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 Sirio Pharma Co.Ltd(300791) (hereinafter referred to as the “company”), promote the supervisors and the board of supervisors to effectively perform their supervision duties and improve the corporate governance structure of the company, in accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”) and the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”) The guidelines for the governance of listed companies, the guidelines for the articles of association of listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of GEM listed companies and other laws, regulations, rules and normative documents, And the Sirio Pharma Co.Ltd(300791) articles of Association (hereinafter referred to as the “articles of association”) and other relevant provisions to formulate these rules.
Article 2 the board of supervisors shall be established in accordance with the company law and the articles of association, be responsible to all shareholders, supervise the legality and compliance of the company’s finance and the performance of duties by the company’s directors, general manager and other senior managers, and safeguard the legitimate rights and interests of the company and shareholders.
Article 3 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 the 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 4 supervisors shall abide by laws, regulations and the articles of association and faithfully perform their supervisory duties. The activities of supervisors exercising their supervisory power in accordance with relevant laws, regulations, rules, normative documents, the articles of association and these Rules shall be protected by law, and no unit or individual shall interfere.
Chapter II composition of the board of supervisors
Article 5 the company shall establish a board of supervisors according to law. The board of supervisors is a supervisory body established by the company according to law, which is responsible for and reports to the general meeting of shareholders.
Article 6 the board of supervisors consists of three supervisors, including one employee representative supervisor and two shareholder representative supervisors. Supervisors shall have corresponding professional knowledge or work experience and have the ability to perform their duties effectively. The employee representative supervisors in the board of supervisors shall be democratically elected by the company’s employee congress, employee congress or other forms. Article 7 the board of supervisors shall have 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 8 the chairman of the board of supervisors shall be responsible for handling the daily affairs of the board of supervisors and keeping the seal of the board of supervisors. The chairman of the board of supervisors may request the company’s securities affairs representative or other personnel to assist him in handling the daily affairs of the board of supervisors.
Chapter III proposals of the meeting of the board of supervisors
Article 9 the meetings of the board of supervisors are divided into regular meetings and interim meetings.
Article 10 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.
Chapter IV notice of the meeting of the board of supervisors
Article 11 when convening regular and interim meetings of the board of supervisors, the chairman of the board of supervisors shall submit a written notice of the meeting to all supervisors by direct delivery, fax, e-mail or other means 10 and 3 days in advance respectively.
Article 12 in case of emergency, if it is necessary to convene an interim meeting of the board of supervisors as soon as possible, the meeting notice can be sent orally or by telephone at any time, and the time of the meeting notice may not be limited by the above three days, but the convener shall make an explanation at the meeting.
Article 13 the notice of the meeting shall at least include the following contents:
(I) time, place and duration of the meeting;
(II) matters to be considered (meeting proposal) and reasons;
(III) date of notice.
Chapter V convening of the meeting of the board of supervisors
Article 14 the meeting of the board of supervisors can be held on site, and can also be held by video, telephone, fax or e-mail on the premise of ensuring the supervisors to fully express their opinions. The meeting of the board of supervisors may also be held on site at the same time as other methods. If the board of supervisors is held off-site, the number of supervisors present at the meeting shall be calculated by video showing the supervisors present, the supervisors who express their opinions in the teleconference, the effective voting votes actually received by fax or e-mail within the specified time limit, or the written confirmation letter submitted by the supervisor after the meeting. During communication voting, the supervisor shall fax or email his written opinions and voting intention on the matters under consideration to the chairman of the board of supervisors after signing for confirmation. The chairman of the board of supervisors shall count the voting results and form the resolution of the meeting of the board of supervisors. If the supervisor fails to submit the voting results within the period specified in the meeting notice, it shall be deemed as abstention.
Article 15 the meeting of the board of supervisors shall be held only when more than half of the supervisors are present.
Article 16 the chairman of the meeting shall request the supervisors attending the meeting to express clear opinions on various proposals.
Article 17 the chairman of the meeting may, according to the proposal of the supervisor, require directors, senior managers, other employees of the company or business personnel of relevant intermediaries to attend the meeting to accept questions.
