Yunding Technology Co.Ltd(000409)
Rules of procedure of the board of supervisors
(reviewed and approved by the 2021 annual general meeting of shareholders of the company on May 18, 2022)
Chapter I General Provisions
Article 1 in order to standardize the discussion methods and procedures of the board of supervisors of Yunding Technology Co.Ltd(000409) (“the company”), effectively exercise the functions and powers of the board of supervisors, give full play to the supervisory role of the board of supervisors and improve the work efficiency of the board of supervisors, according to the company law of the people’s Republic of China (“the company law”) These rules are formulated in accordance with the requirements of the standards for the governance of listed companies, the stock listing rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and the Yunding Technology Co.Ltd(000409) articles of Association (the “company charter”).
Article 2 These rules are binding on all supervisors, the Secretary of the board of directors, directors and other senior managers attending the meetings of the board of supervisors.
Article 3 the company shall establish a board of supervisors according to law to exercise the right of supervision and protect the legitimate rights and interests of shareholders, the company and employees from infringement. The board of supervisors shall be responsible for and report to the general meeting of shareholders.
The company shall take effective measures to protect supervisors’ right to know and provide necessary conditions for supervisors to perform their duties normally. Chapter II supervisors and chairman of the board of supervisors
Article 4 the board of supervisors of the company 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. 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 5 the number of supervisors held by the employee representatives of the company shall not be less than 1 / 3 of the total number of supervisors.
Non employee representative supervisors shall be elected and dismissed by the general meeting of shareholders. Generally, the candidates for non employee representative supervisors shall be submitted to the general meeting of shareholders by the board of supervisors of the company in the form of proposal. The shareholders and the board of supervisors of the company may nominate candidates for supervisors in accordance with the provisions of the articles of Association; The employee representative supervisor shall be democratically elected or replaced by the employees of the company through the employee congress, employee congress or other forms.
Article 6 the circumstances in Article 98 of the articles of association about not being a director shall also apply to supervisors. Directors and senior managers shall not concurrently serve as supervisors.
Article 7 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 8 supervisors shall abide by laws, administrative regulations and the articles of association, and bear the obligation of loyalty and diligence to the company. They shall not take advantage of their power to accept bribes or other illegal income, occupy the company’s property, and disclose the company’s business secrets and other production, operation and management secrets.
Article 9 the supervisor shall ensure that the information disclosed by the company is true, accurate and complete.
Article 10 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.
Article 11 when a supervisor resigns or his term of office expires, his obligations to the company shall 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 trade secrets shall 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 12 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 13 the chairman of the board of supervisors shall preside over the work of the board of supervisors and be fully responsible for the work of the board of supervisors. Main responsibilities are as follows:
(I) convene and preside over the meetings of the board of supervisors;
(II) supervise and inspect the implementation of the resolutions of the board of supervisors;
(III) review and sign documents related to the board of supervisors;
(IV) report the work of the board of supervisors to the general meeting of shareholders on behalf of the board of supervisors;
(V) organize the formulation of the work plan of the board of supervisors and the implementation of the matters decided by the board of supervisors;
(VI) other work to be handled by the board of supervisors.
Chapter III responsibilities of the board of supervisors
Article 14 the board of supervisors shall, in accordance with the company law, other relevant laws and regulations and the articles of association, supervise and inspect the directors, supervisors and senior managers of the company, as well as the production and business activities and financial status of the company. Specifically 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 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 15 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 16 when exercising the power of supervision, the board of supervisors cannot perform its duties on behalf of the board of directors or the general manager, nor can it carry out any business activities on behalf of the company.
Article 17 when performing its functions and powers, the board of supervisors shall adhere to seeking truth from facts, abide by the provisions of laws, administrative regulations and the articles of association, faithfully perform its supervisory duties, perform the obligations of integrity and diligence, and safeguard and protect the legitimate interests of shareholders and the company from infringement.
Article 18 If the board of supervisors or supervisors of the company commits any of the following acts, it can be deemed as dereliction of duty, and the company has the right to punish the responsible supervisors; Those who commit serious dereliction of duty shall be punished by relevant institutions according to law: (I) failing to fulfill the responsibility of supervision and inspection or concealing and failing to report the major problems existing in the company after discovery;
(II) major problems occur due to the failure to strictly examine the authenticity and integrity of the financial report submitted by the board of directors to the general meeting of shareholders;
(III) disclosure of company secrets;
(IV) accepting illegitimate interests in the performance of duties;
(V) other serious dereliction of duty recognized by the general meeting of shareholders of the company.
Article 19 the board of supervisors shall examine the securities issuance documents and periodic reports prepared by the board of directors of the company and put forward written examination opinions.
The supervisor shall sign a written confirmation opinion. The supervisor shall ensure that the company discloses information in a timely and fair manner. The information publicly disclosed is true, accurate and complete. If the authenticity, accuracy and integrity of the securities issuance documents and periodic reports cannot be guaranteed or there are objections, the supervisor shall express his opinions and state the reasons in the written confirmation opinions.
Chapter IV notice of the meeting of the board of supervisors
Article 20 the board of supervisors shall hold four regular meetings every year. It shall be held within 2 days before the company publishes the report of the previous year, the quarterly report of the current year and the semi annual report to review relevant reports and topics. The regular meeting of the board of supervisors shall be convened by the chairman of the board of supervisors, and all supervisors shall be notified 10 days before the meeting. Article 21 under any of the following circumstances, the chairman of the board of supervisors shall convene an interim meeting of the board of supervisors within 5 days and notify all supervisors 3 days before the meeting:
(I) when the chairman of the board of supervisors deems it necessary;
(II) when more than 1 / 3 of the supervisors jointly propose;
(III) when proposed by the board of directors;
(IV) when proposed by the general manager.
