Rules of procedure of the board of supervisors of Shunya International Martech (Beijing) Co.Ltd(300612) marketing technology (Beijing) Co., Ltd
Chapter I General Provisions
Article 1 in order to further standardize the discussion methods and voting procedures of the board of supervisors of the company, promote the supervisors and the board of supervisors to effectively perform their supervision duties and improve the corporate governance structure of the company, according to 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”) These rules are formulated in accordance with the guidelines for self-regulation of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM and the articles of association.
Article 2 the board of supervisors is established in accordance with the company law and the articles of association, and exercises the right to supervise the directors and senior managers of the company to protect the interests of shareholders, the company and employees from infringement.
Article 3 supervisors shall abide by laws, regulations and the articles of association and faithfully perform their supervisory duties.
The activities of supervisors exercising their supervisory power in accordance with relevant laws and regulations, the articles of association and these rules are protected by law. The company shall take effective measures to protect the supervisors’ right to know and provide necessary assistance for the supervisors to perform their duties normally, and no one shall interfere or obstruct them.
Chapter II composition and powers of the board of supervisors
Article 4 the company shall establish a board of supervisors according to law.
The board of supervisors is a supervisory body established by the company according to law, which is responsible for and reports to the general meeting of shareholders.
Article 5 the board of supervisors consists of three supervisors, including two employee representative supervisors.
The board of supervisors has one chairman. The 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, a supervisor jointly elected by more than half of the supervisors shall convene and preside over the meeting of the board of supervisors.
The employee representative supervisors in the board of supervisors shall be democratically elected by the company’s employee congress, employee congress or other forms. The number of supervisors held by employee representatives of the company shall not be less than one-third of the number of supervisors.
The members of the board of supervisors shall have the knowledge, skills and qualities necessary for the performance of their duties, and have a reasonable professional structure to ensure that the board of supervisors can independently and effectively exercise the supervision and inspection of directors, CEO (president), other senior managers and the company’s finance.
The number of supervisors who have served as directors or senior managers of the company in the past two years shall not exceed half of the total number of supervisors of the company.
Directors and senior managers of the company, their spouses and immediate family members shall not serve as supervisors of the company during their term of office. Article 6 the board of supervisors shall exercise the following functions and powers:
(I) review the company’s periodic report prepared by the board of directors and put forward written review opinions, indicating whether the preparation and review procedures of the board of directors for the periodic report comply with the laws, administrative regulations, the provisions of the CSRC and the Shenzhen Stock Exchange, whether the contents of the report can truly, accurately and completely reflect the actual situation of the listed company, and sign written confirmation opinions on the periodic report;
(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) when the behavior of directors and senior managers damages the interests of the company, they can be required to correct it, which can be reported to the board of directors and the general meeting of shareholders;
(V) enjoy the right to know about matters within the scope of the board of supervisors as stipulated in laws, administrative regulations and the articles of Association;
(VI) 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;
(VII) put forward proposals to the general meeting of shareholders;
(VIII) attend the meetings of the board of directors as nonvoting delegates;
(IX) bring a lawsuit against directors and senior managers in accordance with Article 151 of the company law;
(x) if the company’s operation is found to be abnormal, it can be investigated; 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;
（11） Other functions and powers specified in the articles of association or authorized by the general meeting of shareholders. When the board of supervisors deems it necessary, it may also give opinions on the proposals considered by the general meeting of shareholders and submit an independent report.
The board of supervisors shall put forward written review opinions to explain whether the preparation and review procedures of the periodic report by the board of directors comply with laws and administrative regulations, the provisions of the CSRC and Shenzhen Stock Exchange, and whether the contents of the report truly, accurately and completely reflect the actual situation of the company, and sign written confirmation opinions on the periodic report. Article 7 the board of supervisors may propose to convene an interim meeting of the board of directors, and may raise questions or suggestions on the resolutions of the board of directors.
When the board of supervisors considers that the resolution of the board of directors violates laws, regulations, the articles of association or damages the interests of employees, it may make a resolution and recommend the board of directors to reconsider the resolution. If the board of directors refuses to adopt or still maintains the original resolution after reconsideration, the board of supervisors shall notify the shareholders until it proposes to convene an extraordinary general meeting of shareholders.
Article 8 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 and keeps the seal of the board of supervisors. The chairman of the board of supervisors may designate the company’s securities affairs representative or other personnel to assist him in handling the daily affairs of the board of supervisors.
Chapter III convening and notification of meetings of the board of supervisors
Article 9 the meetings of the board of supervisors are divided into regular meetings and interim meetings. Regular meetings are held every six months.
Article 10 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 resolutions that violate various provisions and requirements of laws, regulations and rules, 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) when the company, directors, supervisors and senior managers are punished by the securities 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 11 before issuing the notice of convening the regular meeting of the board of supervisors, the office of the board of supervisors shall solicit proposals from all supervisors and solicit opinions from all employees of the company for at least two days. When soliciting proposals and opinions, the office of the board of supervisors shall explain that the board of supervisors focuses on the supervision of the standardized operation of the company and the job behavior of directors and senior managers, rather than the decision-making of the operation and management of the company.
Article 12 Where a supervisor proposes to convene an interim meeting of the board of supervisors, a written proposal signed by the proposing supervisor shall be submitted to the chairman of the board of supervisors through the office of the board of supervisors or directly.
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.
Within three days after the office of the board of supervisors or the chairman of the board of supervisors receives the written proposal of the supervisor, the office of the board of supervisors shall issue a notice of convening an interim meeting of the board of supervisors.
Article 13 the meeting of the board of supervisors shall be convened and presided over by the chairman 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.
