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corporate governance
published:2015-06-09 views:次

shanghai raas blood products co., ltd

rules of procedure for the board of supervisors

clause 1 purpose

in order to further specify the discussion and voting procedure of the board of supervisors, promote the supervisors and the board of supervisors to effectively implement the responsibilities and perfect the governing structure of the legal person of the company, it is hereby to work out this rule according to the company law of the people’s republic of china, the securities law of the people’s republic of china, governance principle of listed company and the articles of association of shanghai raas blood products co., ltd. 

clause 2 office of the board of supervisors

there is office set up for the board of supervisors to deal with the daily affairs.

the chairman of the board of supervisors holds a concurrent post of the principal of the office to keep its stamp, who can also appoint the representative in charge of the securities affairs of the company or other personnel to assist to handle the daily affairs. 

clause 3 regular meeting and temporary meeting of the board of supervisors

the meetings of the board of supervisors include the regular and temporary meetings. 

the regular meeting shall be held once per six months and the board of the supervisors shall hold the temporary meeting within ten days under one of the following circumstances: 

 (i) any supervisor proposes to hold the meeting;

 (ii) the board of shareholders and the shareholders pass the resolutions about those against the law, regulations, provisions and various rules and requirements of the regulatory agencies, the articles of the association, the meeting of the shareholders and other relative rules; 

 (iii) the improper behavior of the directors and senior management personnel may cause major loss on the company or bad influence in the market; 

 (iv) the company, director, supervisor and senior management personnel are raised for lawsuit by the shareholders; 

 (v) the company, director, supervisor and senior management personnel are punished by the securities regulatory agency or publicly blamed by shenzhen stock exchange; 

 (vi) the securities regulatory agency requests to hold the meeting; 

 (vii) other circumstances regulated in the articles of association. 

clause 4 proposal of regular meeting

before releasing the notice of holding the regular meeting of the board of supervisors, the office of the board of supervisors shall collect the proposals from all supervisors and ask for advices from all staffs of the company for at least two days. during collecting the proposals and asking for advices, the office shall explain that the board of supervisors emphasizes the running of the company and supervision on the directors and senior management personnel while not the decision on the operation and management of the company. 

clause 5 proposing procedure of temporary meeting

when proposing to hold the temporary meeting of the board of supervisors, the supervisor shall notify the office or directory submit the written proposal with the signature of the proposing supervisors to the chairman, in which the following issues shall be specified:

 (i) name of the proposing supervisor;

 (ii) proposing reason or objective reason for the proposal; 

 (iii) time or time limit, place and method of the meeting;

 (iv) clear and detailed proposals; 

 (v) contact way and proposing date of the supervisor. 

within three days after the office or chairman receives the written proposal of the supervisor, the office shall release the notice of the temporary meeting of the board of supervisors. 

if the office idles to release the notice, the proposing supervisor shall report it to the regulatory agency in time. 

clause 6 convening and presiding of the meeting

the meeting of board of supervisor is convened and presided over by the chairman; if the chairman cannot perform this position or does not perform this position, more than half of the supervisors jointly elect one supervisor to convene or preside it over. 

clause 7 notice of the meeting

when convening the regular and temporary meeting of the supervisors, the office shall submit the notice of the meeting in written form with the stamp of the board of supervisors in the ways of directly sending, fax and e-mail or in other way respectively with ten and five days in advance. if it is not sent directly, confirm it via telephone and make relative records. 

if there is any emergency and there is need to hold the temporary meeting as early as possible, notice about the meeting can be released in oral way or by telephone at any time, but the convener shall make explanation in the meeting. 

clause 8 contents of the notice

the notice about the meeting in written form shall include at least the following contents: 

 (i) time and place of the meeting;

 (ii) issues to be proposed for discussion (proposal); 

 (iii) convener, presider of the meeting, proposer of temporary meeting and its written proposal; 

 (iv) meeting data required for the voting by supervisors; 

 (v) requirement that the supervisor shall attend the meeting in person; 

 (vi) contact person and contact method

the notice about meeting in oral way shall include at least the above (i) and (ii) items as well as explanation for convening the temporary meeting of the board of supervisors as early as possible under emergency circumstance. 

clause 9 convening way of meeting

the meeting of the board of supervisors shall be held in the field. 

if there is any emergency, the meeting of the board of supervisors can be held for voting in the way of communication, but the convener of the meeting (the presider) shall explain the emergency to the supervisors. during the voting by communication, the supervisors shall fax their written opinions and voting intentions about the items for discussion to the office of the board of supervisors upon their confirmation with signatures. the supervisors shall not express the voting opinion only but not express their written opinions or voting reasons. 

