Beijing Quanshi World Online Network Information Co.Ltd(002995)
Rules of procedure of the board of supervisors
April, 2002
catalogue
Chapter I General Provisions Chapter II notice of the meeting of the board of supervisors Chapter III proposal of the meeting of the board of supervisors Chapter IV convening of the meeting of the board of supervisors 3 Chapter V voting on the proceedings of the board of supervisors Chapter VI minutes of the board of supervisors Chapter VII implementation of resolutions of the board of supervisors 6 Chapter VIII Supplementary Provisions seven
Beijing Quanshi World Online Network Information Co.Ltd(002995)
Rules of procedure of the board of supervisors
Chapter I General Provisions
Article 1 in order to standardize the decision-making behavior of the board of supervisors and ensure the legalization, scientization and institutionalization of the decision-making of the board of supervisors, in accordance with the relevant provisions of the company law of the people's Republic of China (hereinafter referred to as the "company law"), the securities law of the people's Republic of China, the governance standards of listed companies, the stock listing rules of Shenzhen Stock Exchange, and the Beijing Quanshi World Online Network Information Co.Ltd(002995) articles of Association (hereinafter referred to as the "articles of association"), Formulate these rules.
Article 2 the board of supervisors is the company's permanent supervisory body and is responsible to all shareholders; The board of supervisors shall exercise the duties and rights granted by laws, regulations, normative documents, the articles of association and all shareholders, supervise the legality and compliance of the company's finance and the performance of duties by the company's directors, managers and other senior managers, and safeguard the legitimate rights and interests of the company and shareholders.
Article 3 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; Explain whether the preparation and review procedures of the board of directors for the periodic report comply with the laws, administrative regulations, the provisions of the CSRC and the Shenzhen Stock Exchange, and whether the contents of the report can truly, accurately and completely reflect the actual situation of the listed company; (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.
Article 4 the company shall take effective measures to protect the supervisors' right to know and provide necessary assistance for the supervisors to perform their duties normally. No one shall interfere or obstruct them.
Chapter II notice of the meeting of the board of supervisors
Article 5 the board of supervisors shall convene a meeting at least once every six months, and the supervisor may propose to convene an interim meeting of supervisors.
Article 6 the board of supervisors shall be convened 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 of the board of supervisors.
Article 7 the notice of the meeting shall not be later than 10 days before the convening of the board of supervisors, or shall be sent to all supervisors. The temporary meeting of the board of supervisors shall be sent a written notice 2 days before the convening of the meeting; However, in case of emergency, the convener may notify the convening of the meeting at any time by oral or telephone without being limited by the above-mentioned notice method and time limit, but the convener shall make an explanation at the meeting. The meeting notice shall specify the following contents:
(I) date, place, agenda, method and duration of the meeting;
(II) reasons and topics;
(III) date of notice.
The notice of convening the board of supervisors shall be delivered by hand, mailed, fax, e-mail, etc. Chapter III proposals of the meeting of the board of supervisors
Article 8 before issuing the notice of convening the regular meeting of the board of supervisors, the convener of the board of supervisors shall solicit proposals from all supervisors.
Article 9 whether the proposals collected are included in the agenda of the meeting of the board of supervisors shall be decided by the convener of the board of supervisors; If the proposal put forward by the supervisor fails to be included in the agenda of the meeting, the convener shall explain to the proposal supervisor. If the proposal supervisor still insists on being included in the agenda, the board of supervisors shall vote and decide.
Chapter IV convening of the meeting of the board of supervisors
Article 10 the meeting of the board of supervisors shall be attended by the supervisor himself. If the supervisor is unable to attend the meeting of the board of supervisors for some reason, he shall ask the chairman of the board of supervisors for leave in advance, put forward written opinions or vote on the topics of the meeting, and may also entrust other supervisors to exercise their voting rights. However, if a supervisor is unable to attend the meeting for two consecutive times and does not entrust other supervisors to exercise their functions and powers on behalf of him, he shall be deemed to be unable to perform his duties. The board of directors and the board of supervisors have the right to recommend the general meeting of shareholders or the workers' Congress to replace him.
Article 11 the power of attorney shall specify the name, agency matters, authority and term of validity of the agent, and shall be signed or sealed by the principal.
The supervisor who attends the meeting on his behalf shall exercise the rights of the supervisor within the scope of authorization. If a supervisor fails to attend the meeting of the board of supervisors or entrust other supervisors to attend, he shall be deemed to have waived his voting right at the meeting.
The board of supervisors may, according to the actual situation, require the company's directors, general manager and other senior managers, internal and external auditors to attend the meeting of the board of supervisors as nonvoting delegates and state relevant matters to the board of supervisors or answer questions.
Chapter V voting of the board of supervisors
Article 12 the board of supervisors generally adopts the on-site meeting. After deliberation and discussion, the relevant proposals shall be voted by show of hands or voting, and the voting results shall be announced immediately. The proposals deliberated and passed shall form resolutions and be implemented. Under special circumstances, the meeting of the board of supervisors can be held by video conference and teleconference, and voting can be carried out by fax and e-mail. If voting is carried out by fax, e-mail and other communication methods, the supervisor shall, within two days from the end of the meeting of the board of directors, sign the original written documents related to voting and deliver them to the company's residence by express mail or personal delivery.
Article 13 the meeting of the board of supervisors shall be held only when more than half of all 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.
