Tibet Summit Resources Co.Ltd(600338)
Rules of procedure of the board of supervisors
(revised in January 2021)
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 supervisory duties, and improve the corporate governance structure of the company, in accordance with the company law, the securities law and the standards for the governance of listed companies These rules are formulated in accordance with the stock listing rules of Shanghai Stock Exchange and the Tibet Summit Resources Co.Ltd(600338) articles of Association (hereinafter referred to as the “articles of association”) and other relevant provisions.
Article 2 the board of supervisors is the supervisory body and is responsible to all shareholders. The board of supervisors shall supervise the legality and compliance of the company’s finance and the performance of duties by the board of directors, general manager and other senior managers, and safeguard the legitimate rights and interests of the company and shareholders.
Chapter II composition and powers of the board of supervisors
Article 3 the board of supervisors is composed of three supervisors, and the board of supervisors has one chairman. The appointment and removal of the chairman of the board of supervisors shall be approved by half of the members of the board of 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 board of supervisors of the company includes shareholder representatives and employee representatives, including one employee representative. Supervisors held by shareholders’ representatives shall be elected and removed by the shareholders’ meeting, and supervisors held by employees’ representatives shall be democratically elected and removed by the company’s employees through the employees’ Congress.
Article 4 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.
Article 5 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) organize the performance of the duties of the board of supervisors;
(III) sign the report of the board of supervisors and other important documents;
(IV) report to the general meeting of shareholders on behalf of the board of 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) require 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 them, and the expenses shall be borne by the company.
Chapter III proposal and notice of the meeting of the board of supervisors
Article 7 the meetings of the board of supervisors are divided into regular meetings and interim meetings.
Article 8 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 pass resolutions that violate laws, regulations, rules, various regulations and requirements of regulatory authorities, 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) the company, directors, supervisors and senior managers are punished by the securities regulatory authorities or publicly condemned by the Shanghai Stock Exchange;
(VI) when required by the securities regulatory authority;
(VII) other circumstances stipulated in the articles of association.
Article 9 before issuing the notice of convening the regular meeting of the board of supervisors, the office of the board of supervisors shall solicit meeting proposals from all supervisors and solicit opinions from the 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 company’s standardized operation and the job behavior of directors and senior managers, rather than the decision-making of the company’s operation and management.
Article 10 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 matters: (I) the 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.
If the office of the board of supervisors delays in issuing the meeting notice, the proposing supervisor shall report to the regulatory authority in time. Article 11 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 12 for convening regular and interim meetings of the board of supervisors, the office of the board of supervisors shall submit the written meeting notice stamped with the seal of the board of supervisors to all supervisors by mail, e-mail, special delivery or fax 10 and 3 days in advance.
In case of emergency, if it is necessary to convene an interim meeting of the board of supervisors as soon as possible, the meeting notice may be sent orally or by telephone at any time, but the convener shall make an explanation at the meeting.
Article 13 contents of meeting notice
The written meeting notice shall at least include the following contents:
(I) date, place and duration of the meeting;
(II) reasons and topics;
(III) date of notice.
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.
Chapter IV convening and voting of the meeting of the board of supervisors
Article 14 the meeting of the board of supervisors shall be held on site.
In case of emergency, the meeting of the board of supervisors may vote by means of communication, but the convener of the board of supervisors (meeting host) shall explain the specific emergency to the participating supervisors. During communication voting, supervisors shall fax their written opinions and voting intention on the matters under consideration to the office of the board of supervisors after signing for confirmation. Supervisors shall not only state their voting opinions without expressing their written opinions or voting reasons.
Article 15 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 and the securities affairs representative shall attend the meetings of the board of supervisors as nonvoting delegates.
Article 16 the chairman of the meeting shall request the participating supervisors 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 intermediaries to attend the meeting to accept questions.
Article 17 the voting at the meeting of the board of supervisors shall be conducted in the form of one person, one vote and written voting.
The voting intentions of supervisors are divided into consent, objection and waiver. The 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 the supervisors present at the meeting.
Article 18 the whole process of the meeting of the board of supervisors may be recorded as necessary.
Article 19 the office staff of the board of supervisors shall make records of the on-site meetings. 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) proposals considered at the meeting, key points and main opinions of each supervisor on relevant matters, and voting intention on proposals;
(VI) voting method and voting results of each proposal (specify the specific number of affirmative, negative and abstention votes); (VII) other matters that the attending supervisors think should be recorded.
For the meeting of the board of supervisors held by means of communication, the office of the board of supervisors shall sort out the meeting minutes with reference to the above provisions.
Article 20 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 department in time, or make a public statement.
If the supervisor fails to sign for confirmation in accordance with the provisions of the preceding paragraph, does not make 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 21 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 22 the meeting archives of the board of supervisors, including meeting notices and meeting materials, meeting attendance book, meeting recording materials, voting votes, meeting minutes signed and confirmed by the participating supervisors, 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 shall be more than 10 years.
Chapter V Implementation of resolutions of the board of supervisors
Article 23 the supervisor shall urge relevant personnel to implement the resolutions of the board of supervisors. The chairman of the board of supervisors shall report the implementation of the formed resolutions at the subsequent meetings of the board of supervisors.
Article 24 the chairman of the board of supervisors may organize supervisors to inspect the implementation of the resolutions of the board of supervisors and put forward evaluation opinions.
Chapter VI supplementary provisions
Article 25 the terms “above” and “within” in these rules include this number; “Guo” does not include this number.
Article 26 matters not covered in these Rules shall be implemented with reference to the relevant provisions of the rules of procedure of the board of directors of the company.
Article 27 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. Article 28 these Rules shall be interpreted by the board of supervisors.
Tibet Summit Resources Co.Ltd(600338) January 2022
