Songcheng Performance Development Co.Ltd(300144)
Rules of procedure of the board of supervisors
Chapter I General Provisions
Article 1 in order to ensure that the board of supervisors of Songcheng Performance Development Co.Ltd(300144) (hereinafter referred to as the “company”) independently exercises its supervision power according to law, and ensure the fair, just and efficient operation and effective performance of the supervision function 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) and the securities law of the people’s Republic of China (hereinafter referred to as the Securities Law) These rules of procedure are hereby formulated in accordance with the guidelines for self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on the gem, the Listing Rules of Shenzhen Stock Exchange on the gem and other relevant laws, regulations and normative documents, as well as the relevant provisions of Songcheng Performance Development Co.Ltd(300144) articles of association and its amendment (hereinafter referred to as the articles of association).
Chapter II general provisions of the board of supervisors
Article 2 the company sets up a board of supervisors to exercise the right of supervision, protect the rights and interests of shareholders, the interests of the company and the legitimate rights and interests of employees from infringement, and be responsible for and report to the general meeting of shareholders.
Article 3 the board of supervisors of the company is composed of three supervisors, and the board of supervisors has one chairman. 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 1 / 3. 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. The term of office of the supervisor is three years. The supervisor may be re elected upon expiration of his term of office.
Article 4 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.
Article 5 any one of the following circumstances shall not serve as a supervisor of the company:
(I) those who have served as directors, general managers and other senior managers of the company cannot serve as supervisors of the company during their term of office;
(II) relevant personnel involved in the company law and the articles of association shall not hold or continue to hold the position of supervisor;
(III) directors, presidents and other senior managers of the company shall not serve as supervisors of the company during their term of office and their spouses and immediate relatives.
Article 6 the activities of supervisors exercising their supervisory power according to law shall be protected by law, and no unit or individual shall interfere. The company shall provide necessary office conditions and business activity funds for supervisors’ performance of duties.
When performing their duties, the supervisor has the right to require all business departments of the company to provide relevant materials, and shall give other necessary assistance, and shall not refuse, prevaricate or obstruct.
Article 7 a supervisor may resign before the expiration of his term of office. When a supervisor resigns, he shall submit a written resignation report to the board of supervisors. The board of supervisors shall propose to convene a general meeting of shareholders to approve the resignation of supervisors and fill their vacancies. The resignation report of the supervisor shall not take effect until it is approved by legal procedures. If a supervisor appointed by an employee representative resigns, he shall first submit it to the employee congress for approval.
Article 8 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 a written review intention;
(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.
Article 9 the chairman of the board of supervisors shall be the supervisor of the company, who shall be elected and removed by more than half of all supervisors.
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;
(IV) other duties specified in the articles of association or authorized by the general meeting of shareholders;
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.
Chapter III meetings of the board of supervisors
Article 11 the board of supervisors shall hold meetings at least twice a year.
Article 12 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 13 interim meeting
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 14 proposal procedure of the meeting
Before issuing the notice of convening the regular meeting of the board of supervisors, the board of supervisors shall arrange relevant personnel of the company to solicit meeting proposals from all supervisors and solicit opinions from the employees of the company. When soliciting proposals and opinions, relevant personnel 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.
If 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.
Article 15 notice of meeting
For regular and interim meetings of the board of supervisors, the company shall send a written notice of the meeting to all supervisors by direct delivery, fax, e-mail or other means 10 and 3 days in advance respectively. The convener of the board of supervisors may give an oral or telephone explanation of the emergency meeting as soon as possible, but the temporary meeting may be held at any time if necessary.
Article 16 the notice of the meeting shall at least include the following contents:
(I) date and place of the meeting;
(II) duration of the meeting;
(III) reasons and topics;
(IV) date of notice.
Article 17 convening of the meeting
The meeting of the board of supervisors shall be held only when more than half of the 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 general meeting of shareholders in a timely manner.
Article 18 attendance in person and entrusted attendance
Supervisors shall attend the meetings of the board of supervisors. Supervisors who are unable to attend for some reason may submit written opinions or vote in advance, or entrust other supervisors to attend the board of supervisors in writing. The power of attorney shall specify the agent’s name, agency matters, authority and validity period, 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 19 If a supervisor is unable to attend the meeting of the board of supervisors in person for two consecutive times without justified reasons, or fails to entrust other supervisors to attend the meeting on his behalf, 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.
