Bece Legend Group Co.Ltd(000803)
Rules of procedure of the board of supervisors
(revised in January 2022)
Chapter I General Provisions
Article 1 in order to further clarify the responsibilities and authorities of the board of supervisors of Bece Legend Group Co.Ltd(000803) (hereinafter referred to as “the company”), standardize the discussion methods and voting procedures of the board of supervisors of the company, ensure that the board of supervisors and supervisors faithfully perform their duties, exercise their supervision rights according to law, safeguard the legitimate rights and interests of shareholders, the company and employees, establish and improve the corporate governance mechanism and improve the internal supervision system of the company, In accordance with the company law of the people’s Republic of China (hereinafter referred to as the company law), the securities law of the people’s Republic of China (hereinafter referred to as the Securities Law), the stock listing rules of Shenzhen Stock Exchange, the working guidelines of the board of supervisors of listed companies, the Bece Legend Group Co.Ltd(000803) articles of Association (hereinafter referred to as the articles of association) and other laws, regulations and normative documents, These rules are hereby formulated.
Article 2 the board of supervisors is the permanent supervisory body of the company and is elected by the general meeting of shareholders. The board of supervisors is responsible to all shareholders of the company, and uses its statutory authority to supervise the performance of duties of the board of directors, senior management and their members, as well as the company’s finance, internal control, risk control and information disclosure, so as to protect the legitimate rights and interests of the company, shareholders, employees and other stakeholders.
Article 3 the supervisors and the board of supervisors shall exercise their powers of supervision and inspection in accordance with laws, regulations and the articles of association. The board of directors, the president and all departments of the company shall cooperate and provide necessary guarantee. No organization or individual of the company shall interfere or interfere with the normal exercise of the powers of the supervisors and the board of supervisors.
Chapter II Establishment of the board of supervisors and appointment and removal of supervisors
Article 4 the board of supervisors of the company is composed of three supervisors, with one chairman and one vice chairman. Article 5 the supervisors of the company are natural persons. Supervisors are not required to hold shares of the company.
Article 6 qualifications of supervisors:
(I) supervisors shall have professional knowledge and work experience in relevant fields such as law or accounting, as well as the judgment and supervision ability required for independent and effective performance of their duties.
(II) directors and senior managers of the company shall not concurrently serve as supervisors of listed companies.
(III) a supervisor candidate shall not be nominated as a supervisor of a listed company under any of the following circumstances: (1) having no or limited capacity for civil conduct;
(2) Being sentenced to criminal punishment for corruption, bribery, misappropriation of property, misappropriation of property or undermining the order of the socialist market economy, and less than five years have elapsed since the expiration of the period of execution, or being deprived of political rights due to a crime, and less than five years have elapsed since the expiration of the period of execution;
(3) Serving as a director or factory director or manager of a company or enterprise in bankruptcy liquidation and being personally responsible for the bankruptcy of the company or enterprise, and less than three years have elapsed since the completion of the bankruptcy liquidation of the company or enterprise;
(4) Acting as the legal representative of a company or enterprise whose business license has been revoked and ordered to close down due to violation of law, and having personal responsibility, less than three years have elapsed since the date of revocation of the business license of the company or enterprise;
(5) A large amount of personal debt is not paid off when due;
(6) Being prohibited from entering the securities market by the CSRC or being identified as an inappropriate candidate by the CSRC, and the time limit has not expired;
(7) Being publicly recognized by the stock exchange as unfit to serve as a supervisor of a listed company, and the term has not expired; (8) Other contents stipulated by laws, administrative regulations or departmental rules.
If any of the circumstances listed in this article occurs to a supervisor during his term of office, the board of supervisors shall request the general meeting of shareholders or the workers’ Congress to remove him from his post.
Article 7 nomination and election of supervisors:
(I) supervisors are divided into shareholder representative supervisors and employee representative supervisors, and the number of employee representative supervisors shall not be less than one-third of the number of supervisors.
(II) the shareholder representative supervisor shall be nominated by the shareholders and voted by the general meeting of shareholders. The employee representative supervisors shall be democratically elected by the employees of the company through the employee congress, the employee congress or other forms.
(III) the chairman and vice chairman of the board of supervisors shall be elected by more than half of all supervisors.
Article 8 The term of office of the supervisor:
(I) the term of office of the supervisor is three years. A supervisor may be re elected upon expiration of his term of office.