Article 14 when convening regular and interim meetings of the board of supervisors, the office of the board of supervisors shall submit the written notice of the meeting stamped with the seal of the board of supervisors to all supervisors by direct delivery, fax, e-mail or other means. If it is not delivered directly, it shall also be confirmed by telephone 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 and ensure that the notice can be sent to all supervisors to attend the meeting, the meeting notice can be sent orally or by telephone at any time without being limited by the notice five days before the meeting, but the convener shall make an explanation at the meeting.
Article 15 the written notice of the meeting of the board of supervisors shall at least include the following contents:
(I) time, place and duration of the meeting;
(II) matters to be considered (meeting proposal);
(III) the convener and moderator of the meeting, the proposer of the interim meeting and their written proposals;
(IV) meeting materials necessary for the voting of supervisors;
(V) the requirement that supervisors should attend the meeting in person;
(VI) contact person and contact information;
(VII) date of notice. The notice of oral meeting shall at least include the contents of items (I) and (II) above, as well as the statement that it is urgent to convene an interim meeting of the board of supervisors as soon as possible.
Article 16 when the company holds a meeting of the board of supervisors, the board of supervisors shall notify all supervisors in advance according to the time specified in this chapter and provide sufficient materials.
Chapter IV convening and voting of the meeting of the board of supervisors
Article 17 the meeting of the board of supervisors shall be held on site.
In case of emergency, the meeting of the board of supervisors can vote by means of communication, but the convener of the board of supervisors (meeting host) shall explain the specific emergency to the supervisors attending the meeting. When voting by correspondence, the supervisor shall fax his written opinions and voting intention on the matters under consideration to the office of the board of supervisors after signing for confirmation. Supervisors should not only state their voting opinions without expressing their written opinions or voting reasons.
Article 18 the meeting of the board of supervisors shall be held only when more than half of all supervisors are present. If the relevant supervisors refuse to attend or delay in attending the meeting, resulting in failure to meet the minimum number of people required for the meeting, other supervisors shall report to the regulatory authorities in a timely manner.
The Secretary of the board of directors and the securities affairs representative shall attend the meeting of the board of supervisors as nonvoting delegates.
Article 19 If a supervisor is unable 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 the general meeting of shareholders or the general meeting of employees shall replace him.
If the company intends to re appoint a supervisor as a director, supervisor and senior manager of the company within three years after the resignation of the supervisor, the company shall report the reasons for the appointment and the trading of the company’s shares after the resignation to the stock exchange in writing five trading days in advance.
If the stock exchange raises an objection to the qualification of its relevant supervisors, the company shall not submit them to the general meeting of shareholders for voting as candidates for supervisors.
Article 20 the chairman of the meeting shall request the attending supervisors to express clear opinions on each proposal one by one. 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 21 supervisors have the right to propose proposals for the meeting of supervisors, but whether they are included in the agenda of the meeting of the board of supervisors shall be determined by the chairman of the board of supervisors; If the proposal put forward by the supervisor fails to be included in the agenda of the board of supervisors, it shall be explained to the proposing supervisor. If the proposing supervisor still insists on being included in the agenda, it shall be voted and determined by the board of supervisors.
The meeting of the board of supervisors must be conducted in accordance with the agenda listed in the written notice of convening the meeting; Issues off the agenda can be discussed, but no resolution can be made.
Article 22 the board of supervisors shall vote on all proposals listed on the agenda item by item, and shall not shelve or refuse to vote for any reason. If there are different proposals on the same matter, the voting shall be conducted in the chronological order of the proposals to make a resolution on the matter.
Article 23 the voting of the meeting of the board of supervisors shall be carried out by one person, one vote, in the form of written voting or in combination with communication voting. The voting intention of supervisors is 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.
The resolution formed by the board of supervisors shall be approved by more than half of all supervisors.
The resolution of the board of supervisors shall include the following contents:
(I) the time, place and mode of the meeting, as well as the description of whether it complies with the provisions of relevant laws, administrative regulations, departmental rules, normative documents and the articles of Association;
(II) the number and names of supervisors who entrust others to attend and be absent, the reasons for their absence and the names of entrusted supervisors; (III) the number of approval, opposition and abstention votes obtained for each proposal, as well as the reasons for the opposition or abstention of relevant supervisors;
(IV) the specific contents of the matters under consideration and the resolutions formed at the meeting.
Article 24 the board of supervisors shall vote by filling in the voting votes, and the convener of the board of supervisors shall be responsible for organizing the preparation of the voting votes of the board of supervisors. The voting vote shall at least include the following contents:
(I) the session, time and place of the board of supervisors;
(II) name of supervisor;
(III) matters to be considered and voted on;
(IV) instructions on the way of voting for, against and abstaining;
(V) other items that need to be recorded.
The voting votes shall be distributed to the supervisors attending the meeting by the staff of the office of the board of supervisors before voting, and shall be recovered by the staff of the office of the board of supervisors after voting.
Article 25 the votes of the board of supervisors shall be counted by the office staff of the board of supervisors; The chairman of the meeting shall decide whether the resolution of the board of supervisors is passed according to the voting results, and shall announce the voting results at the meeting. The voting result of the resolution shall be recorded in the minutes of the meeting.
Article 26 If the chairman of the meeting has any doubt about the result of the resolution submitted for voting, he may liquidate the number of votes cast; If the chairman of the meeting fails to check the votes and the supervisors present at the meeting have objections to the results announced by the chairman of the meeting, they have the right to request the check of votes immediately after announcing the voting results, and the chairman of the meeting shall check the votes in time.
Chapter V minutes of the meeting of the board of supervisors
Article 27 the whole process of the meeting of the board of supervisors can be recorded.
Article 28 the office staff of the board of supervisors shall make records of the on-site meeting. The minutes of the meeting shall include the following contents:
(I) session, time, place and method of the meeting;
(II) issuance of meeting notice