Article 20 convening method of the meeting
In principle, the meeting of the board of supervisors shall be held on site. The meeting of the board of supervisors may vote by means of communication, but the convener of the board of supervisors (the meeting host) shall explain the specific situation to the attending supervisors. When voting by correspondence, the supervisor shall fax his written opinions and voting intention on the matters under consideration to the board of supervisors after signing for confirmation.
Article 21 deliberation procedures of the meeting
During the meeting of the board of supervisors, with the consent of all supervisors, the meeting may consider and make resolutions on the proposals that were not originally included in the agenda of the meeting.
Article 22 when considering a proposal, the proposer shall explain the proposal and be obliged to answer the questions of other supervisors.
Article 23 before any proposal is put to vote, the proposer may request withdrawal in writing. Once the proposer sends the withdrawal request to the chairman of the meeting, the proposal will not be voted on. Except in this case, any proposal shall be put to the vote according to the arrangement of the meeting agenda.
Article 24 when the matters considered by the board of supervisors involve any supervisor or have direct interests with him, the supervisor shall disclose his interests to the board of supervisors, and shall withdraw and waive his voting rights. Supervisors who give up their voting rights shall be included in the quorum of the meeting of the board of supervisors, but shall not be included in the number of supervisors required for the adoption of resolutions by the board of supervisors. The minutes of the meeting of the board of supervisors shall indicate the reasons why the supervisor does not vote.
Article 25 the board of supervisors may require the directors, managers and other senior managers, internal and external auditors of the company to attend the meeting of the board of supervisors and answer the concerns when it deems necessary. Those invited to the meeting shall attend the meeting.
Article 26 voting at the meeting
A resolution made by the board of supervisors must be adopted by more than half of all supervisors. The meeting of the board of supervisors adopts the system of one vote for one matter and one person one vote. The voting procedure of the board of supervisors shall be open and written voting.
On the premise that supervisors can fully express their opinions, the interim meeting of the board of supervisors can be held by fax and make resolutions, which shall be signed by the participating supervisors.
Article 27 meeting minutes
The meeting of the board of supervisors shall be recorded, and the supervisors and recorder attending the meeting shall sign on the meeting minutes. The supervisor has the right to require some explanatory record of his speech at the meeting on the record. The minutes of the meeting of the board of supervisors shall be kept by the Secretary of the board of directors as the company’s archives for at least ten years.
Article 28 the minutes of the meeting of the board of supervisors shall include the following contents:
1. The date and place of the meeting, the name of the convener and the name of the moderator;
2. The names of the supervisors present and the supervisors (agents) entrusted by others to attend the board of supervisors;
3. Key points of supervisors’ speech;
4. Voting method and result of each resolution (the voting result shall indicate the number of votes for, against or abstaining and the names of corresponding supervisors and agents)
Article 29 signature of Supervisor
Supervisors attending the meeting of the board of supervisors shall sign the minutes and resolutions of the meeting. If the supervisor fails to sign the minutes and resolutions of the meeting, it shall be deemed that he fails to perform the duties of the supervisor.
Article 30 supervisors shall be responsible for the resolutions of the board of supervisors. If the resolution of the board of supervisors violates laws, administrative regulations or the articles of association, resulting in losses to the company, the supervisors participating in the resolution shall be liable for compensation to the company. However, if it is proved that the supervisor has expressed objection during voting and recorded in the meeting minutes, the supervisor may be exempted from liability.
Article 31 the supervisory records of the board of supervisors on directors, managers and other senior managers and the results of financial or special inspections shall become an important basis for the performance evaluation of directors, managers and other senior managers.
Chapter IV supplementary provisions
Article 32 these Rules shall come into force after being adopted by the resolution of the general meeting of shareholders.
Article 33 matters not covered in these rules of procedure shall be implemented in accordance with national laws, regulations, normative documents and the articles of association.
Article 34 The board of supervisors of the company shall be responsible for the interpretation of these rules.
Songcheng Performance Development Co.Ltd(300144) April 23, 2002
