Rules of procedure of the board of supervisors
Chapter I General Provisions
Article 1 in order to standardize the operation of the board of supervisors of Guoguang Electric Company Limited(002045) (hereinafter referred to as the “company”), these rules are formulated in accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the guidelines for the governance of listed companies and other relevant laws and regulations, as well as the provisions of the articles of association of Guoguang Electric Company Limited(002045) (hereinafter referred to as the “articles of association”).
Article 2 the board of supervisors of the company is established in accordance with the company law and the articles of association.
Article 3 the board of supervisors shall supervise the company’s senior managers and protect the interests of shareholders, the company and employees from infringement.
Article 4 the activities of the board of supervisors in exercising its supervisory power in accordance with relevant laws and regulations, the articles of association and these Rules shall be protected by law, and no unit or individual shall interfere.
Chapter II supervisors
Article 5 the supervisor shall be the shareholder representative and the employee representative of the company.
Article 6 where the company law stipulates that a person is not allowed to serve as a supervisor, or a person is determined by the CSRC as being prohibited from entering the market, and the prohibition has not been lifted, he shall not serve as a supervisor of the company.
Article 7 directors, presidents and other senior managers shall not concurrently serve as supervisors.
Article 8 The term of office of the supervisor is three years. Supervisors held by shareholders’ representatives shall be directly recommended by shareholders to the general meeting of shareholders and elected or replaced by the general meeting of shareholders. Supervisors held by employees shall be democratically elected or replaced by the company’s employees through the general meeting of employees’ representatives, the general meeting of employees or other forms. Supervisors can be re elected.
Article 9 If a supervisor is unable to attend the meeting of the board of supervisors in person for two consecutive times, he shall be deemed to be unable to perform his duties, and shall be replaced at the shareholders’ meeting or the workers’ Congress.
Article 10 a supervisor may resign before the expiration of his term of office. The provisions on resignation of directors in Chapter VII of the articles of association shall apply to supervisors.
Article 11 supervisors shall abide by laws, administrative regulations and the articles of association, and perform the obligations of integrity and diligence.
Chapter III functions and powers of the board of supervisors
Article 12 the board of supervisors is a supervisory body established according to law, which is responsible for and reports to the general meeting of shareholders. Article 13 the board of supervisors consists of three supervisors, including two shareholders’ representatives and one employee representative.
Article 14 the supervisors elected by the shareholders’ meeting shall be elected by the shareholders’ meeting by ordinary resolution in accordance with the articles of association and the rules of procedure of Guoguang Electric Company Limited(002045) shareholders’ meeting. The elected supervisors shall be determined according to the proposed number of supervisors elected by the general meeting of shareholders, whichever obtains the higher vote.
Article 15 the board of supervisors shall exercise the following functions and powers:
(I) inspect the company’s financial affairs;
(II) supervise the acts of directors, President and other senior managers of the company in violation of laws, administrative regulations or the articles of association when performing their duties, and put forward suggestions on the removal of directors, President and other senior managers who violate laws, administrative regulations, the articles of association or the resolutions of the general meeting of shareholders; (III) when the acts of directors, President and other senior managers of the company 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;
(IV) 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 duty of convening and presiding over the general meeting of shareholders;
(V) put forward proposals to the general meeting of shareholders;
(VI) attend the meetings of the board of directors as nonvoting delegates;
(VII) bring a lawsuit against the director, President and other senior managers in accordance with the provisions of the company law;
(VIII) review the securities issuance documents and the company’s periodic reports prepared by the board of directors and issue written review opinions;
(IX) if the company’s operation is found to be abnormal, it can be investigated; When necessary, professional institutions such as accounting firms and law firms can be hired to assist them, and the expenses shall be borne by the company;
(x) other functions and powers granted by laws, regulations, the articles of association or the general meeting of shareholders.
Article 16 during the exercise of its functions and powers, the board of supervisors may, with the consent of the resolution of the board of supervisors, hire law firms, accounting firms and other professional institutions to help, and the expenses incurred shall be borne by the company. Article 17 If the board of supervisors considers that the resolution of the board of directors violates laws, regulations, the articles of association or damages the interests of shareholders, the company or employees, it may make a resolution and recommend the board of directors to reconsider the resolution. If the board of directors refuses to adopt the resolution of the board of supervisors or still maintains the original resolution after reconsideration, the board of supervisors may propose to convene an extraordinary general meeting of shareholders for discussion.
