Xj Electric Co.Ltd(000400) rules of procedure of the board of directors (reviewed and revised by the first extraordinary general meeting of shareholders in 2022 on January 6, 2022)
general provisions
Article 1 in order to improve the corporate governance structure of the company, standardize the operation of the board of directors, improve the work efficiency of the board of directors and ensure the scientific decision-making of the board of directors, in accordance with the company law of the people’s Republic of China, other relevant laws, regulations and normative documents and the Xj Electric Co.Ltd(000400) articles of Association (hereinafter referred to as the “articles of association”), The rules of procedure of the Xj Electric Co.Ltd(000400) board of directors (hereinafter referred to as “the rules”) are hereby formulated.
Article 2 These rules are applicable to the regular and interim Board of directors of the company.
Article 3 the personnel attending the board of directors shall abide by the provisions of relevant laws, regulations, normative documents, the articles of association and these rules, and consciously maintain the order of the venue.
Chapter II functions and powers of the board of directors
Article 4 the board of directors shall be responsible to the general meeting of shareholders and exercise the following functions and powers:
(i) Be responsible for convening the general meeting of shareholders and reporting to the general meeting of shareholders;
（2） Implement the resolutions of the general meeting of shareholders;
（3） Decide on the company’s business plan and investment plan;
（4） Formulate the company’s annual financial budget plan and final account plan;
（5） Formulate the company’s profit distribution plan and loss recovery plan;
（6） Formulate the company’s plans for increasing or reducing registered capital, issuing bonds or other securities and listing;
（7） To formulate plans for the company’s major acquisition, acquisition of the company’s shares, merger, division, dissolution and change of company form;
（8） To decide on the company’s venture capital, asset mortgage and other guarantees within the scope authorized by the general meeting of shareholders;
（9） To decide on the acquisition of the company’s shares under the circumstances specified in items (3), (5) and (6) of Article 24 of the articles of Association;
（10） Decide on the establishment of the company’s internal management organization;
（11） Appoint or dismiss the company’s manager and Secretary of the board of directors; According to the nomination of the manager, appoint or dismiss the company’s deputy manager, financial director and other senior managers, and decide on their remuneration, rewards and punishments;
（12） Formulate the basic management system of the company;
（13） Formulate the amendment plan of the articles of Association;
（14） Manage the company’s information disclosure;
（15） Propose to the general meeting of shareholders to hire or replace the accounting firm audited by the company; （16） Listen to the work report of the company manager and check the manager’s work.
（17） Other functions and powers conferred by laws, regulations, the articles of association and the general meeting of shareholders.
Article 5 the board of directors has the following decision-making authority:
(i) Provide external guarantees beyond the scope of authority of the general meeting of shareholders in Article 42 of the articles of association, provided that such external guarantees shall be approved by more than two-thirds of the directors present at the board of directors;
（2） Decide to purchase and sell no more than 30% of the latest audited total assets of the company within one year;
（3） Make project investment or foreign investment with no more than 10% of the company’s latest audited net asset value;
（4） Without violating the provisions of the articles of association, the right to decide on a single external guarantee that does not exceed 10% of the company’s latest audited net assets.
The board of directors shall exercise the relevant functions and powers within the above authorities and perform the obligation of information disclosure in accordance with the requirements of the stock listing rules of Shenzhen Stock Exchange; If the above authority is exceeded, the board of directors shall make a resolution and submit it to the general meeting of shareholders for deliberation and approval before implementation.
Chapter III convening of board meeting
Article 6 the board of directors shall establish an audit committee and set up relevant special committees such as strategy, nomination, remuneration and assessment as needed. The special committee shall be responsible to the board of directors and perform its duties in accordance with the articles of association and the authorization of the board of directors. The proposal shall be submitted to the board of directors for deliberation and decision. The members of the special committee are all composed of directors, in which independent directors account for the majority of the audit committee, nomination committee and remuneration and assessment committee, and act as the convener. The convener of the audit committee is an accounting professional. The board of directors is responsible for formulating the working procedures of the special committees and standardizing the operation of the special committees.
