The PRC Company Law requires a joint-stock company with limited liability to establish a supervisory committee. Our Supervisory Committee is responsible for monitoring our financial matters and supervising the conducts of our Board and our senior management. Our Supervisory Committee consists of [five] Supervisors. Our Supervisors are elected to serve a term of three years, renewable upon re-election and/or re-appointment. According to our Articles of Association, no fewer than one third of our Supervisors must be employee representatives elected by our employees. Except for the employee representative Supervisors, other Supervisors are elected at Shareholders’ General Meetings.
According to our Articles of Association, the powers of our Supervisory Committee include, among others:
To review the Company’s periodical reports prepared by the Board and to provide comments in writing;
To review the Company’s financials and to request Chief Finance Officer of the Company to periodically and truthfully report the analysis on the financial statements to the Supervisory Committee;
To monitor the establishment and implementation of internal control by the Board;
To supervise the conducts of the Directors and senior management in discharge of their duties and to advise on the dismissal of any Director and senior management who are in breach of laws, administrative regulations, the Articles of Association or resolutions of the Shareholders’ General Meetings;
To make enquiries on the conduct of Directors and senior management;
To demand rectification from the Directors and senior management where their conducts are detrimental to our Company’s interest;
To propose to convene an extraordinary Shareholders’ General Meeting, and where the Board fails to perform its duties to convene or preside over a Shareholders’ General Meeting as required under the Company Law and the Articles of Association, to convene and preside over the Shareholders’ General Meeting;
To engage an accounting firm with relevant securities business qualifications to conduct the audits on retiring or resigning senior management;
To propose motions of a Shareholders’ General Meeting;
To take legal actions against Directors and senior management in accordance with Article 152 of the Company Law;
To examine the financial information such as the financial reports and plans for distribution of profits to be submitted by the Board to the Shareholders’General Meetings, to conduct investigations whenever queries or unusual conditions in the operation of the Company arise and, if necessary, to engage professional institutions such as accounting firms or law firms to assist in their work with reasonable expenses to be borne by the Company;
To conduct investigations whenever unusual situations of operation, financial conditions and compliance of the Company arise and, if necessary, to engage professional institutions such as accounting firms or law firms to assist in their work with reasonable expenses to be borne by the Company; and
To exercise other powers as authorized by the Articles of Association or Shareholders’ General Meetings.