Revised rules of procedure of the board of supervi

[board of supervisors] Wolong Electric: rules of procedure of the board of supervisors (Revised)

[board of supervisors] Wolong Electric: rules of procedure of the board of supervisors (Revised)

time: February 20, 2019 16:25:36 Zhongcai

Drive Group Co., Ltd.

rules of procedure of the board of supervisors

(Revised)

Chapter I General Provisions

Article 1.01 Drive Group Co., Ltd. (hereinafter referred to as "the company") In order to establish and improve the modern enterprise system, give play to the supervisory role of the board of supervisors, protect the rights and interests of investors, improve the quality and quantity of the company, promote the standardized operation of the company, and maintain the sustainable and healthy development of the company, according to the company law of the people's Republic of China (hereinafter referred to as the "company law") Manufacturers of the people's Republic of China claim that such recyclable polymers can be used. At present, the industry is committed to constantly exploring new technology products that adapt to the reality and developing preferred securities law for the production of plastic bottles with a national certificate frequency of 80 (2) 50Hz and a short test time (hereinafter referred to as the "Securities Law"), "China's code of corporate governance for listed companies", "guidelines for the articles of association of listed companies (2014 Revision)" The rules of procedure of the board of supervisors of Drive Group Co., Ltd. (hereinafter referred to as the rules) was formulated in accordance with the rules of the general meeting of shareholders of listed companies (revised in 2014) and other relevant laws and regulations

Article 1.02 the board of supervisors is the supervisory body established by the company according to law, which is responsible to the general meeting of shareholders and reports work. The board of supervisors is responsible for inspecting the company's finance, protecting the safety of the company's assets, reducing the company's operational and financial risks,

safeguarding shareholders' rights and interests, and supervising the behavior of the company's senior managers (including directors, general managers, deputy general managers, chief financial officers,

Secretary of the board of directors, etc., the same below) in performing their duties

article 1.03 if there are differences between these rules and national laws, regulations and normative documents, they should be implemented in accordance with more stringent standards. If the standards stipulated in national laws, regulations and normative documents are stricter than these provisions and the provisions of the company and other corresponding documents, the company shall revise them in time

Chapter II composition and responsibilities of the board of supervisors

Article 2.01 the board of supervisors is composed of three people. There is a chairman of the board of supervisors, and the number of staff representative supervisors is not less than one third

article 2.02 the term of office of the supervisor is three years. The shareholder supervisors shall be elected or replaced by the general meeting of shareholders, and the employee representative supervisors shall be democratically elected or replaced by the employee representative meeting, and the supervisors can be re elected. Before the expiration of the term of office of the supervisor, the general meeting of shareholders or the workers' Congress shall not remove him without reason

article 2.03 candidates for supervisors must have the qualifications specified in national laws, regulations and the articles of association,

should have professional knowledge or work experience in law, finance, accounting and other aspects, and have the ability to communicate widely with shareholders, employees and other relevant stakeholders. Supervisors should abide by the provisions of laws, administrative regulations and the articles of association, and perform the obligations of integrity and diligence. Under one of the following circumstances, he shall not be a supervisor in the preparation of item 13 of the national military standard:

(1) no civil capacity or limited civil capacity

(2) being sentenced to criminal punishment for corruption, bribery, misappropriation of property, misappropriation of property or destruction of the order of the socialist market economy, and the term of execution does not exceed 5 years, or being deprived of political rights for a crime, and the term of execution does not exceed 5 years

(4) being the legal representative of a company or enterprise whose business license was revoked and ordered to close down due to violation of law, and being personally responsible, less than three years have elapsed since the date of the revocation of the business license of the company or enterprise

(V) a large amount of personal debt is not paid off when due

(6) those who have been banned from entering the market by the CSRC, and the time limit has not expired

(VII) other contents stipulated by laws, administrative regulations or departmental rules

(VIII) directors, general managers and other senior managers of the company

(IX) relevant personnel of the accounting firm that audited the company

Article 2.04 functions and powers of the board of supervisors

(I) inspect the company's finance

(II) supervise the acts of directors, general managers and other senior managers in violation of laws, regulations or the articles of association when performing their duties of the company, and propose 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

(III) when the acts of directors, general managers and other senior managers 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 the duties of convening and presiding over the general meeting of shareholders as stipulated in the company law

(V) the company's periodic reports prepared by the board of directors shall be reviewed and written review opinions shall be put forward

(VI) put forward proposals to the general meeting of shareholders

(VII) file a lawsuit against directors and senior managers in accordance with Article 152 of the company law

(VIII) if the company's operation is abnormal, it can be investigated; If 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

Article 2.05 the board of supervisors shall inspect the company regularly once or twice a year, and may conduct special inspections on the company irregularly according to actual needs to fully understand the operation of the company, and may also employ law firms,

accounting firms or the company's audit department to provide assistance

Article 2.06 in the course of supervision and inspection, the board of supervisors shall report to the board of directors in a timely manner if it finds that the company's business activities may endanger the safety of assets,

cause the loss of assets or infringe on the rights and interests of asset owners, as well as other urgent situations that the board of supervisors believes should be reported immediately, or directly to the securities regulatory authority if necessary