Article 7 the regular meeting of the board of directors shall be held at least twice a year, which shall be convened by the chairman of the board of directors, and all directors and supervisors shall be notified in writing or by communication ten days before the meeting is held.
Article 8 to convene a regular meeting of the board of directors, all directors, supervisors and general manager of the company shall be notified in writing or by communication 10 days before the meeting is held.
Article 9 the meeting of the board of directors shall be convened and presided over by the chairman; If the chairman is unable or fails to perform his duties, the vice chairman shall convene and preside over the meeting; If the vice chairman is unable or fails to perform his duties, a director jointly recommended by more than half of the directors shall convene and preside over the meeting.
Article 10 under any of the following circumstances, the chairman shall convene and preside over the meeting of the board of directors within 10 days after receiving the proposal:
(i) When shareholders representing more than 1 / 10 of the voting rights propose;
（2） When more than 1 / 3 of the directors propose;
（3） When proposed by the board of supervisors;
（4） When the chairman considers it necessary;
（5） When proposed by the general manager;
（6） When shareholders who individually or jointly hold more than 3% of the company’s shares put forward an interim proposal for the general meeting of shareholders;
（7） Other circumstances stipulated in the articles of association.
Article 11 the notice of the board of directors convening an interim meeting of the board of directors shall be written notice or communication; The time limit for notification is two days before the interim board meeting. In case of special circumstances requiring the board of directors to make a resolution immediately, for the purpose of the interests of the company, the temporary board meeting may not be limited by the notice method and time limit in the preceding paragraph, but the convener of the meeting shall explain the reasons to the directors. The notice of convening an interim board meeting shall be delivered to all directors, supervisors and general manager of the company. Article 12 the Secretary of the board of directors shall designate a special person to be responsible for the notice of the company’s convening of the board of directors meeting. The notice of the board meeting shall include the following contents:
(i) Date and place of the meeting;
（2） Duration of the meeting;
（3） Causes and topics;
（4） Date of notification.
Article 13 the notice of the company’s meeting of the board of directors shall be sent by hand, mail (including express and e-mail), fax or communication. If the company’s notice is sent by a specially assigned person, the person to be served shall sign (or seal) on the service receipt, and the date signed by the person to be served shall be the date of service; If the company’s notice is sent by mail (not e-mail), the fifth working day from the date of delivery to the post office and express company shall be the date of delivery; If the company’s notice is sent by e-mail, the date on which the e-mail is sent shall be deemed as the date of service; If the meeting notice is sent by fax, the date of sending the fax shall be the date of service, and the date of sending the fax shall be subject to the report of the fax machine sending the fax.
Chapter IV voting of the board of directors
Article 14 the meeting of the board of directors shall be held only when more than half of the directors are present. Each director has one vote. The acquisition of shares of the company due to the circumstances specified in paragraph (9) of Article 4 of these Rules shall be subject to the resolution of the board meeting attended by more than two-thirds of the directors.
Supervisors may attend the meetings of the board of directors as nonvoting delegates; If the manager and the Secretary of the board of directors do not concurrently serve as directors, they shall attend the meetings of the board of directors as nonvoting delegates. If the chairman of the meeting deems it necessary, he may notify other relevant personnel to attend the meeting of the board of directors as nonvoting delegates.
Article 15 If a director is unable to attend for some reason, he may entrust other directors in writing to attend and exercise voting rights on his behalf, but a director shall not accept the entrustment of two or more directors to attend the meeting of the board of directors at the same time. Independent directors shall not entrust non independent directors to attend on their behalf, and non independent directors shall not accept the entrustment of independent directors.
If a director fails to attend the meeting of the board of directors or entrust a representative to attend, he shall be deemed to have waived his voting right at the meeting.
Article 16 the power of attorney of a director shall specify the name, agency matters, authority and validity period of the representative, and shall be signed or sealed by the principal. The power of attorney shall be submitted to the chairman of the meeting before the meeting.
Directors shall not entrust non directors to attend the board of directors on their behalf.
Article 17 after the meeting of the board of directors is held, the chairman of the meeting shall announce the number of people attending the meeting and the actual attendance and entrusted agency of directors.