(II) if a supervisor resigns during his term of office, he shall submit a written resignation report to the board of supervisors of the company, in which the reason for resignation shall be clearly indicated.
(III) if the supervisor is not re elected in time at the expiration of his term of office, or the resignation of the supervisor during his term of office results in the number of members of the board of supervisors being less than the quorum specified in the company law, the original supervisor shall still perform the duties of Supervisor in accordance with the provisions of laws, administrative regulations and the articles of association before the re elected supervisor takes office.
Article 9 removal of supervisors:
In case of any of the following serious dereliction of duty, the board of supervisors shall recommend the general meeting of shareholders or the staff congress to remove the supervisor:
(I) deliberately damaging the legitimate interests of the company or employees;
(II) accepting illegitimate interests or taking advantage of the position of supervisor to seek private interests in the process of performing duties;
(III) failure to find problems or concealment of problems during supervision, resulting in heavy losses to the company;
(IV) divulging the material information not disclosed by the listed company and carrying out insider trading and other activities in the process of supervision or performance of duties;
(V) other serious dereliction of duty stipulated in laws and regulations, administrative documents and the articles of association. Except for the above serious dereliction of duty of the supervisor or the relevant circumstances listed in Article 6 of these rules of procedure that are not suitable to serve as a supervisor, the company shall not remove the supervisor from his post without reason before the expiration of his term of office. In case of early dismissal, the dismissed supervisor may make a public statement if he believes that the company’s reason for dismissal is improper.
Chapter III functions and powers of the board of supervisors
Article 10 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.
(IX) other functions and powers specified in the articles of association.
Article 11 supervisors have the right to know the company’s operation and major decision-making matters, and undertake corresponding confidentiality obligations.
Article 12 supervisors may attend the board meeting as nonvoting delegates and have the right to raise questions or suggestions on the matters resolved by the board of directors.
The notice and meeting materials of the above meeting shall be sent to the supervisors at the same time.
Article 13 the board of supervisors may require the company’s directors and senior managers, internal and external auditors to attend the meeting of the board of supervisors as nonvoting delegates and answer questions of concern.
Article 14 the company shall take measures to protect the supervisors’ right to know, and shall timely provide the supervisors with relevant documents, information and other materials. The company shall provide necessary assistance for supervisors to perform their duties normally, and no one shall interfere or obstruct them.
Article 15 the board of supervisors may, as necessary, put forward suggestions, prompts, interviews, questions and require replies to the board of directors, senior management and their members or other personnel in writing or orally.
Article 16 if the board of supervisors finds that the company or its directors and senior managers violate laws, regulations or the articles of association, it can report to the securities regulatory authority, stock exchange or other relevant departments. Article 17 the board of supervisors has the right to nominate independent directors and may nominate candidates for independent directors with the qualifications of independent directors of listed companies to the general meeting of shareholders of the company.
Article 18 the expenses incurred by the board of supervisors in exercising its functions and powers shall be borne by the company.
Article 19 the chairman of the board of supervisors shall perform the following duties:
(I) convene and preside over the meetings of the board of supervisors;
(II) organize the performance of the duties of the board of supervisors;
(III) sign the report of the board of supervisors and other important documents;
(IV) report to the general meeting of shareholders on behalf of the board of supervisors;
(V) other duties stipulated in laws and regulations and the articles of association.
Article 20 if the chairman of the board of supervisors is unable to perform his functions and powers, the chairman of the board of supervisors shall designate a supervisor to perform his functions and powers on his behalf.
Article 21 the board of supervisors may supervise the compliance of the company’s internal control, urge relevant departments to establish and improve the company’s internal control governance structure, and comprehensively supervise and evaluate the implementation of relevant posts and businesses. The board of supervisors may require the board of directors and senior management to rectify the problems found in internal control within the specified time limit and track the rectification.
The board of supervisors shall review the annual internal control self-evaluation report of the board of directors and express its opinions.
Article 22 the supervisor may urge the board of directors, senior management and relevant personnel of the company to pay attention to and disclose information in accordance with relevant regulations to ensure the authenticity, accuracy, integrity, timeliness and fairness of the disclosed information. 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. Article 23 If the supervisor cannot guarantee the authenticity, accuracy and completeness of the contents of the periodic report or has objections, he shall state the reasons and express his opinions and disclose them.
Article 24 when the supervisor is aware of the occurrence of major events of the company, he shall immediately perform the reporting obligation in accordance with the provisions of the company.
