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Rules of Procedure of the Supervisory Board of Jiangsu Shentong Valve Co., Ltd.
Release time:
2022-10-26
Jiangsu Shentong Valve Co., Ltd.
Rules of Procedure of the Supervisory Board
(Revised at the third meeting of the sixth session of the Board of Directors)
Article 1 Purpose
In order to further standardize the discussion methods and voting procedures of the board of supervisors of Jiangsu Shentong Valve Co., Ltd., urge the supervisors and the board of supervisors to effectively perform their supervisory duties, and improve the corporate governance structure of the company, in accordance with the "Company Law", "Securities Law", "Listed Company Governance Guidelines" And the Shenzhen Stock Exchange Stock Listing Rules (hereinafter referred to as the "Listing Rules") and other relevant regulations, formulate these rules.
Article 2 Regular Meetings and Interim Meetings of the Supervisory Board
The meetings of the Supervisory Board are divided into regular meetings and interim meetings.
Regular meetings of the board of supervisors shall be held at least once every six months. The board of supervisors shall hold an interim meeting within 10 days in case of any of the following circumstances:
when it is proposed by any of the (I) Supervisors;
When the general meeting of shareholders of the (II) or the meeting of the board of directors passes resolutions that violate laws, regulations, rules, various regulations and requirements of the regulatory authorities, the articles of association, the resolutions of the general meeting of shareholders of the company and other relevant regulations;
The misconduct of (III) directors and senior management may cause significant damage to the company or cause adverse effects in the market;
When the (IV) company, directors, supervisors and senior managers are sued by shareholders;
When the (V) company, its directors, supervisors or senior managers are punished by the securities regulatory department or publicly condemned by the stock exchange;
When required by the (VI) securities regulatory authority;
(VII) other circumstances as stipulated in the Articles of Association.
Article 3 Proposals for regular meetings
Before issuing the notice of convening the regular meeting of the board of supervisors, the chairman of the board of supervisors shall solicit the proposal of the meeting from all the supervisors and take at least two days to solicit opinions from the employees of the company. When soliciting proposals and opinions, the chairman of the board of supervisors shall state that the board of supervisors focuses on the supervision of the company's standardized operation and the duties of directors and senior managers rather than the decision-making of the company's operation and management.
ARTICLE IV PROPOSUS PROCEDSES FOR TEMPORARY CONFERENTS
If a supervisor proposes to convene an interim meeting of the board of supervisors, he shall submit a written proposal signed by the proposing supervisor directly to the chairman of the board of supervisors. The written proposal shall contain the following:
(I) the name of the proposed supervisor;
(II) the reasons for the proposal or the objective reasons on which the proposal is based;
The (III) proposes the time or time limit, place and manner of the meeting;
(IV) clear and specific proposals;
(V) the contact information of the proposed supervisor and the date of proposal, etc.
Within three days after the chairman of the board of supervisors receives the written proposal of the supervisor, the chairman of the board of supervisors shall issue a notice of convening an interim meeting of the board of supervisors. If the chairman of the board of supervisors fails to issue the notice of the meeting, it is proposed that the supervisor should report to the Shenzhen Stock Exchange or the securities regulatory authority in a timely manner.
Article 5 Convening and presiding over the meeting
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 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 Notice of the Meeting
When convening regular and extraordinary meetings of the Board of Supervisors, the Board of Supervisors shall submit a written notice of the meeting with the seal of the Board of Supervisors to all Supervisors ten days and five days in advance, respectively, by direct service, fax, e-mail or other means. If it is not delivered directly, it shall also be confirmed by telephone and corresponding records shall be made.
If the situation is urgent and it is necessary to hold an interim meeting of the board of supervisors as soon as possible, the notice of the meeting may be issued orally or by telephone at any time, but the convener shall make an explanation at the meeting.
Article 7 Contents of Notice of Meeting
The written notice of the meeting shall at least include the following contents:
The date, place and duration of the meeting of the (I);
(II) subjects and issues;
(III) meeting format;
The date on which the (IV) gives notice.
The notice of the oral meeting shall at least include the contents of items (I) and (II) above, as well as an explanation that the interim meeting of the board of supervisors should be held as soon as possible in case of emergency.
Article 8 Ways of Convening Meetings
The meeting of the board of supervisors shall be held on the spot.