Article 18 supervisors have the right to propose proposals for the meeting of supervisors, but whether they are included in the agenda of the meeting of the board of supervisors shall be determined by the chairman of the board of supervisors; If the proposal put forward by the supervisor fails to be included in the agenda of the board of supervisors, it shall be explained to the proposing supervisor. If the proposing supervisor still insists on being included in the agenda, it shall be voted and determined by the board of supervisors by more than half of all supervisors.
The meeting of the board of supervisors shall be conducted in accordance with the agenda listed in the written notice of convening the meeting. With the approval of more than half of all supervisors, the board of supervisors may discuss and make resolutions on foreign matters on the agenda.
Article 19 the board of supervisors shall vote on all proposals listed on the agenda item by item, and shall not shelve or refuse to vote for any reason. If there are different proposals on the same matter, the voting shall be conducted in the chronological order of the proposals to make a resolution on the matter.
Chapter VI voting and resolutions of the meeting of the board of supervisors
Article 20 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 resolution formed by the board of supervisors shall be approved by more than half of all supervisors.
Article 21 the voting intentions of supervisors are divided into affirmative, negative 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 22 the meeting of the board of supervisors shall be attended by the supervisor himself. If the supervisor is unable to attend for some reason, he may entrust other supervisors in writing to attend on his behalf.
The power of attorney shall specify the agent’s name, 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 23 If a supervisor is unable to attend the meeting of the board of supervisors in person for two consecutive times or fails to entrust other supervisors to attend the meeting of the board of supervisors, it shall be deemed that he is unable to perform his duties. The board of supervisors shall talk to him and remind him. If he still fails to make corrections, he may propose to the general meeting of shareholders or the staff congress (workers’ Congress) to remove him.
Article 24 a supervisor shall not accept the entrustment of more than two or more than one-third of the total number of supervisors at a meeting of the board of supervisors.
Article 25 the chairman of the board of supervisors shall be responsible for checking the votes of the board of supervisors; The chairman of the meeting shall decide whether the resolution of the board of supervisors is passed according to the voting results, and shall announce the voting results at the meeting. The voting result of the resolution shall be recorded in the minutes of the meeting.
Article 26 If the supervisors present at the meeting have any objection to the voting results of the meeting, they have the right to request the check of votes immediately after the chairman of the meeting announces the voting results, and the chairman of the meeting shall check the votes in time.
Article 27 the resolution of the board of supervisors shall be signed and confirmed by the supervisors attending the meeting. The supervisor shall ensure that the contents of the announcement of the resolution of the board of supervisors are true, accurate and complete, and there are no false records, misleading statements or major omissions. Chapter VII minutes of the meeting of the board of supervisors
Article 28 the whole process of the meeting of the board of supervisors may be recorded as necessary.
Article 29 the minutes of the meeting of the board of supervisors shall be true, accurate and complete, and fully reflect the opinions of the participants on the matters under consideration. The supervisors and recorder attending the meeting shall sign the minutes.
If the supervisor has different opinions on the meeting minutes, he may make a written explanation when signing. The supervisor has the right to require some explanatory record of his speech at the meeting on the record.
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.
Chapter VIII announcement and implementation of resolutions of the board of supervisors
Article 30 the supervisor shall urge relevant personnel to implement the resolutions of the board of supervisors.
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 Shenzhen Stock Exchange GEM Listing Rules.
Chapter IX preservation of meeting archives of the board of supervisors
Article 31 the meeting archives of the board of supervisors, including meeting notices and meeting materials, meeting attendance book, meeting recording materials (if any), voting votes, meeting minutes and resolutions signed and confirmed by the attending supervisors, shall be kept by a special person designated by the chairman of the board of supervisors.
Article 32 the minutes of the meeting of the board of supervisors shall be kept as the company’s archives for at least ten years.
Chapter X supplementary provisions
Article 33 matters not covered in these Rules shall be implemented with reference to the relevant provisions of the articles of association.
Article 34 in these rules, “above” includes this number, and “over” does not include this number.
Article 35 these Rules shall come into force after being adopted by the resolution of the general meeting of shareholders of the company. The amendment shall be reviewed and approved by the general meeting of shareholders.
Article 36 these Rules shall be interpreted by the board of supervisors.
