Bingshan Refrigeration & Heat Transfer Technologies Co.Ltd(000530) rules of procedure of the board of supervisors
(reviewed and revised at the 2021 annual general meeting of shareholders)
Article 1 Purpose
In order to further standardize the discussion methods and decision-making procedures of the board of supervisors of Bingshan Refrigeration & Heat Transfer Technologies Co.Ltd(000530) (hereinafter referred to as the “company”) and improve the standardized operation and scientific decision-making level of the board of supervisors, these rules are formulated in accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”) and other laws and regulations and the relevant provisions of Bingshan Refrigeration & Heat Transfer Technologies Co.Ltd(000530) articles of Association (hereinafter referred to as the “articles of association”).
Article 2 meetings of the board of supervisors
The meetings of the board of supervisors are divided into regular meetings and interim meetings.
The board of supervisors shall hold at least three meetings every year and at least one meeting every six months. Article 3 proposal of regular meeting
Before issuing the notice of convening the regular meeting of the board of supervisors, the proposal of the meeting shall be solicited from all supervisors. When soliciting proposals, it should be explained 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 company’s operation and management.
Article 4 interim meeting
In case of any of the following circumstances, the board of supervisors shall convene an interim meeting within 10 days:
(I) when more than one-third of the supervisors propose to hold the meeting;
(II) when the chairman of the board of supervisors deems it necessary;
(III) other circumstances stipulated in the articles of association.
Article 5 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) 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.
Article 6 convening and presiding over the meeting
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 7 notice of meeting
If the board of supervisors holds a regular meeting, it shall notify all supervisors in writing ten days before the meeting. If the board of supervisors holds an interim meeting, it shall notify all supervisors in writing five days before the meeting. Article 8 contents of meeting notice
The written meeting notice shall at least include 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 supervisor shall attend the meeting in person or entrust other supervisors to attend the meeting on his behalf;
(VI) contact person and contact information.
Article 9 convening of the meeting
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.
Article 10 attendance in person and entrusted attendance
In principle, supervisors shall attend the meeting of the board of supervisors in person. If he is unable to attend the meeting for some reason, he shall review the meeting materials in advance, form a clear opinion, and entrust other supervisors in writing to attend the meeting on his behalf. Article 11 convening method of the meeting
The meeting of the board of supervisors shall be held on site. On the premise of ensuring that supervisors can fully express their opinions, it can also be held by means of communication voting.
Article 12 authority of the board of supervisors
The contents listed in article 7.4 of Chapter VII of the articles of association are the discussion scope of the board of supervisors. Article 13 deliberation procedures of the meeting
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.
Article 14 express opinions
Supervisors shall carefully read the relevant meeting materials and express their opinions independently and prudently on the basis of full understanding of the situation.
Article 15 voting at the meeting
The voting at the meeting of the board of supervisors shall be carried out in the form of one person, one vote, a show of hands and a vote if necessary.
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 16 formation of resolutions
When the board of supervisors deliberates and adopts the meeting proposal and forms relevant resolutions, more than half of all supervisors of the company must vote in favor of the proposal. Where laws, administrative regulations and the articles of association stipulate that the board of supervisors should obtain the consent of more supervisors when forming a resolution, such provisions shall prevail.
Article 17 meeting minutes
The staff of the board of supervisors shall 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) moderator and convener;
(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 voting, the minutes of the meeting shall be sorted out with reference to the above provisions.
Article 18 resolutions of the meeting
In addition to the meeting minutes, a separate resolution record shall be made for the resolutions formed at the meeting according to the statistical voting results.
Article 19 signature of Supervisor
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. 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 and resolution records.
Article 20 announcement of resolutions
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.
Article 21 implementation of resolutions
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 22 preservation of meeting archives
The meeting archives of the board of supervisors, including the meeting notice and meeting materials, the power of attorney of the supervisors to attend on their behalf, the meeting minutes signed and confirmed by the supervisors attending the meeting, the resolution records, 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.
Article 23 supplementary provisions
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. These Rules shall be interpreted by the board of supervisors.
