Rules of procedure of the board of supervisors
April 2022
Article 1 in order to standardize the procedures of the board of supervisors of Hitevision Co.Ltd(002955) (hereinafter referred to as the “company”) and improve the work efficiency and scientific decision-making level 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”) and the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board (hereinafter referred to as “standardized operation”) The articles of association of Hitevision Co.Ltd(002955) Co., Ltd. (hereinafter referred to as the “articles of association”) is formulated in combination with the actual situation of the company.
Article 2 the board of supervisors is the company’s permanent supervisory body, which performs its duties in accordance with the company law, the articles of association and these rules of procedure and is responsible for the general meeting of shareholders.
Article 3. The documents regulating the relationship between the board of directors and the senior managers of the company shall be legally binding.
Chapter II supervisors
Article 4 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 shall be democratically elected by the employees of the company through the employee congress, the employee congress or other forms.
Article 5 Any person who is not allowed to serve as a director under any of the circumstances specified in the articles of association shall not serve as a supervisor of the company. Directors, general managers and other senior managers shall not concurrently serve as supervisors. 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 6 supervisors shall abide by laws, administrative regulations and the articles of association, and bear the obligations of loyalty and diligence to the company. They shall not take advantage of their power to accept bribes or other illegal income, and shall not embezzle the company’s property. Article 7 The term of office of the supervisor is three years. Supervisors held by shareholders shall be elected or replaced by the general meeting of shareholders. Supervisors held by employee representatives shall be democratically elected or replaced by the company’s employees through the employee representative meeting, employee meeting or other forms. Supervisors can be re elected.
Article 8 a supervisor may resign before the expiration of his term of office. When a supervisor resigns, he shall submit a written resignation report to the board of supervisors.
Article 9 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 and the articles of association before the re elected supervisor takes office.
If the board of supervisors of the company is lower than the minimum quorum due to the resignation of the supervisor, the resignation report of the supervisor shall not take effect until the next supervisor fills the vacancy caused by his resignation.
If the supervisor to be added is a shareholder representative, the remaining board of supervisors shall propose to the board of directors to convene an extraordinary general meeting of shareholders to elect supervisors and fill the vacancy caused by the resignation of supervisors.
If it is necessary to add a supervisor, the employee representative shall serve as the supervisor, and the remaining board of supervisors shall require the employees of the company to democratically elect a supervisor to fill the vacancy caused by the resignation of the supervisor.
Article 10 when a supervisor resigns or his term of office expires, his obligations to the company and shareholders will not be automatically relieved within a reasonable period after his resignation report has not taken effect or takes effect, and within a reasonable period after the end of his term of office. His obligation to keep confidential the company’s business secrets will remain valid after the end of his term of office until the secrets become public information. The duration of other obligations shall be determined in accordance with the principle of fairness, depending on the length of time between the occurrence of the event and departure, as well as the circumstances and conditions under which the relationship with the company ends.
Article 11 rights of supervisors
(I) activities that exercise the power of supervision according to law shall be protected by law, and no unit or individual shall interfere;
(II) have the right to attend the meeting of the board of directors as nonvoting delegates and raise questions or suggestions on the matters resolved by the board of directors;
(III) have the right to inspect the business and financial status of the company, review books and documents, and require the board of directors or the general manager to provide relevant reports;
(IV) have the right to inspect and review various accounting statements and books issued by the board of directors in each fiscal year, and prepare their opinions into a report, which shall be reported to the general meeting of shareholders after being voted by the board of supervisors;
(V) have the right to exercise other supervision rights in accordance with the provisions of the articles of association and the entrustment of the board of supervisors.
Article 12 obligations of supervisors
(I) abide by laws, administrative regulations and the articles of association, and perform the obligations of integrity and diligence; (II) it is not allowed to take advantage of its position and authority in the company to seek personal interests for itself, accept bribes or other illegal income by taking advantage of its authority, and occupy the company’s property;
(III) the company’s secrets shall not be disclosed except in accordance with the law or with the consent of the general meeting of shareholders;
(IV) those who violate the provisions of laws, administrative regulations or the articles of association when performing their duties and cause damage to the company shall be liable for compensation;
(V) if the company’s interests, shareholders’ interests or employees’ interests are seriously damaged due to the failure to perform supervision obligations during the term of office, they shall be investigated for responsibility in accordance with relevant laws and regulations according to the degree of their fault.
(VI) it shall not use its affiliated relationship to damage the interests of the company. If it causes losses to the company, it shall be liable for compensation.
(VII) ensure that the information disclosed by the company is true, accurate and complete, and sign a written confirmation opinion on the periodic report.
Chapter III board of supervisors and its functions and powers
Article 13 the company has a board of supervisors. The board of supervisors is composed of three supervisors. The board of supervisors has a chairman, who is 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 14 the legitimate rights and interests of the shareholders and the board of supervisors shall not be infringed upon in the exercise of their functions and interests.
