Henan Zhongyuan Expressway Company Limited(600020)
Rules of procedure of the board of supervisors
Chapter I General Provisions
Article 1 in order to further standardize the discussion methods and voting procedures of the board of supervisors of Henan Zhongyuan Expressway Company Limited(600020) (hereinafter referred to as “the company”), promote the supervisors and the board of supervisors to effectively perform their supervisory duties and improve the corporate governance structure of the company, These rules are formulated in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the governance standards of listed companies, the Listing Rules of Shanghai Stock Exchange, the Henan Zhongyuan Expressway Company Limited(600020) articles of Association (hereinafter referred to as the “articles of association”) and other relevant provisions.
Chapter II Procedures of the board of supervisors
Article 2 the meetings of the board of supervisors are divided into regular meetings and interim meetings.
The regular meeting of the board of supervisors shall be held every six months. 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 by the securities regulatory authorities or publicly condemned by the Shanghai Stock Exchange;
(VI) when required by the securities regulatory authority;
Article 3 before issuing the notice of convening the regular meeting of the board of supervisors, it shall solicit proposals from all supervisors and solicit opinions from the employees of the company for at least two days. When soliciting proposals and opinions, it shall explain 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 operation and management of the company.
Article 4 Where a supervisor proposes to convene an interim meeting of the board of supervisors, a written proposal signed by the proposing supervisor shall be submitted 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.
Within three days after the chairman of the board of supervisors receives the written proposal of the supervisor, the relevant departments shall issue a notice of convening the interim meeting of the board of supervisors.
If the relevant department fails to issue the meeting notice, the proposed supervisor shall report to the regulatory department in time.
Article 5 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, the vice chairman of the board of supervisors shall convene and preside over the meeting; 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 6 for convening regular and interim meetings of the board of supervisors, the company shall submit the written meeting notice stamped with the seal of the board of supervisors to all supervisors by direct delivery, fax, e-mail or other means 10 and 5 days in advance. If it is not delivered directly, it shall also be confirmed by telephone and recorded accordingly.
Article 7 the convener of the board of supervisors may give an oral or telephone explanation of the emergency meeting as soon as possible, but the temporary meeting shall be held at any time.
Article 8 the notice of the meeting of the board of supervisors shall include the following contents:
(I) date, place and duration of the meeting;
(II) reasons and topics;
(III) date of notice.
The oral meeting notice shall at least include the contents of item (I) and (II) above, as well as the description of the urgent need to convene an interim meeting of the board of supervisors as soon as possible.
Article 9 the meeting of the board of supervisors shall be held on site.
In case of emergency, the meeting of the board of supervisors can vote by means of communication, but the convener of the board of supervisors (meeting host) shall explain the specific emergency to the supervisors attending the meeting. When voting by correspondence, the supervisor shall fax his written opinions and voting intention on the matters under consideration to the company after signing for confirmation. Supervisors should not only state their voting opinions without expressing their written opinions or voting reasons.
Article 10 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 and the securities affairs representative shall attend the meeting of the board of supervisors as nonvoting delegates.
Article 11 the chairman of the meeting shall request the supervisors attending the meeting to express clear opinions on various proposals.
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.
Article 12 the voting at 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.
The resolution formed by the board of supervisors shall be adopted by more than half of the supervisors.
Article 13 the whole process of the meeting of the board of supervisors may be recorded as necessary.
Article 14 the staff of relevant departments shall make records of on-site meetings. 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) convener and moderator of the meeting;
(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, the minutes of the meeting shall be sorted out with reference to the above provisions.
Article 15 the supervisors attending the meeting shall sign the meeting minutes for confirmation. If the supervisor has different opinions on the meeting minutes, 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.
Article 16 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 of Shanghai Stock Exchange.
Article 17 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 18 the meeting archives of the board of supervisors, including meeting notices and meeting materials, meeting attendance book, meeting recording materials, voting votes, meeting minutes signed and confirmed by the attending supervisors, resolution announcement, etc., shall be kept by a special person designated by the chairman of the board of supervisors.
Article 19 the retention period of the meeting materials of the board of supervisors is 30 years.
Chapter III supplementary provisions
Article 20 in these rules, “above” includes this number.
Article 21 the board of supervisors of the company shall be responsible for the interpretation of these rules.
Article 22 these Rules shall come into force after being approved by the general meeting of shareholders of the company.
