Guangdong Enpack Packaging Co.Ltd(002846)
Guangdong Enpack Packaging CO., LTD
Rules of procedure of the board of supervisors
Shantou, Guangdong
April, 2002
catalogue
Chapter I General Provisions Chapter II composition and powers of the board of supervisors Chapter III convening and notification of the meeting of the board of supervisors Chapter IV convening and voting of the meeting of the board of supervisors 6 Chapter V minutes of the meeting of the board of supervisors Chapter VI implementation of resolutions Chapter VII modification of rules 10 Chapter VIII Supplementary Provisions ten
Guangdong Enpack Packaging Co.Ltd(002846)
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 Guangdong Enpack Packaging Co.Ltd(002846) (hereinafter referred to as “the company” or “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”) The corporate governance standards for listed companies (revised in 2018), the stock listing rules of Shenzhen Stock Exchange (revised in 2022), the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, and other relevant laws, regulations, rules and normative documents, as well as the Guangdong Enpack Packaging Co.Ltd(002846) articles of Association (hereinafter referred to as the “articles of association”) and other relevant provisions, in combination with the actual situation of the company, Formulate these rules.
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, so as 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, regulations, the articles of association and these Rules shall be protected by law, and no unit or individual shall interfere.
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 one employee representative supervisor.
The board of supervisors shall have a chairman of the board of supervisors. 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 supervisor shall be the shareholder representative and the employee representative of the company. The number of supervisors held by employee representatives of the company shall not be less than one-third of the number 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.
Article 111 of the articles of association shall also apply to supervisors in cases where they are not allowed to serve as directors. Directors, managers and other senior managers shall not concurrently serve as supervisors.
Article 6 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) when the behavior of directors and senior managers damages the interests of the company, ask them to correct it. 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;
(V) enjoy the right to know about matters within the scope of the board of supervisors as stipulated by 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 laws, regulations, rules, normative documents and 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.
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.
If 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 may appoint a supervisor to handle 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. The notice of convening regular and interim meetings of the board of supervisors shall be sent to all supervisors in writing 10 and 5 days before the meeting.
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, 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 by laws, regulations, rules, normative documents and the articles of association.
Article 11 before issuing the notice of convening the regular meeting of the board of supervisors, the supervisors handling daily affairs shall solicit the meeting proposals from all supervisors and solicit opinions from all employees of the company for at least two days. When soliciting proposals and opinions, it 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, he shall submit a written proposal directly 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 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 temporary meetings of the board of supervisors, supervisors handling daily affairs shall submit written notice of the meeting to all supervisors by direct delivery, fax, e-mail or other means 10 and 5 days in advance respectively. If it is not delivered directly, it shall also be confirmed by telephone and recorded accordingly.
If the situation is urgent and 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 at any time, 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 and place 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.
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 chairman 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. 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 staff and workers’ Congress (staff and workers’ Congress) shall be replaced.
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 at the meeting of the board of supervisors shall be carried out in a registered and written manner. 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 board of supervisors shall examine the securities issuance documents and periodic reports prepared by the board of directors and put forward written examination opinions. The supervisor shall sign a written confirmation opinion. The supervisor of the company shall ensure that the company discloses information in a timely and fair manner and that the information disclosed is true, accurate and complete. If the supervisor of the company cannot guarantee the authenticity, accuracy and completeness of the contents of the securities issuance documents and periodic reports, or has objections, he shall express his opinions and state the reasons in the written confirmation opinions, which shall be disclosed by the company. If the company does not disclose, the supervisor may directly apply for disclosure. 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 votes shall include at least the following:
(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 abstention;
(V) other items that need to be recorded.
The voting votes shall be distributed by the supervisor in charge of the daily affairs of the board of supervisors to the supervisors attending the meeting before the voting, and shall be withdrawn after the voting is completed.
Article 25 the chairman of the board of supervisors shall be responsible for checking the votes 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 supervisors present at the meeting have any objection to the voting results of the meeting, they have the right to request the check of votes immediately after the chairman of the meeting announces 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 supervisor in charge of daily work 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;
(III) convener and moderator of the meeting;
(IV) attendance at the meeting;
(V) a description of the procedures and convening of the meeting;
(VI) proposals considered at the meeting, key points and main opinions of each supervisor on relevant matters, and voting intention on the proposal;
(VII) voting method and voting result of each proposal (specify the specific number of approval, opposition and abstention votes); (VIII) other matters that the supervisors attending the meeting think should be recorded.
For the meeting of the board of supervisors held by means of communication, the supervisor in charge of the daily affairs of the board of supervisors shall sort out the meeting minutes with reference to the above provisions.
Article 29 the supervisors attending the meeting shall sign and confirm the meeting minutes, meeting minutes and resolution records. If the supervisor has different opinions on the meeting minutes, meeting minutes or resolution records, he may make a written explanation when signing.
If the supervisor fails to sign for confirmation in accordance with the provisions of the preceding paragraph, it shall be deemed that he fully agrees with the contents of the meeting minutes, meeting minutes and resolution records.
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 serious losses to the company, the supervisors participating in the resolution shall be liable for compensation to the company; However, it is proved that when voting