clause 10 convening of meeting

the meeting of the board of supervisors can be held only when there are more than half of supervisors attending. if relative supervisor refuses or idles to attend the meeting, which causes that it cannot meet the demand of lowest number for the convening of the meeting, other supervisors shall report to the regulatory agency in time.  

the supervisor shall attend the meeting in person; if he cannot attend it due to some reason, he can entrust other supervisor to attend the meeting on behalf of him in written form, in which the name, entrusted task, authority and effective period shall be stipulated with signature or stamp by the entrustor. when the entrustee attends the meeting, he shall show the letter of authorization and exert the right of supervisor within the authority. 

if the supervisor does not attend the meeting or not entrust other supervisor to attend it, it shall be regarded that he gives up the voting right in this meeting. 

the secretary of the board of directors and representative affairs of the security affairs shall attend the meeting of the board of supervisors. 

clause 11 discussion procedure of meeting

the presider of the meeting shall submit each proposal for discussion one by one to the attending supervisors for them to express their opinions. 

the presider shall request the director, senior management personnel, other staffs of the company or relative intermediary to get inquiry in the meeting according to the proposal of the supervisor. 

clause 12 resolution of the board of supervisors

the voting in the meeting of the board of supervisors shall be done in open ballot and written form, with one vote for one man. 

the office of the board of supervisors takes charge of the organization and preparation of the voting ballot, in which the following contents shall be included:  

 (i) term, convening time and place of the meeting of board of supervisors; 

 (ii) name of supervisors;

 (iii) voting items for discussion; 

 (iv) instruction for voting of approval, opposing and abstention. 

 (v) other items for recording. 

under the condition of field meeting, the relative staffs in the office of the board of supervisors take charge of the releasing of the voting ballot to the attending supervisors before the voting of the discussion items. 

under the condition of non-field meeting, the office shall send the voting ballot together with the meeting notice to each supervisor. 

the voting intention of the supervisors is divided into approval, opposing and abstention. the attending supervisor shall choose one from the above intention. if he does not choose any one or choose more than two ones at the same time, the presider shall request the supervisor to choose it again upon the requirement. if he refuses to make selection, it shall be regarded to give up the voting; and if he leaves the meeting place and does not come back and not make selection, it shall be regarded to give up the voting too. 

the board of supervisor makes the resolution unless the consent of more than half of attending supervisors. 

clause 13 meeting records

the staffs in the office shall make good records for the meeting in field, which shall include the following contents: 

 (i) term, convening time, place and way of the meeting;

 (ii) release condition of the meeting notice; 

 (iii) convener and presider of the meeting; 

 (iv) attendance condition of the meeting

 (v) instruction for the procedure and convening condition of the meeting;

 (vi) proposals for discussion in the meeting, key points and main opinions about the relative issues of each supervisor, voting intention of each proposal; 

 (vii) voting method and result of each proposal (the detailed ballots for approval, opposing and abstention); 

 (viii) other issues needing to be recorded by the supervisor. 

as for the meeting of the board of supervisors held in the way of communication, the office shall sort out the records according to the above principles. 

clause 14 signature of supervisors

the supervisors shall sign on the meeting record, summary and resolution record for confirmation. if they have different opinion 

if the supervisor does not confirm it with signature upon the above clause and not make written explanation for the different opinion or report it to the regulatory agency and release public statement, it shall be regarded to agree the meeting record, summary and resolution. 

clause 15 resolution notice

as for the issues about the resolution notice of the board of supervisors, the secretary of the board of directors shall handle them upon relative provisions stipulated in the stock listing rule of shenzhen stock exchange

clause 16 execution of resolution

the supervisor shall urge relative personnel to implement the resolution of the board of supervisors and the chairman of the board of supervisors shall notify its execution which has formed in the meeting. 

clause 17 keeping of meeting files

the meeting files of the board of supervisors include the notice and data, signature logbook, voting ballot, meeting record, summary, resolution record and notice signed by the supervisors, which are kept by the secretary of the board of directors. and the secretary can entrust the office of the board of supervisors to keep them instead of him. 

the meeting data of the board of supervisors shall be kept for more than 10 years. 

clause 18 appendix

the relevant laws, administrative rules, departmental rules and the provisions of articles of association shall be applied to the unsettled matters in this rule.

 “more than the number” includes the number itself in this rule.

this rule is formulated by the board of supervisors and shall become effective unless it is approved by the general shareholders’ meeting. 

 this rule shall be explained by the board of supervisors. 


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