Sansheng Intellectual Education Technology Co.Ltd(300282)
Rules of procedure of the board of supervisors
Chapter I General Provisions
Article 1 These rules are formulated to standardize the discussion methods and procedures of the board of supervisors of Sansheng Intellectual Education Technology Co.Ltd(300282) (hereinafter referred to as “the company”), improve the work efficiency of the board of supervisors and ensure that the board of supervisors earnestly performs its supervisory duties.
Article 2 These rules are formulated in accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), other current relevant laws, administrative regulations and Sansheng Intellectual Education Technology Co.Ltd(300282) articles of Association (hereinafter referred to as the “articles of association”).
Article 3 the board of supervisors shall exercise the company’s supervision power according to law to protect the rights and interests of shareholders, the interests of the company and the legitimate rights and interests of employees and other stakeholders from infringement.
Article 4 supervisors shall abide by relevant laws, administrative regulations, administrative rules and the articles of association and faithfully perform their duties. The activities of supervisors exercising their supervisory power according to law shall be protected by law, and no unit or individual shall interfere or obstruct them.
Article 5 the board of supervisors shall be established during the existence of the company.
Chapter II qualifications and responsibilities of supervisors
Article 6 under any of the following circumstances, he cannot serve as a supervisor of the company:
(I) no or limited capacity for civil conduct;
(II) being sentenced to criminal punishment for corruption, bribery, misappropriation of property, misappropriation of property or undermining the order of the socialist market economy, and the expiration of the execution period is less than 5 years, or being deprived of political rights for a crime, and the expiration of the execution period is less than 5 years;
(III) where he is a director, supervisor, factory director or manager of a company or enterprise in bankruptcy liquidation and is personally responsible for the bankruptcy of the company or enterprise, less than 3 years have elapsed since the completion of the bankruptcy liquidation of the company or enterprise; (IV) having served as the legal representative of a company or enterprise whose business license has been revoked or ordered to close down due to violation of law, and having personal responsibility, less than 3 years have elapsed since the date of revocation of the business license of the company or enterprise;
(V) a large amount of personal debt is not paid off when due;
(VI) being prohibited from entering the securities market by the CSRC, and the time limit has not expired;
(VII) other contents stipulated by laws, administrative regulations or departmental rules.
Directors, general managers and other senior managers shall not concurrently serve as supervisors.
Article 7 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 authority to accept bribes or other illegal income, and shall not misappropriate the company’s property.
Article 8 The term of office of the supervisor is 3 years. Upon expiration of the term of office, the supervisor may be re elected.
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.
Article 10 the supervisor shall ensure that the information disclosed by the company is true, accurate and complete, and sign a written confirmation opinion on the periodic report.
Article 11 supervisors may attend the meetings of the board of directors as nonvoting delegates and raise questions or suggestions on the resolutions of the board of directors.
Article 12 supervisors shall not use their affiliated relationship to damage the interests of the company. If losses are caused to the company, they shall be liable for compensation.
Article 13 If a supervisor violates the provisions of laws, administrative regulations, departmental rules or the articles of association when performing his duties and causes losses to the company, he shall be liable for compensation.
Chapter III composition and powers of the board of supervisors
Article 14 the company has a board of supervisors. The board of supervisors shall be composed of three supervisors elected by more than half of the supervisors, and one chairman shall be elected by 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.
Article 15 the board of supervisors shall include one employee representative supervisor. The employee representatives in the board of supervisors shall be democratically elected by the employees of the company through the employee congress, the employee congress or other forms.
Article 16 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 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 the provisions 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.
Chapter III convening of the meeting 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 an interim meeting of the board of supervisors.
The resolution of the board of supervisors shall be adopted by more than half of the supervisors.
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) when the company, directors, supervisors and senior managers are punished or publicly condemned by the government regulatory authorities;
(VI) when required by the government supervision department;
(VII) other circumstances stipulated in the articles of association.
Article 18 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, the vice chairman of the board of supervisors shall convene and preside over the meeting of the board of supervisors; If there is no vice chairman or the vice chairman is unable to perform his duties 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 19 the following preparations shall be made before the meeting of the board of supervisors:
(I) propose the draft agenda of the meeting;
(II) submit proposals for deliberation. The topics submitted for deliberation shall have corresponding working papers and relevant explanatory documents and reports;
(III) 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 20 the notice of the meeting shall be delivered to all supervisors in writing 10 days before the meeting is held. The interim meeting may be notified to all supervisors five days before the meeting by fax, e-mail or personal delivery.
The notice can be delivered by hand, fax or e-mail. If it is delivered by hand, the supervisor shall sign it. If it is delivered by fax or e-mail, the time displayed by fax or E-mail shall prevail. The notice of the meeting of the board of supervisors includes 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.
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 21 if the meeting of the board of supervisors cannot be held as scheduled for some reason, a public announcement shall be made to explain the reasons.
Article 22 on the premise of ensuring that supervisors can fully express their opinions, the meeting of the board of supervisors can be held in writing, telephone, fax or with the help of communication equipment that all supervisors can communicate, and make resolutions, which shall be signed by the participating supervisors.
