Rules of procedure of the board of supervisors
(revised in April 2022)
Chapter I General Provisions
Article 1 in order to further improve the discussion methods and voting procedures of the board of supervisors of Gosun Holdings Co.Ltd(000971) (hereinafter referred to as “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. These rules are hereby formulated in accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the standards for the governance of listed companies, the Gosun Holdings Co.Ltd(000971) articles of Association (hereinafter referred to as the “articles of association”) and other laws, regulations and normative documents.
Article 2 the board of supervisors is established in accordance with the company law and the articles of association, and exercises the right of supervision in accordance with relevant laws, regulations, the articles of association and these rules to protect the interests of shareholders, the company and employees from infringement. No unit or individual shall interfere or interfere with the normal exercise of functions and powers of supervisors and the board of supervisors. Chapter II composition and powers of the board of supervisors
Article 3 the board of supervisors is the supervisory body established by the company according to law, which is responsible for the general meeting of shareholders and reports on its work. Article 4 the board of supervisors is composed of three supervisors, and the board of supervisors has one chairman. The chairman of the board of supervisors shall be elected by more than half of all supervisors. When necessary, the chairman of the board of supervisors may request relevant departments and personnel of the company to assist him in handling the daily affairs of the board of supervisors.
Article 5 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 financial affairs of the company;
(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;
(IX) other functions and powers specified in the articles of association or authorized by the general meeting of shareholders.
Chapter III convening and presiding over the meeting
Article 6 the meetings of the board of supervisors are divided into regular meetings and interim meetings. The board of supervisors shall hold a meeting at least 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 Shenzhen Stock Exchange;
(VI) when required by the securities regulatory authority;
(VII) other circumstances stipulated in the articles of association.
Article 7 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.
Chapter IV notice and proposal of the meeting
Article 8 when convening a regular meeting of the board of supervisors, the chairman of the board of supervisors shall give a notice of the meeting 5 days in advance; When convening an interim meeting of the board of supervisors, the chairman of the board of supervisors shall give a notice of the meeting 3 days in advance. It shall be delivered to all supervisors by hand, written notice, telephone, fax, mail, e-mail or other means.
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 9 the written notice of the meeting shall include the following contents:
(I) time, place and duration of the meeting;
(II) matters to be considered (meeting proposal);
(III) date of notice.
Article 10 convening method of the meeting
On the premise of ensuring that supervisors can fully express their opinions, the meeting of the board of supervisors can be held by means of on-site, communication, or a combination of on-site and communication, and make resolutions, which shall be signed by the participating supervisors. Supervisors can sign resolutions and other meeting related documents by means of electronic signature recognized by the company.
Article 11 proposals of regular meetings
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. 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.
Article 12 proposal procedure of interim meeting
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) proposed method, place and time limit of the meeting;
(IV) clear and specific proposals;
(V) contact information and proposal date of the proposed supervisor.
Within three days after the chairman of the board of supervisors receives the written proposal of the supervisor, the chairman of the board of supervisors shall issue a notice of convening an interim meeting of the board of supervisors.
If the chairman of the board of supervisors is lazy in issuing the meeting notice, the proposed supervisor shall report to the regulatory authority in time.
Chapter V convening of the meeting
Article 13 the meeting of the board of supervisors shall be held only when more than half of the supervisors are present. Supervisors shall attend the meeting. If a supervisor is unable to attend the meeting of the board of supervisors for some reason, he shall ask for leave from the convener of the board of supervisors in advance, or entrust other supervisors to vote on his behalf, but the power of attorney shall specify the scope of authorization.
Article 14 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.
Chapter VI resolutions and minutes of the meeting
Article 15 the voting of the meeting of the board of supervisors shall be one person, one vote, which may be by show of hands or written voting.
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.
Article 16 the chairman of the board of supervisors shall designate staff to 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) proposals considered at the meeting, key points and main opinions of each supervisor on relevant matters, and voting intention on the proposal;
(VI) voting method and voting result of each proposal (specify the specific number of approval, opposition and abstention votes); (VII) 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 chairman of the board of supervisors shall sort out the meeting minutes with reference to the above provisions.
Article 17 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 18 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 Shenzhen Stock Exchange.
Article 19 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 20 the meeting archives of the board of supervisors, including meeting notices and meeting materials, meeting attendance book (if any), 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.
Chapter VII supplementary provisions
Article 21 the board of supervisors of the company shall be responsible for the interpretation of these rules.
Article 22 these Rules shall be implemented after being deliberated and approved by the general meeting of shareholders of the company, and the same shall apply to amendments.
Article 23 in case of any conflict between the relevant provisions of these rules and the relevant laws, regulations and rules promulgated or revised in the future and the articles of association revised according to the legal procedures, these Rules shall be implemented in accordance with the provisions of relevant laws, regulations, rules and the articles of association, and these Rules shall be revised in time.
