Shanxi Lu’An Environmental Energydev.Co.Ltd(601699) rules of procedure of the board of supervisors
Article 1 in order to standardize the discussion methods and voting procedures of the board of supervisors of Shanxi Lu’An Environmental Energydev.Co.Ltd(601699) These rules are formulated in accordance with the relevant provisions of the standards for the governance of listed companies and the stock listing rules of Shanghai Stock Exchange.
Article 2 the daily affairs of the board of supervisors shall be handled by the Secretariat of the board of directors. The chairman of the board of supervisors may request the Secretary of the board of directors or other personnel to assist him in handling the daily affairs of the board of supervisors.
Article 3 the meetings of the board of supervisors are divided into regular meetings and interim meetings. The regular meeting of the board of supervisors shall be held at least once every six months.
The supervisor may propose to convene an interim meeting of the board of supervisors.
Article 4 before issuing the notice of convening the regular meeting of the board of supervisors, the director Secretariat shall solicit proposals from all supervisors. When soliciting proposals, the Secretariat of the board of directors 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 5 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 Secretariat of the board of directors or directly. The written proposal shall specify the following items:
（1） Name of the proposed supervisor;
（2） The reasons for the proposal or the objective reasons on which the proposal is based;
（3） Propose the time or time limit, place and method of the meeting;
（4） Clear and specific proposals;
（5） Contact information and proposal date of the proposed supervisor.
Within three days after the Secretariat of the board of directors or the chairman of the board of supervisors receives the written proposal of the supervisor, the Secretariat of the board of directors shall issue a notice of convening an interim meeting of the board of supervisors.
If the Secretariat of the board of directors fails to issue the meeting notice, the proposed supervisor shall report to the regulatory authority in time.
Article 6 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, the vice chairman of the board of supervisors shall convene and preside over the meeting; If the vice chairman 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 7 when convening regular and interim meetings of the board of supervisors, the Secretariat of the board of directors shall submit the notice of the meeting to all supervisors in writing, e-mail, fax, e-mail, personal delivery or other ways. If it is not delivered directly, it shall also be confirmed by telephone, e-mail and other means, and corresponding records shall be made.
If an interim meeting of the board of supervisors needs to be held immediately under special circumstances, the notice of the meeting can be sent immediately by telephone or other means of communication, which is not limited by the time limit for the advance notice of the meeting. However, the notice of the emergency meeting needs no objection from all supervisors, and the convener shall make an explanation at the meeting.
Article 8 the written notice of the meeting shall at least include the following contents:
（1） Time and place of the meeting;
（2） Matters to be considered (proposal of the meeting);
（3） Duration of the meeting;
（4） The convener and moderator of the meeting, the proposer of the interim meeting and his written proposal;
（5） Meeting materials necessary for supervisors’ voting;
（6） The supervisor shall attend the meeting in person;
（7） Contact person and contact information;
（8） Time of notification.
The oral meeting notice shall at least include the contents of items (I) and (II) above, as well as the description of the urgent need to convene an interim meeting of the board of supervisors as soon as possible.
Article 9 the meeting of the board of supervisors can be held by means of on-site, communication or a combination of on-site and communication.
Article 10 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 regulatory authorities in a timely manner.
The Secretary of the board of directors shall attend the meetings of the board of supervisors as nonvoting delegates.
Article 11 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 12 the voting at the meeting of the board of supervisors shall be one person, one vote, and shall be conducted by means of show of hands, written voting or electronic voting.
The voting intention of supervisors is divided into consent, objection and abstention. The supervisor shall express clear opinions on the matters discussed. If the supervisor votes against or abstains from voting, the reason shall be explained. 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.
Article 13 the whole process of the meeting of the board of supervisors may be recorded as necessary.
Article 14 the staff of the Secretariat of the board of directors shall make records of the on-site meeting. The minutes of the meeting shall include the following contents:
（1） Session, time, place and mode of the meeting;
（2） Issuance of meeting notice and meeting agenda;
（3） Convener and moderator of the meeting;
（4） Attendance at the meeting;
（5） Proposals considered at the meeting, key points and main opinions of each supervisor on relevant matters, and voting intention on proposals;
（6） Voting method and voting result of each proposal (specify the specific number of affirmative, negative and abstention votes);
（7） Other matters that the attending supervisors think should be recorded.
For the meeting of the board of supervisors held by means of communication, the Secretariat of the board of directors shall sort out the meeting minutes with reference to the above provisions.
Article 15 the supervisors attending the meeting shall sign the meeting minutes for confirmation. If the supervisor has different opinions on the meeting minutes, 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.
Article 16 the announcement of the resolution of the board of supervisors shall be handled by the Secretary of the board of directors in accordance with the relevant provisions of the stock listing rules of Shanghai Stock Exchange.
Article 17 the supervisor shall urge relevant personnel to implement the resolutions of the board of supervisors.
Article 18 the meeting archives of the board of supervisors, including meeting notice and meeting materials, meeting attendance book, voting votes, meeting minutes signed and confirmed by the attending supervisors, resolution announcement, etc., shall be kept by a special person designated by the chairman of the board of supervisors.
The retention period of the meeting materials of the board of supervisors is ten years.
Article 19 matters not covered in these Rules shall be implemented with reference to the relevant provisions of the articles of association and the rules of procedure of the board of directors of the company. In these rules, “above” includes this number. These Rules shall be formulated by the board of supervisors and shall come into force after being submitted to the general meeting of shareholders for approval, and the same shall apply when amending. These Rules shall be interpreted by the board of supervisors.