Article 15 the board of supervisors shall exercise the following functions and powers:
(I) it shall review the company’s periodic report prepared by the board of directors and put forward written review opinions, and the supervisor shall sign a written confirmation opinion;
(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 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, 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 stipulated in the articles of association and authorized by the general meeting of shareholders.
Article 16 if the board of supervisors considers that the resolution of the board of directors violates laws, administrative regulations and the articles of association and damages the interests of the company or 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 upholds the original resolution after reconsideration, the board of supervisors shall propose to convene an extraordinary general meeting of shareholders for settlement.
Chapter IV meeting system of the board of supervisors
Article 17 the board of supervisors shall hold a meeting at least once every six months.
The supervisor may propose to convene a meeting of the board of supervisors.
When convening a meeting of the board of supervisors, the board of supervisors shall deliver the notice of the meeting to all supervisors by personal delivery, telephone, fax, e-mail or other methods specified in the articles of association two days in advance.
Article 18 the written notice of the meeting of the board of supervisors shall at least include the following contents:
(I) date, place and duration of the meeting;
(II) reasons and topics;
(III) meeting form;
(IV) date of notice.
Article 19 on the premise of ensuring that supervisors can fully express their opinions, the meeting of the board of supervisors can form a written resolution without convening the meeting, but it must meet the advance notice time specified in these rules of procedure, and the draft resolution must be circulated by all supervisors. The resolution of the board of supervisors will take effect after being signed by more than half of all supervisors. Written resolutions can be made by fax or delivery.
Article 20 the board of supervisors of the company shall be attended by the supervisors in person. If the supervisors are unable to attend the meeting for some reason, they may entrust other supervisors in writing to attend the meeting on their behalf. The power of attorney shall specify the agent’s name, agency matters, authority and validity period, 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 a representative to attend, he shall be deemed to have waived his voting right at the meeting.
Article 21 If a supervisor fails to attend the meeting of the board of supervisors in person or entrust other supervisors to attend the meeting of the board of supervisors for two consecutive times, he shall be deemed unable to perform his duties, and the general meeting of shareholders or the general meeting of employees shall be replaced.
Chapter V resolutions of the board of supervisors
Article 22 the meeting of the board of supervisors shall be held only when more than half of the supervisors are present. The resolutions of the board of supervisors shall be adopted by voting, and each supervisor shall have one vote. The resolutions of the board of supervisors shall be valid if they are passed by more than half of the supervisors. The supervisor shall sign the resolution of the board of supervisors.
Article 23 when the board of supervisors deems it necessary, it may 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 answer questions of concern.
Article 24 when exercising its functions and powers, the board of supervisors may employ law firms, accounting firms and other professional institutions to provide assistance when necessary, and the expenses incurred shall be borne by the company.
Article 25 the board of supervisors shall make minutes of the decisions on the matters discussed, and the supervisors attending the meeting shall sign on the minutes.
The supervisor has the right to require some explanatory record of his speech at the meeting on the record. The minutes of the meeting of the board of supervisors shall be kept as the company’s archives for at least 10 years.
The board of supervisors shall designate a person as the minutes keeper of the meeting of the board of supervisors, and the supervisors attending the meeting shall sign and confirm the meeting minutes and resolution records. If the supervisor has different opinions on the 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, does not make a written explanation or make a public statement of his different opinions, it shall be deemed that he fully agrees with the contents of the meeting minutes, meeting minutes and resolution records.
Article 26 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 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 clearly expressed his opposition during the voting and recorded in the minutes of the meeting, the supervisor may be exempted from liability. Article 27 the minutes of the meeting of the board of supervisors shall include the following contents:
(I) the date and place of the meeting and the name of the convener;
(II) the name of the supervisor present and the name of the supervisor (agent) entrusted to attend the board of supervisors; (III) agenda of the meeting;
(IV) key points of supervisors’ speech;
(V) voting method and result of each resolution (the voting result shall indicate the number of votes in favor, against or abstaining).
Chapter VI implementation of resolutions of the board of supervisors
Article 28 the board of supervisors shall convey the formed resolution to the board of directors and the management team of the company.
Article 29 each resolution of the board of supervisors shall be executed or supervised by a supervisor. The appointed supervisor shall record the implementation of the resolution and report the implementation to the board of supervisors.
The chairman of the board of supervisors can organize supervisors to conduct self-examination on the implementation of the resolutions of the board of supervisors and put forward evaluation opinions.
Article 30 members of the board of supervisors shall have the obligation of confidentiality. The business secrets of the company and the proposals reviewed by the board of supervisors shall not be disclosed before the company discloses them.
Chapter VII supplementary provisions
Article 31 matters not covered in these rules of procedure shall be implemented in accordance with relevant national laws, regulations, normative documents and the relevant provisions of the articles of association.
Article 32 these rules of procedure are formulated by the board of supervisors and take effect after being deliberated and adopted by the general meeting of shareholders, and the same is true for amendments.
Article 33 these rules of procedure shall be interpreted by the board of supervisors authorized by the general meeting of shareholders.
Hitevision Co.Ltd(002955)
April, 2002