In case of emergency, the meeting of the board of supervisors may vote by means of communication, but the convener of the board of supervisors (the chairman of the meeting) 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 supervisory board after signing and confirming. Supervisors should not only express their voting opinions without expressing their written opinions or reasons for voting.
Article 9 Convening of the Conference
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 the inability to meet the minimum number of people required for the meeting, other supervisors shall promptly report to the Shenzhen Stock Exchange or the securities regulatory authority.
The secretary of the board of directors and the representative of securities affairs shall attend the meetings of the board of supervisors.
Article 10 Review Procedure of the Meeting
The moderator of the meeting shall request the participating supervisors to express clear opinions on the proposals.
The moderator of the meeting shall, according to the proposal of the supervisor, require directors, senior managers, other employees of the company or business personnel of relevant intermediary agencies to attend the meeting to accept questions.
Article 11 Resolutions of the Board of Supervisors
Voting at meetings of the Supervisory Board shall be conducted by one person, one vote, by registry and in writing.
The voting intention of the supervisors is divided into consent, objection and abstention. The supervisors attending the meeting shall choose one of the above intentions. If they fail to make a choice or choose more than two intentions at the same time, the presiding officer of the meeting shall ask the supervisor to make a new choice. If he refuses to choose, he 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 board of supervisors shall form a resolution with the consent of more than half of all supervisors.
The resolution of the board of supervisors shall be signed and confirmed by the participating supervisors. 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.
Article 12 Recording of meetings
When convening a meeting of the board of supervisors, the whole process may be recorded and videotaped as necessary.
Article 13 Minutes of Meetings
The secretary of the board of directors, the board of supervisors or the staff arranged by the company shall make records of the on-site meeting. The minutes shall include the following:
The session of the (I) meeting and the time, place and method of holding it;
the issuance of notices of (II) meetings;
(III) convener and moderator;
Attendance at (IV) meetings;
(V) the proposals considered at the meeting, the main points and main opinions of each supervisor on relevant matters, and the voting intention on the proposal;
(VI) the voting method and result of each proposal (indicating the number of votes for, against and abstentions);
(VII) other matters that the participating supervisors believe should be recorded.
For the meeting of the board of supervisors held by means of communication, the relevant personnel shall organize the minutes of the meeting with reference to the above provisions.
Article 14 Signature of Conference Materials
The participating supervisors shall sign the minutes of the meeting for confirmation. If the supervisors have different opinions on the minutes of the meeting, they may make a written explanation when signing. When necessary, it shall report to the Shenzhen Stock Exchange or the securities regulatory department in a timely manner, and may also make a public statement.
If a supervisor neither signs for confirmation in accordance with the provisions of the preceding paragraph nor makes a written explanation of his disagreement or reports to the securities regulatory authority or makes a public statement, he shall be deemed to have fully agreed with the contents of the minutes of the meeting.
Article 15 Announcement of Resolution
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 Listing Rules.
When a listed company holds a meeting of the board of supervisors, it shall promptly submit the resolution of the board of supervisors to the Shenzhen Stock Exchange for the record after the meeting, and make an announcement after registration by the Shenzhen Stock Exchange.
Article 16 Implementation of the resolution
The supervisor shall urge the relevant personnel to implement the resolution of the board of supervisors. The chairman of the board of supervisors shall inform the implementation of the resolution that has been formed at the subsequent meetings of the board of supervisors.
Article 17 Preservation of Conference Archives
The archives of the meetings of the Supervisory Board, including the notice of the meeting and meeting materials, the attendance book, the recording of the meeting, the voting votes, the minutes of the meeting signed and confirmed by the supervisors present, the announcement of resolutions, etc., shall be kept by a person designated by the Chairman of the Supervisory Board.
The retention period of the meeting materials of the board of supervisors shall be more than ten years.
Article 18 Supplementary Provisions
In these rules, "above" includes this number.
The Supervisory Board is responsible for the interpretation and revision of these Rules.
These Rules shall be formally implemented from the date of adoption by the general meeting of shareholders of the Company.
These rules shall comply with the relevant provisions, guidelines and guidelines of the stock exchange where the company's shares are listed and traded.
Supervisory Board of Jiangsu Shentong Valve Co., Ltd.
October 26, 2022
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