Article 18 in accordance with relevant laws, regulations and the articles of association, the board of directors shall convene an extraordinary general meeting of shareholders. If it fails to convene within the time limit, the board of supervisors may decide to require the board of directors to convene an extraordinary general meeting of shareholders. Article 19 the expenses incurred by the supervisor in attending the meeting of the board of supervisors shall be paid by the company. These expenses include the transportation expenses from the supervisor’s location to the meeting place, accommodation expenses during the meeting, rent of the meeting place, local transportation expenses and other reimbursable expenses in accordance with the financial system.
Article 20 the board of supervisors shall not interfere with and participate in the company’s daily operation and management and personnel appointment and removal. However, if the above activities violate the provisions of relevant laws, regulations and the articles of association, the board of supervisors shall have the right to require correction. Article 21 the company shall take measures to protect the supervisors’ right to know and provide necessary assistance for the supervisors to perform their duties normally. No one shall interfere or obstruct them. The reasonable expenses required by the supervisor to perform his duties shall be borne by the company.
Article 22 the supervision records of the board of supervisors and the results of financial or special inspections are an important basis for the performance evaluation of directors, presidents and other senior managers.
Chapter IV proposal of the board of supervisors
Article 23 proposals of the board of supervisors:
(I) special supervision report and work report of the board of supervisors to be submitted to the general meeting of shareholders;
(II) proposals to be submitted to the general meeting of shareholders;
(III) discuss and put forward suggestions on the matters or reports submitted by the board of directors to the general meeting of shareholders for deliberation and decision;
(IV) analyze and study the company’s asset operation, the progress and implementation of major construction projects and the financial operation reflected in the financial and accounting statements;
(V) discuss and study the financial management and other important rules and regulations proposed by the company, and put forward modification opinions;
(VI) formulate the work plan, summary and special work arrangement of the board of supervisors;
(VII) propose to convene the company’s extraordinary general meeting of shareholders;
(VIII) put forward corrective opinions or removal suggestions for the acts of the company’s directors, President and senior managers in violation of laws, regulations, the articles of association or enterprise rules;
(IX) review other relevant matters within the scope of the board of supervisors and submit special reports on other important matters entrusted by the general meeting of shareholders or the articles of association.
Chapter V convening and notification of the board of supervisors
Article 24 the board of supervisors shall have a chairman elected by more than half of all supervisors, and may have a vice chairman. 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 to perform his functions and powers, the vice chairman of the board of supervisors shall act on his behalf. If the vice chairman of the board of supervisors fails to perform his duties or is unable to perform his duties, more than half of the supervisors may jointly elect a supervisor to convene and preside over the meeting.
Article 25 the chairman of the board of supervisors shall exercise the following functions and powers:
(I) convene and preside over the meetings of the board of supervisors;
(II) inspect the implementation of the meeting of the board of supervisors;
(III) report to the general meeting of shareholders on behalf of the board of supervisors;
(IV) bring a lawsuit against the company’s directors, President and other senior managers on behalf of the board of supervisors. Article 26 the meeting of the board of supervisors shall be held at least once every six months.
The meeting of the board of supervisors shall be convened by the chairman of the board of supervisors.
The supervisor has the right to require the chairman of the board of supervisors to convene an interim Board of supervisors if he has legitimate reasons and purposes. Whether to convene the interim Board of supervisors shall be decided by the chairman of the board of supervisors; However, if more than two (including two) supervisors propose to convene, the interim Board of supervisors must convene.
Article 27 when convening a meeting of the board of supervisors, the chairman of the board of supervisors shall notify all supervisors of the meeting by fax, express mail or specially assigned person at least 10 days in advance.
Article 28 the notice of the meeting of the board of supervisors shall include the following contents: the date, place and duration of the meeting, causes and topics, and the date of issuing the notice.
Article 29 the agenda of the meeting of the board of supervisors shall be determined by the chairman of the board of supervisors, but the chairman shall consider the written proposals of other supervisors when determining the agenda of the meeting; The meeting of the board of supervisors must be conducted in accordance with the agenda listed in the written notice of convening the meeting; For issues outside the agenda, the board of supervisors can discuss and make relevant resolutions only when more than two (including two) supervisors agree to be included in the agenda.
Chapter VI convening and voting of the board of supervisors
Article 30 the meeting of the board of supervisors can be held only when two or more supervisors are present. Each supervisor has one vote. All resolutions of the board of supervisors must be approved by more than half of the supervisors.
