Shanxi Panlong Pharmaceutical Group Limited By Share Ltd(002864)
Rules of procedure of the board of supervisors
Chapter I General Provisions
Article 1 in order to clarify the responsibilities and authorities of the board of supervisors of Shanxi Panlong Pharmaceutical Group Limited By Share Ltd(002864) (hereinafter referred to as the “company”), standardize the organization and behavior of the board of supervisors and give full play to the supervisory and management role 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”) These rules are formulated in accordance with the provisions of the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and the Shanxi Panlong Pharmaceutical Group Limited By Share Ltd(002864) articles of Association (hereinafter referred to as the “articles of association”).
Chapter II supervisors
Article 2 the supervisor shall be the shareholder representative and the employee representative of the company. The proportion of employee representatives shall not be less than 1 / 3. The company may establish external supervisors in accordance with the provisions of the articles of association.
Article 3 the term of office of the supervisor is three years. The supervisor held by the shareholder representative shall be elected or replaced by the general meeting of shareholders, and the supervisor held by the employee representative shall be democratically elected or replaced by the company’s employees. Upon expiration of the term of office, the supervisor may be re elected. Article 4 a supervisor candidate shall not be nominated as a supervisor of the company under any of the following circumstances:
(I) circumstances under which the company law stipulates that he shall not serve as a supervisor;
(II) the market entry prohibition measures taken by the CSRC not to serve as supervisors of listed companies have not expired;
(III) the period of being publicly recognized by the stock exchange as unfit to serve as a supervisor of a listed company has not expired; (IV) other circumstances stipulated by laws and regulations and Shenzhen Stock Exchange;
If a supervisor candidate is under any of the following circumstances, the company shall disclose the specific circumstances of the supervisor candidate, the reasons for the proposed employment of the candidate and whether it will affect the standardized operation of the company:
(I) being subject to administrative punishment by the CSRC within the last 36 months;
(II) being publicly denounced by the stock exchange or being criticized in more than three circulars within the last 36 months; (III) being placed on file for investigation by judicial organs for suspected crimes or being placed on file for investigation by CSRC for suspected violations of laws and regulations, and there is no clear conclusion;
(IV) the company is listed in the list of dishonest Executees by the CSRC on the open inquiry platform for illegal and dishonest information in the securities and futures market or by the people’s court.
The deadline for the above-mentioned period shall be the date when the general meeting of shareholders of the company deliberates the proposal on the appointment of supervisor candidates. Article 5 after being nominated, a supervisor shall conduct self-examination to see whether he meets the conditions for holding the post, and timely provide the company with a written explanation and relevant materials on whether he meets the conditions for holding the post.
A candidate shall make a written commitment, agree to accept the nomination, promise that the candidate information publicly disclosed is true, accurate, complete and meets the conditions for holding the post, and ensure that he will earnestly perform his duties after being elected.
Article 6 the resume of supervisor candidates shall include the following contents:
(I) educational background, work experience, part-time work, work in more than 5% of the company’s shareholders, actual controllers and other units, as well as serving as directors, supervisors and senior managers in other institutions in the past five years;
(II) whether it is related to shareholders holding more than 5% of the company’s shares, actual controllers, other directors, supervisors and senior managers of the company;
(III) holding of the company’s shares;
(IV) whether they have been punished by the CSRC and other relevant departments and disciplined by the stock exchange, whether they have been filed for investigation by judicial organs for suspected crimes or checked by the CSRC for suspected violations of laws and regulations, and there is no clear conclusion;
(V) whether it has been included in the list of dishonest Executees by the people’s court by the China Securities Regulatory Commission in the public inquiry platform company of illegal and dishonest information in the securities and futures market;
(VI) other important matters required to be disclosed by the stock exchange.
Where the general meeting of shareholders elects supervisors, in addition to fully disclosing the above information, the relevant proposals shall also explain whether the relevant candidates are not allowed to be nominated as supervisors and whether they meet the job requirements of laws and regulations, other provisions of the stock exchange and the articles of association. If the candidate has the relevant circumstances in items (IV) and (V), the convener of the general meeting of shareholders shall disclose the reasons for selecting the candidate, whether it has an impact on the standardized operation and corporate governance of the listed company and the company’s countermeasures.