Article 22 the chairman of the board of supervisors may authorize the Secretary of the board of directors of the company to organize and prepare the meeting of the board of supervisors, and the Secretary of the board of directors is responsible for the specific implementation of relevant meeting affairs.
Article 23 the notice of the meeting of the board of supervisors may be delivered in person, by written mail, by fax or e-mail; All supervisors shall be notified of the regular meeting 10 days in advance, and all supervisors shall be notified of the interim meeting at least 3 days in advance.
The notice of the meeting of the board of supervisors shall at least include the following contents:
(I) time and place of the meeting;
(II) convening method of the meeting;
(III) duration, cause and topic of the meeting;
(IV) the convener and moderator of the meeting, the proposer of the interim meeting and their written proposals;
(V) contact person and contact information;
(VI) date of notice.
Article 24 when the meeting of the board of supervisors is postponed or cancelled for some reason, the Secretariat of the board of directors must notify all supervisors 2 days before the original date of the meeting.
Article 25 after receiving the notice of the meeting, the supervisor shall confirm with the Secretariat of the board of directors whether to attend the meeting 2 days before the meeting. If he is unable to attend the meeting in person for some reason, he may entrust other supervisors in writing to attend the meeting on his behalf. The written power of attorney shall be submitted to the Secretariat of the board of directors one day before the meeting, and the Secretariat of the board of directors shall perform the registration procedures of authorization.
The power of attorney shall specify the name of the agent, 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 26 the board of supervisors shall implement the sign in system. All supervisors and other non voting personnel participating in the meeting must sign in in person and cannot be signed by others. The meeting sign in book shall be kept and filed by the Secretariat of the board of directors together with the meeting minutes.
Chapter V proposal of the meeting of the board of supervisors
Article 27 the company’s supervisors and other managers shall submit the topics to the board of supervisors for research, discussion and resolution in advance, which shall be included in the agenda of the meeting with the consent of the chairman of the board of supervisors.
Article 28 the chairman of the board of supervisors may authorize the Secretary of the board of directors to summarize the proposals put on the agenda of the meeting and send them to all supervisors together with the meeting notice.
Article 29 the proposal of the board of supervisors shall meet the following conditions:
(I) the content does not conflict with the provisions of laws, regulations and the articles of association, and belongs to the scope of business activities of the company and the responsibilities of the board of supervisors;
(II) the proposal must conform to the interests of the company and shareholders;
(III) there are clear topics and specific resolutions;
(IV) must be submitted in writing.
Article 30 the main scope of discussion of the board of supervisors is:
（1） Put forward supervision opinions on the business objectives, policies and major investment plans decided by the board of directors of the company;
(II) put forward opinions on the plans and disclosed reports of the company’s interim and annual financial budgets and final accounts; (III) put forward review and supervision opinions on the company’s profit distribution plan and loss recovery plan;
(IV) put forward opinions on major venture capital, mortgage, guarantee, etc. decided by the board of directors;
(V) review the establishment and implementation of the company’s internal control system and put forward opinions;
(VI) put forward corrective opinions on the acts of directors and senior managers of the company that violate laws, regulations and articles of association and damage the interests of shareholders and the company when performing their duties;
(VII) the change of supervisors, resignation, discussion and recommendation of the list of new supervisors or supplementary list shall be submitted to the general meeting of shareholders; (VIII) remuneration of senior management of the company;
(IX) other issues related to the interests of shareholders and the development of the company.
Article 31 the board of supervisors of the company shall take the maximization of the interests of the company and shareholders as the code of conduct, carefully consider each proposal and make a resolution in accordance with legal procedures.
Chapter VI convening and voting of the meeting of the board of supervisors
Article 32 the meeting of the board of supervisors shall be held only when more than half of the supervisors are present.
Article 33 the meeting 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 to preside over for some reason, a supervisor jointly elected by more than half of the supervisors shall convene and preside over the meeting of the board of supervisors.
Article 34 the meeting of the board of supervisors shall follow the principle of democratic centralism, give full play to the democracy of deliberation, and respect the opinions of each supervisor. When the board of supervisors makes a resolution, the supervisor may reserve his personal opinions.
Article 35 all supervisors shall actively express their personal opinions on each proposal and vote carefully (agree, oppose and abstain) in a highly responsible attitude towards the company and all shareholders.
Article 36 Where a proposal is related to the interests of a supervisor, the related supervisor shall withdraw from deliberation and shall not participate in voting.
Article 37 the board of supervisors may invite other relevant personnel of the company to attend the meeting as nonvoting delegates, who have the right to speak but not the right to vote. When making resolutions, the board of supervisors shall carefully listen to the opinions of those attending the meeting as nonvoting delegates. 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 shall be borne by the company.
Article 38 at the meeting of the board of supervisors, the decisions on the matters discussed shall be recorded in the meeting minutes, which shall be signed by the supervisors attending the meeting and the recorder, and the supervisors attending the meeting shall have the right to require an explanatory record of their speeches on the minutes.
The minutes of the meeting of the board of supervisors 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) a description of the procedures and convening of the meeting;
(VI) proposals considered at the meeting, key points and main opinions of each supervisor on relevant matters, and voting intention on the proposal;
(VII) voting method and voting result of each proposal (specify the specific number of approval, opposition and abstention votes); (VIII) 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 minutes of the meeting shall be sorted out with reference to the above provisions.
Article 39 the voting method of the board of supervisors is a show of hands or voting. One person has one vote, that is, each supervisor has only one vote for each proposal.
Article 40 the voting types of supervisors are divided into consent, objection and abstention. Supervisors attending the meeting shall choose one of the above types. If they do not choose or choose more than two at the same time, they shall be deemed to have abstained. Vote against and abandon