Chapter III rules of procedure of the board of supervisors

Article 3.01 the meetings of the board of supervisors are divided into regular meetings and interim meetings. Regular meetings shall be held at least once every six months

in case of any of the following circumstances, the board of supervisors shall convene an interim meeting within ten days:

(1) when any supervisor proposes to convene

(II) when the general meeting of shareholders and the meeting of the board of directors have passed resolutions that violate the provisions and requirements of laws, regulations, rules and regulatory authorities, the articles of association, the resolutions of the general meeting of shareholders and other relevant provisions

(III) the misconduct of directors and senior managers may cause significant damage to the company

(4) the company, directors, supervisors and senior managers are sued by shareholders

(V) when the company, directors, supervisors and senior managers are punished by the securities regulatory authorities or publicly condemned by the Shanghai Stock Exchange

(VI) when required by the securities regulatory department

(7) other circumstances specified in the articles of association

article 3.02 the notice of the meeting of the board of supervisors shall be delivered to all supervisors five days before the meeting. The meeting notice

includes the following contents: the date, place and duration of the meeting, the cause and topic of the meeting, and the date of the notice

article 3.03 the meeting of the board of supervisors shall be held on site in principle. The interim meeting of the board of supervisors can be held by means of communication voting on the premise that supervisors

can fully express their opinions. Communication voting refers to the way in which the supervisors exercise the voting rights of the matters submitted to the meeting for consideration by the supervisors through the designated information transmission methods such as communication, fax, e-mail, etc., without holding an on-site meeting

article 3.04 the meeting of the board of supervisors shall be held only when more than half of the supervisors are present. Each supervisor

has one vote. The resolution of the board of supervisors can be passed only after it is approved by more than two-thirds of the supervisors present at the meeting. The voting method of the board of supervisors is show of hands or voting

article 3.05 the matters discussed by the board of supervisors shall be recorded. The minutes of the meeting of the board of supervisors shall include the following contents:

(I) the time and place of the meeting and the name of the convener

(II) names of supervisors present

(III) meeting agenda

(IV) key points of supervisors' speech

(V) voting methods and results of each resolution

article 3.06 the meeting of the board of supervisors shall have a special record book and recorder. The minutes of the meeting shall be signed by the supervisors attending the meeting. Supervisors have the right to require that certain explanatory records be made on the minutes of their speeches at the meeting. 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. The retention period of the minutes of the meeting of the board of supervisors is ten

five years

article 3.07 the board of supervisors may require the company's senior managers and relevant auditors to attend the meeting of the board of supervisors and answer the questions of concern

Article 3.08 when exercising its functions and powers, the board of supervisors may hire professional institutions such as law firms and accounting firms to provide assistance when necessary, and the expenses incurred therefrom shall be borne by the company

article 3.09 the chairman of the board of supervisors presides over the work of the board of supervisors and is fully responsible for the work of the board of supervisors; Be responsible for convening and presiding over the meetings of the board of supervisors; Make a work report to the general meeting of shareholders on behalf of the board of supervisors

when the chairman of the board of supervisors is unable to perform his functions and powers, a supervisor designated by the chairman of the board of supervisors shall perform his functions and powers on his behalf

Article 3.10 the board of supervisors shall be presided over by the chairman of the board of supervisors, and each supervisor shall attend the meeting in person. If it is true that the supervisor cannot attend the meeting for some reason, he may entrust other supervisors in writing to exercise the voting rights on his behalf. The power of attorney entrusted by the supervisor to other supervisors to attend on behalf of the supervisor shall specify the name of the agent, the proxy matters, authority and validity period, and shall be signed by the entrusted supervisor. The supervisors who attend the meeting on their behalf shall exercise the rights of supervisors 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 3.11 the term of office of the supervisor is three years. The supervisor held by the shareholder representative shall be elected or changed by the general meeting of shareholders. When more than half of the voting rights of the general meeting of shareholders, the supervisor held by the shareholder representative shall be elected or changed. Supervisors held by employee representatives shall be democratically elected or replaced by the employees of the company. Supervisors democratically elected by the employees of the company can be elected through the employee representative meeting. Supervisors held by employee representatives can be elected or replaced only when more than half of the voting rights of the employee representative meeting are held

article 3.12 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 the general meeting of shareholders or the general meeting of workers' representatives shall be replaced

Article 3.13 supervisors shall abide by relevant national laws, regulations and the provisions of the articles of association, perform the obligations of integrity and diligence, and safeguard the interests of the company; Do not take advantage of your position and authority in the company to seek personal interests for yourself,

do not take advantage of your authority to accept bribes or other illegal income, and do not encroach on the company's property

article 3.14 supervisors shall not disclose information except in accordance with the law or with the consent of the general meeting of shareholders