Article 31 the meeting of the board of supervisors shall be attended by the supervisors themselves. If a supervisor is unable to attend the meeting of the board of supervisors for some reason, he shall ask for leave from the chairman of the board of supervisors and entrust other supervisors in writing to attend the meeting on his behalf; The power of attorney shall specify the name, agency matters, authority and validity period of the agent, and shall be signed or sealed by the principal.
The supervisor attending 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 32 the voting procedure of the board of supervisors may be a show of hands or a vote.
Article 33 The chairman of the board of supervisors may decide to adopt a written proposal instead of convening a meeting of the board of supervisors, but the draft of the proposal shall be delivered to each supervisor by hand, express mail, fax or e-mail. If the proposal of the board of supervisors has been sent to all supervisors, the number of supervisors who have signed and agreed has reached the quorum to make the resolution, and sent to the convener of the board of supervisors in the above way, the proposal will become the resolution of the board of supervisors and there is no need to convene another meeting of the board of supervisors.
After voting and making a resolution in the form of written proposal, the chairman of the board of supervisors shall timely notify all supervisors of the resolution in writing.
Article 34 If the board of supervisors violates national laws and regulations, the articles of association or the resolution of the general meeting of shareholders, resulting in serious losses to the company, the supervisors participating in the resolution shall be liable for compensation to the company. However, if it is proved that the supervisor expressed objection during voting and recorded in the meeting minutes, the supervisor may be exempted from liability. The compensation liability of supervisors shall be determined by the general meeting of shareholders of the company.
Article 35 the board of supervisors may invite the chairman, President and all or part of the directors to attend the meeting of the board of supervisors as nonvoting delegates when it deems it necessary.
Article 36 the supervisors of the company shall be responsible for the confidentiality of the proceedings and resolutions of the board of supervisors, and shall not disclose relevant information without authorization.
Chapter VII minutes of meetings of the board of supervisors
Article 37 the board of supervisors shall make minutes of the resolutions on the matters discussed at the meeting. The supervisors and recorder attending the meeting shall sign on the meeting minutes. The supervisor has the right to require some explanatory record of his speech at the meeting in the meeting minutes.
The minutes of the meeting of the board of supervisors shall include the following contents:
(I) the date and place of the meeting and the names of the supervisors present;
(II) agenda of the meeting;
(III) the main points of the supervisor’s speech and the voting methods and results of each resolution. The voting results shall indicate the number of votes in favor, against and abstaining.
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, and a complete copy of the minutes shall be promptly sent to each supervisor.
Article 38 the custody period of the minutes of the meeting of the board of supervisors of the company is 15 years.
Article 39 the board of supervisors shall establish a record system for the implementation of resolutions. Each resolution of the board of supervisors shall be implemented or supervised by a designated supervisor. The designated supervisor shall record the implementation of the resolution and report the final implementation results to the board of supervisors.
Supervisors shall be designated to be responsible for the implementation of substantive resolutions on supervisory matters, and supervisors shall be designated to supervise the implementation of constructive resolutions on supervisory matters.
Chapter VIII announcement and filing
Article 40 the board of supervisors shall, in accordance with the requirements of relevant laws and regulations, announce the resolutions formed within two days after the meeting of the board of supervisors; All members of the board of supervisors must ensure that the contents disclosed in the announcement are true, accurate and complete without false records, seriously misleading statements or major omissions, and bear individual and joint liabilities for their guarantee.
Article 41 the company’s announcement must be submitted to Shenzhen stock exchange for registration and examination at the first time before disclosure; Before the formal disclosure of the contents of the announcement, all members of the board of supervisors and other insiders have the direct responsibility to ensure that the insiders of the contents are controlled to a minimum.
Article 42 the information disclosed by the company shall be announced on the newspapers or websites designated by the CSRC or Shenzhen Stock Exchange. Other public media shall not disclose the company’s information before the designated newspapers, nor shall they replace the information disclosure obligation in the form of press conference or answering reporters’ questions.
Chapter IX supplementary provisions
Article 43 the board of supervisors is a permanent institution of the company and shall be equipped with full-time staff with strong professional level.
Article 44 the treatment of the staff of the board of supervisors shall be determined by reference to the treatment standard of the staff of the board of directors of the company.
Article 45 the company shall provide the board of supervisors with necessary office conditions and business activity funds, which shall be disbursed in accordance with relevant financial regulations.
Article 46 These Rules shall come into force from the date of approval by the general meeting of shareholders.
Article 47 these rules are applicable to the board of supervisors and all members of the board of supervisors of the company.
