Section I Supervisors
Article 143 The circumstances in Article 96 of the Statute concerning the inability to serve as a director shall also apply to the supervisors.
Directors, presidents and other senior management personnel shall not concurrently serve as supervisors.
Article 144 Supervisors shall abide by laws, administrative regulations and the Articles of Association. They shall have loyal obligations and diligence obligations for the company, shall not use their powers to accept bribes or other illegal income, and shall not invade the company's property.
Article 145 The term of office of supervisors is three years. When the term of office of the supervisor expires, he can be re-elected.
Supervisors who fail to attend the meetings of the board of supervisors for the second time in a row are deemed to be unable to perform their duties as supervisors, and the general meeting of shareholders or the employee representative assembly shall be replaced.
Supervisors may resign before the expiration of their term of office. The resignation of the supervisor shall submit a written resignation report to the board of supervisors, and the resignation of the supervisor shall take effect from the day when the resignation report is served on the board of supervisors; and if the resignation of the supervisor results in the number of the board of supervisors of the company's board of directors, the number of members of the company's constitution is lower than the statutory minimum, the resignation report of the supervisor. The next supervisor should take effect after filling the gap due to his resignation.
Before the expiration of the term of office of the supervisor, the general meeting of shareholders may not rescind his position without cause.
Article 146 Where the supervisors fail to re-election in time upon the expiry of their term of office, or if the resignation of the supervisors during the term of office results in the number of members of the board of supervisors falling below the quorum, the former supervisors shall continue to act in accordance with laws, administrative regulations, and the regulations before the newly elected supervisors take office. The provisions of the performance of supervisor duties.
Article 147 When a supervisor resigns or is dismissed or his term of office expires, his duties to the company and its shareholders are not of course lifted after his resignation report has not taken effect or become effective or within a reasonable period after the end of his term. The confidentiality obligation of the company’s trade secrets shall continue to be valid after the termination of its service until the secret becomes public information; the duration of other obligations shall be based on the principle of fairness and reasonableness, depending on the length of the incident and the length of time of departure and the relationship with the company. And the end of the conditions are determined.
Article 148 Supervisors shall ensure that the information disclosed by the company is true, accurate and complete.
Article 149 The supervisors may attend the meetings of the board of directors and ask questions or suggestions on matters decided by the board of directors.
Article 150 Supervisors may not use their affiliations to damage the interests of the company. If any losses are caused to the company, they shall be liable for compensation.
Article 151 When the supervisors perform their duties in violation of laws, administrative regulations, departmental rules or the provisions of the Articles of Association and cause losses to the company, they shall be liable for compensation.
Supervisors should be held liable for the resolutions of the board of supervisors. However, if it is proved that the objections were recorded and recorded in the minutes of the board of supervisors during the voting, the supervisors may be exempted from liability.
If a supervisor leaves a company without authorization and causes economic losses during his term of office, he shall be liable for compensation.
Section II Board of Supervisors
Article 152 The company has a board of supervisors and the board of supervisors is responsible for the general meeting of shareholders.
The board of supervisors consists of three supervisors. The board of supervisors has one chairman. The chairman of the board of supervisors shall be elected and dismissed by more than half of all supervisors. The chairman of the board of supervisors convenes and presides over the meeting 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, one or more supervisors jointly recommend one supervisor to summon and preside over the meeting of the board of supervisors.
The board of supervisors of the company shall include the representatives of the shareholders and representatives of the company's employees in appropriate proportions, in which the proportion of employees' representatives is not less than 1/3. Employee representatives on the board of supervisors are elected by the employees of the company through employee representative conferences, employee conferences or other forms of democratic election.
Article 153 The chairman of the board of supervisors shall exercise the following powers:
(1) Convening and presiding over the board of supervisors meetings;
(B) supervise and inspect the implementation of the resolutions of the board of supervisors;
(3) reporting to the general meeting of shareholders on behalf of the board of supervisors;
(4) to attend the board of directors or entrust other supervisors to attend the board of directors;
Article 154 The board of supervisors exercises the following powers:
(1) It shall review the company's periodic report prepared by the board of directors and submit a written review opinion;
(b) Inspection of company finances;
(3) To supervise the acts of directors and senior management personnel in the execution of the company's duties, and to propose the removal of directors and senior management personnel who violate laws, administrative regulations, the Articles of Association, or resolutions of the general meeting of shareholders;
(4) When the acts of directors and senior management personnel damage the interests of the company, they are required to be corrected by directors and senior management personnel;
(5) Proposing to convene an extraordinary general meeting to convene and preside over the general meeting of shareholders when the board of directors fails to perform the duties required by the "Company Law" to convene and preside over the general meeting of shareholders;
(6) submit proposals to the shareholders meeting;
(7) to institute lawsuits against directors and senior management personnel in accordance with the provisions of Article 152 of the "Company Law";
(8) If it is found that the company's business situation is abnormal, it may investigate; if necessary, it may employ professional institutions such as accounting firms, law firms, etc. to assist its work, and the cost shall be borne by the company;
(9) to attend board meetings;
(10) To attend the general meeting of shareholders of the company;
(11) Other powers conferred by the general meeting of shareholders.
Article 155 The board of supervisors shall meet at least once every six months. Supervisors may propose to convene a meeting of the temporary supervisory board.
Article 156 Delivery Form of Notice of the Board of Supervisors: Articles of Association of Golden Leaf
(a) in writing;
(b) the form of the telephone;
(c) the form of fax;
(d) E-mail form.
Article 157 The notice of the board of supervisors shall be delivered to all supervisors in the form described above ten days before the meeting.
Article 158 Supervisors shall attend the meetings of the board of supervisors in person and perform their duties as supervisors. When supervisors cannot attend the meetings of the board of supervisors for any reason, they should entrust other supervisors with their powers in writing and must not entrust non-supervisory personnel to participate.
The power of attorney of the supervisor shall state the agent's name, agency matters, authority and validity period, and be signed or sealed by the trustor. Supervisors attending the meeting should exercise the supervisor's rights within the scope authorized by the supervisors. Supervisors who did not attend the meetings of the board of supervisors and did not entrust their representatives to attend shall be deemed to have given up voting at the meeting.
Article 159 The meeting of the board of supervisors shall be held by more than half of the supervisors.
Article 160 The voting on the resolutions of the board of supervisors shall be the voting method adopted by a show of hands. Each supervisor shall have one vote.
Article 161 The resolutions of the board of supervisors shall be passed by more than half of all supervisors. The board of supervisors shall make written resolutions in accordance with the results of the vote of the supervisors on the matters being considered or the resolutions. The resolutions of the board of supervisors shall be signed and confirmed by all the supervisors attending the meeting of the board of supervisors.
Article 162 In the event that an interim meeting of the board of supervisors can guarantee the full expression of opinions of the supervisors, it may be conducted by fax and a resolution may be made and signed and confirmed by the board of supervisors.
Article 163 The board of supervisors shall formulate rules of procedure for the board of supervisors, specify the method of deliberation and voting procedures of the board of supervisors, so as to ensure the work efficiency and scientific decision-making of the board of supervisors.
Article 164 The board of supervisors shall record the decisions made on the matters discussed in the meeting and the supervisors attending the meeting shall sign the minutes of the meeting.
Supervisors have the right to request certain explanatory records of their statements at the meeting on the record. The minutes of the board of supervisors are kept as company files for at least 10 years.
Article 165 The notice of the board of supervisors shall include the following contents:
(a) the date, place and duration of the meeting;
(b) Causes and issues;
(c) Date of notification