting matter of the board of supervisors has been affected for more than ten years, the relevant records shall continue to be kept until the influence of the matter disappears.
Chapter VIII announcement of the meeting
The meeting of the board of supervisors shall be announced within two days after the formation of the resolution of the board of supervisors in accordance with relevant laws and regulations; All members of the board of supervisors must ensure that the contents of the resolution announcement are true, accurate and complete without false records, misleading statements or major omissions.
Article 36 supervisors shall be responsible for the resolutions of the board of supervisors. If it can be proved that the supervisor has expressed objection during voting and recorded in the meeting minutes, the supervisor can be exempted from liability.
Article 37 before the formal disclosure of the contents of the announcement, all members of the board of supervisors and other insiders shall have the obligation of confidentiality. The information disclosed by the company shall be announced in the newspapers and periodicals designated by the company. Other public media shall not disclose the company’s information prior to the designated newspapers and periodicals, nor shall they replace the information disclosure obligation in the form of press conferences or answers to reporters’ questions. Article 38 the board of supervisors and its members shall urge relevant personnel to implement the resolutions of the board of supervisors and require relevant personnel to provide written reports on the implementation of the resolutions of the board of supervisors.
The chairman of the board of supervisors shall report the implementation of the formed resolutions at the subsequent meetings of the board of supervisors.
Chapter IX supplementary provisions
Article 39 as an annex to the articles of association, these Rules shall be interpreted by the board of supervisors of the company.
Article 40 these Rules shall come into force from the date of deliberation and adoption by the general meeting of shareholders, and the original rules of procedure of the board of supervisors shall be repealed at the same time.
Article 41 matters not covered in these Rules shall be implemented in accordance with the company law, securities law, stock listing rules, guidelines for the work of the board of supervisors of listed companies, other laws and regulations and the articles of Association; In case of any conflict between these rules and the relevant provisions of laws and regulations promulgated or revised in the future or the articles of association, the relevant provisions of laws and regulations and the articles of association shall prevail.
Xinjiang Korla Pear Co.Ltd(600506) board of supervisors April 19, 2002
