The board of supervisors is a standing body composed of all supervisors and is the supervisory body of the company, with at least three members (limited liability companies with a small number of shareholders or a small scale may have one or two supervisors, without a board of supervisors). The Board of supervisors shall supervise and inspect the daily business activities of the company, supervise the company's finance and the legality of the company's directors and senior managers performing their duties.

The establishment of the Board of supervisors plays an important role in preventing the board of directors and senior managers from abusing their power to harm the interests of the company and shareholders, and promoting the healthy operation and long-term development of the company.

1. Composition of the Board of Supervisors

The board of supervisors shall include shareholders' representatives and an appropriate proportion of employees' representatives, of which the proportion of employees' representatives shall not be less than one-third, and the specific proportion shall be prescribed by the articles of association of the company.

The staff representatives on the board of supervisors shall be democratically elected by the staff and workers of the company through the staff and workers' congress, the staff and workers' congress or other forms. The board of supervisors shall have a chairman who shall be elected by more than half of all supervisors. No director or senior manager shall concurrently serve as a supervisor, whose term of office shall be three years. When the term of office of a supervisor expires, he may be re-elected.

Among them, the board of supervisors of a wholly state-owned company has special provisions. The members of the board of supervisors of a wholly state-owned company shall not be less than five, of which the proportion of employee representatives shall not be less than one-third, and the specific proportion shall be stipulated by the articles of association. The members of the board of supervisors shall be appointed by the state-owned assets supervision and administration institution, but the workers' representatives among the members of the board of supervisors shall be elected by the workers' congress of the company. The chairman of the Board of supervisors shall be appointed by the state-owned assets supervision and administration institution from among the members of the board of supervisors.

2. Functions and powers of the Board of Supervisors

The board of supervisors shall mainly supervise the operation and management of the directors and the general manager and the financial affairs of the company. Supervisors may attend meetings of the board of directors without voting rights and raise questions or suggestions on matters resolved by the Board of directors.

The board of supervisors or the supervisors of a company without a board of supervisors may investigate the operation of the company if they find it abnormal; If necessary, it may employ accounting firms and other institutions to assist it in its work, and the hiring expenses shall be borne by the company.

The board of supervisors or the supervisors of a company without a board of supervisors shall exercise the following functions and powers:

3. The convening of the Board of Supervisors

The board of supervisors shall hold a meeting at least once a year, and the supervisor may propose a temporary meeting of the board of supervisors. Unless otherwise provided for in the Company Law, the method of discussion and voting procedure of the board of Supervisors shall be prescribed by the articles of association.

A resolution of the board of supervisors shall be passed by more than half of the supervisors. The board of supervisors shall prepare meeting minutes of the decisions on the items discussed, and the supervisors present at the meeting shall sign the meeting minutes.

4. Convening of the Board of Supervisors

The chairman of the Board of supervisors shall convene and preside over 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 nominated by more than half of the supervisors shall convene and preside over the meeting of the board of supervisors.

peroration

The Company shall take relevant measures to fully guarantee the supervisor's right to know. The company shall timely and truthfully report to the Board of supervisors the situation of major contracts signed by the company, their execution, fund operation and profit and loss. In the course of daily business activities, the company shall also provide the necessary information and materials to the supervisor in a timely manner, so that the Board of Supervisors can carry out effective supervision, inspection and evaluation of the company's financial status and operation and management, and effectively safeguard the legitimate rights and interests of the company and shareholders.