Article 25 the board of supervisors is responsible for the supervision of the company’s information disclosure management system. Regularly or irregularly inspect the implementation of the information disclosure management system, timely urge the board of directors of the company to correct the major defects found, and require the board of directors to revise the system as needed.
The supervisor shall urge the company to formulate the reporting, transmission, review and disclosure procedures of major events, and supervise the implementation of the insider management system.
Article 26 the board of supervisors shall, in accordance with the articles of association, deal with the company’s major transactions, major investments, external guarantees, major asset restructuring, major financing, profit distribution plan, entrusted financial management, external financial assistance, sale or transfer of assets, securities or venture capital related to the core competitiveness of the listed company, And supervise the changes of the company’s accounting policies, accounting estimates, correction of major accounting errors and other matters.
Chapter IV meetings of the board of supervisors
Article 27 the meetings of the board of supervisors are divided into regular meetings and interim meetings. Regular meetings shall be held at least twice a year, that is, once every half a year. If the meeting of the board of supervisors cannot be held as scheduled for some reason, the consent of all supervisors shall be obtained for the rescheduling. If an announcement has been made on the convening of the board of supervisors, the reason for the rescheduling shall be announced.
The meeting of the board of supervisors shall be held only when more than half of the supervisors are present. If the supervisor entrusts other supervisors to attend on his behalf, the entrusted supervisor shall not be counted into the actual number of participants.
Article 28 in principle, the meeting of the board of supervisors shall be held on site. Under special circumstances, the meeting of the board of supervisors can be held by means of video, telephone, e-mail and written communication.
Article 29 the supervisor has the right to require the convener of the board of supervisors to convene an interim meeting of the board of supervisors if he has justified reasons and purposes. Whether to convene the interim meeting of the board of supervisors shall be decided by the convener of the board of supervisors; However, if two or more supervisors propose to convene the meeting, the interim meeting of the board of supervisors must be held.
Article 30 when the supervisor proposes to convene an interim meeting, it shall be handled in accordance with the following procedures:
(I) sign one or more written proposals in the same format and content, and request the convener of the board of supervisors to convene an interim meeting.
(II) the written proposal of the supervisor to convene the interim meeting of the board of supervisors shall be signed by the supervisor who issued the proposal.
(III) the written proposal of the supervisor to convene an interim meeting of the board of supervisors shall specify the following matters:
(1) Name of the proposed supervisor;
(2) The reasons for the proposal or the objective reasons on which the proposal is based;
(3) Propose the time or time limit, place and method of the meeting;
(4) Clear and specific proposals;
(5) Contact information and proposal date of the proposed supervisor.
(IV) for meeting the requirements of proposing to convene an interim meeting, the convener of the board of supervisors must send a notice of convening an interim meeting within 15 days from the date of receiving the above written proposal.
(V) when the convener of the board of supervisors is unable to perform his duties, the vice chairman of the board of supervisors shall convene and preside over the meeting of the board of supervisors; If the vice 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, and the supervisor shall issue a notice of the meeting.
Article 31 when the board of supervisors holds a meeting (including regular meeting and interim meeting), the convener of the board of supervisors shall submit the notice of the meeting of the board of supervisors to the supervisors in writing, telephone, fax, e-mail, SMS or in person at least two days in advance. If it is not delivered directly, it must be confirmed and recorded accordingly. 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, but the convener shall make an explanation at the meeting. If a person other than the chairman of the board of supervisors convenes a meeting of the board of supervisors, the reason why the chairman of the board of supervisors cannot convene and the basis for the convener shall be stated in the meeting notice. Under special circumstances, on the premise of ensuring that all supervisors can attend the meeting, the issuing time of the meeting notice may not be subject to the above restrictions.
Article 32 the notice of the meeting of the board of supervisors shall at least include the following contents:
(I) date, place and duration of the meeting;
(II) reasons and topics;
(III) the convener and moderator of the meeting, the proposer of the interim meeting and their written proposals;
(IV) meeting materials necessary for the voting of supervisors;
(V) the supervisor shall attend the meeting in person;
(VI) date of notice;
(VII) contact person and contact information;
(VIII) other contents stipulated in the articles of association.
In case of emergency, an interim meeting of the board of supervisors shall be held by sending a meeting notice orally or by telephone. The oral meeting notice shall at least include the contents required by the above meeting notice