Article 23 the board of supervisors may invite the chairman, directors or general manager to attend the meeting as nonvoting delegates when it deems necessary. Article 24 supervisors shall attend the meetings of the board of supervisors. Supervisors who are absent for some reason may submit written opinions or vote in advance, or entrust other supervisors to attend the meeting on their behalf in writing.
To attend the meeting on behalf of the principal, the principal must be entrusted in writing by the principal. The power of attorney shall specify the name, agency matters, scope of authorization and period of validity of the agent, and shall be signed or sealed by the principal. The supervisor who attends the meeting of supervisors on his behalf shall exercise the rights of the supervisor within the scope of authorization.
Those who are absent from the meeting without reason and do not submit written opinions or vote shall be deemed to have waived their voting rights at the meeting of the board of supervisors.
Article 25 If a supervisor is unable to attend the meeting of the board of supervisors in person for two consecutive times and fails to entrust other supervisors to attend the meeting on his behalf, he shall be deemed unable to perform his duties and shall be replaced at the shareholders’ meeting or the workers’ Congress.
Chapter IV proposals, voting and resolutions of the board of supervisors
Article 26 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 shall attend the meetings of the board of supervisors as nonvoting delegates.
Article 27 the company’s supervisors and other relevant personnel shall submit the proposals to be studied, discussed and decided by the board of supervisors to the chairman of the board of supervisors in advance, and the chairman of the board of supervisors shall decide whether to include them in the agenda of the meeting.
For the proposal not included in the agenda of the meeting, the chairman of the board of supervisors shall explain the reasons to the proposer in writing. Otherwise, the proposer has the right to ask the board of supervisors to consider whether the proposal should be included in the agenda of the meeting.
Article 28 the proposal of the meeting shall meet the following conditions:
(I) the content of the proposal does not conflict with relevant laws, administrative regulations and the articles of Association;
(II) there are clear topics and specific matters;
(II) must be submitted in writing.
Article 29 according to the functions and powers of the board of supervisors described in these rules, the proposals discussed at the meeting include but are not limited to: (I) problems found in the inspection of the company’s finance and improvement measures;
(II) put forward corresponding proposals to the board of directors after discussion on the acts of directors, general manager and other senior managers in violation of laws, regulations or the articles of association when performing their duties;
(III) when the acts of directors, general managers and other senior managers harm the interests of the company, require them to correct them and report to the general meeting of shareholders or relevant national competent authorities when necessary;
(II) propose to convene an extraordinary general meeting of shareholders.
Article 30 when the meeting of the board of supervisors is held, the supervisors attending the meeting shall carefully discuss the relevant proposals submitted and vote on the relevant proposals.
Article 31 when the board of supervisors holds a meeting, the chairman of the board of supervisors shall be the chairman of the meeting to announce the agenda of the meeting and preside over the proceedings according to the agenda of the meeting; If the chairman of the board of supervisors is unable or fails to perform his duties, the vice chairman of the board of supervisors shall convene and preside over the meeting of the board of supervisors; If the vice 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 chairman of the meeting shall carefully preside over the meeting, fully listen to the opinions of the supervisors, control the process of the meeting, save time, and improve the efficiency of discussion and the scientificity of decision-making.
Article 32 members of the board of supervisors have the right to speak and express their opinions fully at the board of supervisors.
Article 33 the voting method of the board of supervisors is a show of hands or voting. Each supervisor has one vote.
When deliberating and voting on relevant matters or proposals, supervisors attending the meeting of the board of supervisors shall fully express their personal suggestions and opinions on the matters discussed in a serious and responsible attitude towards the company, and be responsible for their own voting.
Article 34 the voting of the meeting of the board of supervisors shall be carried out in the form of one person, one vote, open name and written form. 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. Article 35 the resolution of the board of supervisors shall be valid only with the consent of more than half of all supervisors.
Article 36 the convening procedures, voting methods and the contents of the resolutions of the board of supervisors shall comply with the provisions of laws, administrative regulations, the articles of association and these rules. Otherwise, the resulting resolution is invalid.
Article 37 the board of supervisors 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 and answer questions of concern. Non members of the board of supervisors who attend the meeting as nonvoting delegates shall not intervene in the affairs of the board of supervisors, and shall not affect the process, voting and resolutions of the meeting.
Article 38 every resolution of the board of supervisors shall be executed or supervised by a supervisor. The appointed supervisor shall record the implementation and report the final implementation results to the board of supervisors.
Chapter V minutes of the meeting of the board of supervisors
Article 39 the meeting of the board of supervisors shall be recorded, and the supervisors and recorder attending the meeting shall sign on the meeting minutes. Supervisors present at the meeting have the right to require explanatory records of their speeches at the meeting on the minutes. The minutes of the meeting of the board of supervisors shall be kept by the Secretary of the board of directors as the company’s archives for a period of not less than 10 years. Article 40 the minutes of the meeting of the board of supervisors 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;