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 laws, administrative regulations, the articles of association or these rules before the re elected supervisor takes office.
Article 8 when a supervisor candidate is deliberating his employment proposal at the general meeting of shareholders, the board of directors and other competent institutions, he shall attend the meeting in person and explain his working conditions, professional ability, professional experience, violations of laws and regulations, whether there is a conflict of interest with the listed company, and his relationship with the controlling shareholder, actual controller, other directors, supervisors and senior managers of the company.
Article 9 supervisors shall participate in the meetings of the board of supervisors and exercise their voting rights in accordance with the provisions of the company law, the articles of association and these rules.
Article 10 supervisors shall undertake the following obligations:
(I) abide by the provisions of national laws, administrative regulations and the articles of association, perform the obligations of integrity and diligence, safeguard the interests of the company and perform the duties of supervision;
(II) implement the resolutions of the board of supervisors and safeguard the interests of shareholders, the company and employees;
(III) keep the company’s secrets, and shall not disclose the company’s secrets except in accordance with the law or with the consent of the general meeting of shareholders;
(IV) it is not allowed to take advantage of its authority to seek private interests, accept bribes or other illegal income, or occupy the company’s property;
(V) if a supervisor violates the provisions of laws, administrative regulations or the articles of association when performing his duties and causes damage to the company, he shall be liable for compensation.
Chapter III composition and powers of the board of supervisors
Article 11 the board of supervisors of the company shall inspect the company’s finance according to law, supervise the legality and compliance of directors and senior managers in performing their duties, exercise other functions and powers specified in the articles of association, and safeguard the legitimate rights and interests of the company and shareholders. If the board of supervisors finds that directors and senior managers violate laws and regulations, relevant provisions of Shenzhen Stock Exchange or the articles of association, it shall notify the board of directors or report to the general meeting of shareholders, and timely disclose it, or directly report to the regulatory authority.
The personnel and structure of the board of supervisors shall ensure that they can perform their duties independently and effectively.
Article 12 the company shall take effective measures to protect the supervisors’ right to know, and the supervisors shall provide necessary assistance for the normal performance of their duties, and no one shall interfere or obstruct them.
Article 13 the company shall establish a board of supervisors according to law. According to the articles of association, the board of supervisors has five supervisors. Three of them are appointed by shareholders’ representatives and elected or replaced by the general meeting of shareholders; Two representatives of the company’s employees shall be appointed and democratically elected or replaced by the company’s employees.
The number of supervisors who have served as directors or senior managers of the company in the last two years shall not exceed half of the number of supervisors of the company.
The number of supervisors nominated by a single shareholder shall not exceed half of the total number of supervisors of the company.
Directors and senior managers of the company and their spouses and immediate family members shall not serve as supervisors of the company during the term of office of directors and senior managers of the company.
Article 14 the board of supervisors shall have a 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.
Article 15 the board of supervisors shall exercise the following functions and powers in accordance with the company law, the articles of association and relevant regulations: (I) shall review the company’s periodic reports prepared by the board of directors and put forward written review opinions; (II) check the financial affairs of the company;
(III) supervise the acts of directors, general managers and other 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 directors, general managers and other senior managers to make corrections when their acts harm the interests of the company;
(V) propose to convene an extraordinary general meeting of shareholders; 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 or the articles of Association;
(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 may be hired to assist them in their work;
(IX) other functions and powers conferred by relevant laws, administrative regulations, departmental rules, the articles of association or the general meeting of shareholders.
The expenses necessary for the board of supervisors to exercise its functions and powers shall be borne by the company.
Article 16 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.
Article 17 the board of supervisors shall review the financial and accounting reports prepared by the board of directors and put forward written review opinions. The written review opinions shall explain whether the preparation and review procedures of the reports comply with relevant regulations and whether the contents are true, accurate and complete.
The board of supervisors shall inspect the company’s finance according to law, supervise the behavior of directors and senior managers in the preparation of financial and accounting reports, and may hire intermediaries to provide professional opinions when necessary. Directors and senior managers shall truthfully provide the board of supervisors with relevant information and materials, and shall not hinder the board of supervisors from exercising its functions and powers.