Article 14 the Secretary of the board of directors and securities affairs representative shall attend the meeting of the board of supervisors as nonvoting delegates.
Article 15 the voting of resolutions of the board of supervisors shall be one person, one vote.
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 of the board of supervisors shall be adopted by more than half of the supervisors.
Article 16 the chairman of the meeting shall announce whether the resolution is passed according to the voting results, and shall announce the voting results at the meeting. The voting results of the meeting shall be recorded in the minutes of the meeting.
Article 17 If the chairman of the meeting has any doubt about the result of the resolution submitted for voting, he may liquidate the number of votes cast; If the chairman of the meeting fails to check the votes and the supervisors present at the meeting have objections to the results announced by the chairman of the meeting, they have the right to request the check of votes immediately after announcing the voting results, and the chairman of the meeting shall check the votes in time.
Article 18 the board of supervisors has the right to express independent opinions on the following matters:
(I) the operation of the company in accordance with the law, and evaluate the company's decision-making procedures, internal control system, and whether the directors, managers, and other senior executives have violated the law, regulations, or harmed the interests of the company when performing their duties;
(II) check the financial situation of the company. The board of supervisors shall evaluate the audit report issued by the accounting firm and the matters involved, and evaluate the financial status and operating results;
(III) evaluate the transaction price, transaction mode, whether there is insider trading, related party transactions, whether there is damage to shareholders' rights and interests and the interests of the company;
(IV) if the accounting firm issues a review report with explanations, reservations, refusal or negative opinions, it shall clearly indicate the evaluation opinions;
(V) deposit and use of raised funds;
(VI) formulation and adjustment of profit distribution policies and plans;
(VII) other matters requiring independent opinions of the board of supervisors as stipulated in laws, administrative regulations and the articles of association.
Article 19 when the company holds a meeting of the board of supervisors, it shall timely submit the resolution of the board of supervisors to Shenzhen stock exchange for filing after the meeting, and make an announcement after being registered by the exchange.
The resolution of the board of supervisors shall be signed and confirmed by the supervisors attending the meeting. The supervisor shall ensure that the contents of the announcement of the resolution of the board of supervisors are true, accurate and complete, and there are no false records, misleading statements or major omissions.
Article 20 the announcement of the resolution of the board of supervisors shall include the following contents:
(I) the time, place and mode of the meeting, as well as an explanation of whether it complies with the provisions of relevant laws, administrative regulations, departmental rules, normative documents and the articles of Association;
(II) the number and names of supervisors who entrust others to attend and be absent, the reasons for their absence and the names of entrusted supervisors;
(III) the number of approval, opposition and abstention votes obtained for each proposal, as well as the reasons for the opposition or abstention of relevant supervisors;
(IV) the specific contents of the matters under consideration and the resolutions formed at the meeting.
Chapter VI minutes of the board of supervisors
Article 21 at the meeting of the board of supervisors, a special person shall be designated to take minutes of the meeting, which shall include the following contents:
(I) session, time, place and method of the meeting;
(II) convener and moderator of the meeting;
(III) attendance at the meeting;
(IV) proposals considered at the meeting, key points and main opinions of each supervisor on relevant matters;
(V) voting method and result of each voting matter (the voting result shall indicate the number of votes for, against or abstaining);
(VI) other matters that the attending supervisors consider necessary to be recorded.
Article 22 the minutes of the meeting of the board of supervisors shall be true, accurate and complete, and fully reflect the opinions of the participants on the matters under consideration. The supervisors and recorder attending the meeting shall sign the minutes. Supervisors have the right to require that their speeches at the meeting be recorded in the minutes.
Article 23 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, if it is proved that the supervisor has expressed objection when voting and recorded it in the meeting minutes, the supervisor may be exempted from liability. Article 24 the board of supervisors of the company shall form meeting minutes on the meeting. The meeting minutes shall be kept by the Secretary of the board of directors or a specially assigned person, and the retention period shall not be less than 10 years.
Chapter VII implementation of resolutions of the board of supervisors
Article 25 the chairman of the board of supervisors shall supervise the implementation of resolutions and report the final implementation results to the board of supervisors.
Article 26 in order to perform their duties, supervisors may employ lawyers, certified public accountants and other professionals to assist their work when necessary, and the reasonable expenses incurred shall be borne by the company.
Article 27 the board of supervisors shall not interfere with and participate in the company's daily operation and management and personnel appointment and removal. However, if the directors and senior managers violate laws, regulations, articles of association or resolutions of the general meeting of shareholders, the board of supervisors has the right to propose to remove them. The board of supervisors has the right to require the directors and senior managers to make corrections when their acts harm the interests of the company. Chapter VIII supplementary provisions
Article 28 members of the board of supervisors shall have the obligation of confidentiality. The company shall not disclose the company's trade secrets learned during the performance of supervision and inspection and internal audit and the proposals considered by the board of supervisors before the company has implemented information disclosure. Article 29 the expression "above" in these rules includes this number, and the expression "below" does not include this number.
Article 30 Where there are no provisions in these rules, or the provisions in these rules are inconsistent with the provisions of laws and regulations, normative documents and the articles of association, the relevant provisions of laws and regulations, normative documents and the articles of association shall prevail. These rules are formulated, interpreted and revised by the board of supervisors of the company. These Rules shall come into force from the date of approval by the general meeting of shareholders of the company.
Beijing Quanshi World Online Network Information Co.Ltd(002995) April 2022