Article 18 the resolutions of the board of directors shall be voted by the directors attending the meeting by open ballot. On the premise that the directors can fully express their opinions, the interim meeting of the board of directors can be held by means of communication voting and make resolutions, which shall be signed by the participating directors.
Article 19 the meeting of the board of directors shall consider the proposals one by one, and vote on each proposal separately. Each director has one vote.
Article 20 when the board of Directors considers related party transactions, the directors with related relationship shall apply orally or in writing to the chairman of the meeting for withdrawal and explain the reasons for withdrawal before the board of directors votes on the matters, and the directors who withdraw shall not be counted in the quorum.
Unless the affiliated directors disclose to the board of directors in accordance with the requirements of the preceding paragraph of this article, and the board of Directors approves the matter at the meeting where they are not included in the quorum and the director does not participate in the voting, the company has the right to cancel the contract, transaction or arrangement, except that the other party is a bona fide third party.
Article 21 If a director is associated with the enterprise involved in the resolution of the board of directors, he shall not exercise the voting right on the resolution, nor shall he exercise the voting right on behalf of other directors. The meeting of the board of directors can be held only if more than half of the unrelated directors are present. If the number of the board of directors is less than 3 after the withdrawal of the related directors, the related transaction shall be submitted to the general meeting of shareholders for deliberation.
Article 22 when the board of directors makes resolutions on issues related to the vital interests of employees such as wages, housing, welfare and labor insurance, it shall listen to the opinions of the company’s trade union and employees in advance. The board of directors shall listen to the opinions and suggestions of the company’s trade union and employees when studying and deciding on major issues of production and operation and formulating important rules and regulations.
Article 23 the meeting of the board of directors shall form a resolution on the matters to be considered. Except for the external guarantee of the company, the resolution of the board of directors on each proposal must be adopted by more than half of all directors. A resolution on the company’s external guarantee at the meeting of the board of directors must be adopted by two-thirds of all directors.
Article 24 the directors shall be responsible for the resolutions of the board of directors. If the resolution of the board of directors violates laws, regulations or the articles of association, resulting in losses to the company, the directors participating in the resolution shall be jointly and severally liable for compensation to the company. Unless it is proved that an objection was expressed during the voting and recorded in the minutes of the meeting.
Chapter V minutes of board meetings
Article 25 there shall be minutes of the meeting of the board of directors, and the Secretary of the board of directors shall be responsible for appointing the recorder.
Article 26 the directors attending the meeting and the recorder shall sign the minutes of the meeting. The meeting minutes shall record the following contents:
(i) The time and place of the meeting and the name of the convener;
（2） The names of the directors present and the directors (agents) entrusted to attend the board of directors and those attending the meeting as nonvoting delegates;
（3） Agenda of the meeting;
（4） Key points of directors’ speech;
（5） Voting method and result of each resolution.
Directors present at the meeting have the right to request that their speeches at the meeting be recorded in the minutes.
Article 27 the minutes of the meeting of the board of directors and the signature book of the directors attending the meeting shall be kept by the Secretary of the board of directors as the company’s archives. The minutes of the board meeting shall be kept for ten years.
Chapter VI filing and announcement of resolutions of board meetings
Article 28 within two working days after the meeting of the board of directors of the company, the resolution of the meeting shall be submitted to Shenzhen stock exchange for filing or announcement.
Article 29 the Secretary of the board of directors shall be responsible for the matters to be voted by the general meeting of shareholders and other matters to be announced in accordance with the stock listing rules of Shenzhen Stock Exchange. Prior to the disclosure of the resolution announcement, the attending directors, non voting participants, records and service personnel shall be obliged to keep the contents of the resolution confidential.
Chapter VII supplementary provisions
Article 30 matters not covered in these Rules shall be implemented in accordance with relevant national laws, regulations and the articles of association.
Article 31 these Rules shall come into force after being deliberated and adopted by the general meeting of shareholders.
Article 32 the terms “above” and “within” in these rules include this number; “Guo” does not include this number.
Article 33 the board of directors of the company shall be responsible for the interpretation of these rules.