When the supervisor finds that the listed company or its directors, supervisors, senior managers, shareholders and actual controllers have fraud, fraud and other situations that may lead to material misstatement related to the financial and accounting report, he shall require the relevant parties to correct or stop immediately, report to the board of directors and the board of supervisors in time, submit it to the board of directors and the board of supervisors for verification, and report to the Shenzhen Stock Exchange when necessary.
Chapter IV functions and powers of the chairman of the board of supervisors
Article 18 the board of supervisors shall have a chairman of the board of supervisors, who shall be the convener of the board of supervisors.
Article 19 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 and inspect the implementation of the resolutions of the board of supervisors;
(II) report to the general meeting of shareholders on behalf of the board of supervisors;
(III) in case of litigation between the director or general manager and the company, the chairman of the board of supervisors shall conduct litigation with the director or general manager on behalf of the company.
Chapter V rules of procedure and working procedures of the board of supervisors
Article 20 the meetings of the board of supervisors are divided into regular meetings and interim meetings. The regular meeting shall be held at least once every six months. Any supervisor may propose to convene an interim meeting of the board of supervisors. The notice of the meeting shall be sent to all supervisors in writing 10 days before the meeting is held.
Article 21 before issuing the notice of convening the regular meeting of the board of supervisors, the chairman 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 chairman 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. 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.
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.
Article 22 when convening a meeting of the board of supervisors, the chairman of the board of supervisors shall submit a written notice of the meeting stamped with the seal of the board of supervisors to all supervisors by hand, fax and mail 10 and 3 days in advance. If it is not delivered by hand, it shall also be confirmed by telephone and recorded accordingly. However, in case of emergency and the need to convene an interim meeting of the board of supervisors as soon as possible, it is not subject to the above notice period.
Article 23 the notice of the meeting of the board of supervisors shall include the following contents: the date, place and duration of the meeting, causes and topics, and the date of issuing the notice.
Article 24 the meeting of the board of supervisors shall be held on site in principle. The interim meeting of the board of supervisors can be held by means of communication voting on the premise that the supervisors can fully express their opinions. Communication voting refers to the way in which the supervisors exercise their voting rights on the matters submitted to the meeting for deliberation by means of communication, fax, e-mail and other designated information transmission methods, instead of holding an on-site meeting.
The detailed rules for the implementation of communication voting are as follows: the board of supervisors shall be convened by means of communication, and the meeting notice shall also specify:
(I) inform the supervisors that the board of supervisors will vote by means of communication;
(II) detailed disclosure of the matters to be considered;
(III) attach the standard form of voting votes to the supervisors and require the supervisors to copy them;
(IV) delivery method, address and deadline of voting votes filled in by supervisors;
(V) other matters that need to be notified to the supervisor. The form of voting votes may be prepared by the Secretary of the board of directors of the company. In case of voting by means of communication, the supervisor shall not entrust other supervisors to attend on his behalf. The supervisor must give one of the voting opinions of consent, opposition and abstention on the voting vote, and sign on the meeting resolution sorted out afterwards for confirmation. The voting votes and deliberation opinions signed by the supervisors shall be sent to the chairman of the board of supervisors, other supervisors convening the board of supervisors or the Secretary of the board of directors and other designated personnel by mail, fax or person before the deadline specified in the meeting notice. If the above documents are not the original, the original shall be sent to the company for filing as soon as possible.
If the supervisor fails to deliver the voting votes according to the method, time limit and address specified in the meeting notice, he may be deemed to have failed to attend the meeting for some reason. The chairman of the board of supervisors, other supervisors who convene the board of supervisors or the Secretary of the board of directors and other designated personnel shall complete the meeting minutes according to the voting results in accordance with the articles of association and these rules, and sort them out to form the meeting resolutions. The resolutions and minutes of the meeting shall be signed and confirmed by the chairman of the board of supervisors or other supervisors convening the board of supervisors, and delivered to the supervisors attending the meeting in time to sign and confirm the resolutions and minutes of the meeting.
Article 25 If it is necessary to convene a meeting of the board of supervisors as soon as possible in an emergency, the board of supervisors may form a resolution by transmitting and signing the resolution of the board of supervisors. The implementation rules are as follows: the meeting of the board of supervisors shall be signed by transmission
