Bohai Leasing Co.Ltd(000415) rules of procedure of the board of supervisors
(reviewed and approved by the 2021 annual general meeting of shareholders held on May 20, 2022)
Chapter I General Provisions
Article 1 in order to further improve the corporate governance structure of the company, standardize the behavior of the company, standardize the operation of the board of supervisors, and ensure that the board of supervisors independently exercise its rights and perform its obligations according to law, these rules are formulated in accordance with the company law of the people’s Republic of China, the guidelines for the governance of listed companies and other laws and regulations, the provisions of Bohai Leasing Co.Ltd(000415) articles of Association (hereinafter referred to as the articles of association) and the actual situation of the company.
Article 2 once the rules are deliberated and adopted by the general meeting of shareholders, they will be binding on the board of supervisors and all members.
Chapter II organizational structure of the board of supervisors
Article 3 the board of supervisors is the supervisory body established by the company according to law and is responsible for the general meeting of shareholders. Article 4 the board of supervisors is composed of three supervisors, and the board of supervisors has a chairman. The chairman of the board of supervisors shall be elected by more than half of all supervisors.
Article 5 the board of supervisors shall include shareholders’ representatives and an appropriate proportion of employees’ representatives of the company, of which the proportion of employees’ representatives shall not be less than one-third.
The staff representatives in the board of supervisors shall be democratically elected by the staff and workers of the company through the staff and workers’ Congress, the staff and workers’ Congress or other forms. The shareholder representative supervisors in the board of supervisors shall be elected and replaced by the general meeting of shareholders.
Directors, managers and other senior managers shall not concurrently serve as supervisors.
Article 6 The term of office of the supervisor is three years. Upon expiration of the term of office, the supervisor may be re elected. If a supervisor is not re elected in time at the expiration of his term of office, or 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.
Chapter III functions and powers of the board of supervisors
Article 7 the board of supervisors of the company shall be responsible to all shareholders, supervise the legality of the company’s finance and the performance of duties by directors and senior managers of the company, and safeguard the legitimate rights and interests of the company and shareholders.
Article 8 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 IV supervisors and their rights and obligations
Article 9 supervisors shall exercise their functions and powers within the scope specified in the company law, the articles of association and these rules.
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.
The expenses necessary for the board of supervisors to exercise its functions and powers shall be borne by the company.
Article 10 supervisors shall abide by the provisions of laws, regulations and the articles of association, have the obligation of loyalty and diligence to the company, and shall not take advantage of their authority to accept bribes or other illegal income, or occupy the company’s property.
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.
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.
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 V meetings of the board of supervisors
Article 11 the meetings of the board of supervisors are divided into regular meetings and interim meetings.
Article 12 the regular meeting of the board of supervisors shall be held once every six months; The supervisor may propose to convene an interim meeting of the board of supervisors.
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 of the board of supervisors.
Article 13 the time, place, main agenda and non voting participants of the regular and interim meetings of the board of supervisors shall be decided by the convener of the board of supervisors. The notice of the meeting shall be sent to all supervisors and non voting participants by communication or in writing ten days before the meeting, and the meeting documents shall be sent to the participants three days before the meeting.
Article 14 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.
Article 15 the meeting of the board of supervisors shall be attended by the supervisors themselves. If a supervisor is unable to attend the meeting for some reason, he may entrust other supervisors to attend and vote on his behalf, but the scope of authorization shall be specified in the power of attorney. 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. The board of supervisors may require the directors or senior managers of the company to attend the meeting as nonvoting delegates when it deems necessary.
Article 16 a meeting of the board of supervisors shall be valid only if more than half of the supervisors are present.
Article 17 during the meeting of the board of supervisors, if a supervisor puts forward an interim proposal, it can be submitted to the meeting for deliberation only with the consent of the chairman of the meeting. The board of supervisors shall follow the principle of being active and prudent, discuss important issues, and vote on resolutions.
Chapter VI resolutions of the board of supervisors
Article 18 resolutions of the board of supervisors shall be adopted by open ballot.
Article 19 voting procedure of the board of supervisors: each supervisor has one vote. The resolution of the board of supervisors shall be valid only after it is voted by more than half of the supervisors.
Article 20 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 no less than ten years.
Chapter VII supplementary provisions
Article 21 as an annex to the articles of association, these rules of procedure have the same effect as the text of the articles of association. Matters not covered in these rules of procedure shall be implemented in accordance with relevant national laws, administrative regulations, the articles of association and other normative documents.
Article 22 the board of supervisors shall be responsible for the interpretation of these rules.
Article 23 these Rules shall come into force as of the date when they are deliberated and adopted by the 2021 annual general meeting of shareholders of the company (May 20, 2022).
