Xj Electric Co.Ltd(000400) rules of procedure of the general meeting of shareholders (reviewed and revised by the company’s first extraordinary general meeting of shareholders in 2022 on January 6, 2022)
general provisions
Article 1 in order to standardize the operation of Xj Electric Co.Ltd(000400) (hereinafter referred to as “the company”), establish a perfect corporate governance structure, ensure the scientific and democratic decision-making of the general meeting of shareholders, and fully protect the legitimate rights and interests of shareholders, in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the rules of the general meeting of shareholders of listed companies of China Securities Regulatory Commission and other laws These rules of procedure are hereby formulated by laws, regulations, normative documents and the Xj Electric Co.Ltd(000400) articles of Association (hereinafter referred to as the “articles of association”).
Article 2 the company shall hold the general meeting of shareholders in strict accordance with the relevant provisions of laws, administrative regulations, rules for the general meeting of shareholders of listed companies and the articles of association to ensure that shareholders can exercise their rights according to law.
The board of directors of the company shall earnestly perform its duties and seriously and timely organize the general meeting of shareholders. All directors of the company shall be diligent and responsible to ensure the normal convening of the general meeting of shareholders and exercise their functions and powers according to law.
Article 3 the general meeting of shareholders is the highest authority of the company, and the members of the general meeting of shareholders are shareholders who legally hold the company’s shares.
The general meeting of shareholders shall exercise its functions and powers within the scope specified in the company law and the articles of association.
Chapter II functions and powers of the general meeting of shareholders
Article 4 the general meeting of shareholders shall exercise the following functions and powers according to law:
(i) Determine the company’s business policy and investment plan;
（2） Elect and replace directors and supervisors who are not staff representatives, and decide on matters related to the remuneration of directors and supervisors;
（3） Review and approve the reports of the board of directors and the board of supervisors;
（4） Review and approve the company’s annual financial budget plan and final account plan;
（5） Review and approve the company’s profit distribution plan and loss recovery plan;
（6） Make resolutions on the increase or decrease of the company’s registered capital;
（7） Make resolutions on the issuance of corporate bonds;
（8） Make resolutions on the merger, division, dissolution, liquidation or change of corporate form of the company; （9） Amend the articles of Association;
（10） Make resolutions on the employment and dismissal of accounting firms by the company;
（11） Review and approve the guarantee matters specified in Article 5;
（12） To review the purchase and sale of major assets by the company within one year that exceed 30% of the company’s latest audited total assets;
（13） Review and approve the change of the purpose of the raised funds;
（14） Review the equity incentive plan;
（15） Consider other matters that shall be decided by the general meeting of shareholders as stipulated by laws, administrative regulations, departmental rules or the articles of association of the company.
Article 5 the following external guarantees shall be examined and approved by the shareholders’ meeting:
(i) Any external guarantee provided by the company and its holding subsidiaries after the total amount of external guarantee of the company and its holding subsidiaries reaches or exceeds 50% of the latest audited net assets; （2） Any guarantee provided after the company’s total external guarantee reaches or exceeds 30% of the latest audited total assets;
（3） The guarantee provided by the company and its holding subsidiaries for the guarantee object with an asset liability ratio of more than 70%;
（4） The single guarantee amount of the company and its holding subsidiaries exceeds 10% of the latest audited net assets;
（5） Guarantee provided to shareholders, actual controllers and their related parties.
The above “external guarantee” refers to the guarantee provided by the company for others, including the guarantee of the company to its holding subsidiaries. “Total external guarantees of the company and its holding subsidiaries” refers to the sum of the total external guarantees of the company including the guarantees of the company to its holding subsidiaries and the total external guarantees of the company’s holding subsidiaries.
Chapter III convening of the general meeting of shareholders
Section I General Provisions
Article 6 the general meeting of shareholders is divided into annual general meeting and extraordinary general meeting. The annual general meeting of shareholders shall be held once a year and shall be held within six months after the end of the previous fiscal year. Under any of the following circumstances, the company shall convene an extraordinary general meeting of shareholders within two months from the date of occurrence:
(i) The number of directors is less than two-thirds of the number specified in the company law or the articles of Association;
（2） When the company’s outstanding losses reach one-third of the total paid in share capital;
（3） When the shareholders who individually or jointly hold more than 10% of the company’s shares request in writing (the number of shares held shall be calculated according to the date of the shareholders’ written request);
（4） When the board of directors deems it necessary;
（5） When the board of supervisors proposes to hold a meeting;
（6） Other circumstances stipulated by laws, administrative regulations, departmental rules or the articles of association. If the company is unable to convene the general meeting of shareholders within the above-mentioned time limit, it shall report to the dispatched office of the CSRC where the company is located and the Shenzhen stock exchange where the company’s shares are listed and traded (hereinafter referred to as the “Stock Exchange”), explain the reasons and make an announcement.
Article 7 the general meeting of shareholders shall be convened by the board of directors of the company; If the board of directors is unable or fails to perform the duty of convening the general meeting of shareholders, the board of supervisors shall convene and preside over the meeting in a timely manner as required; If the board of supervisors fails to convene and preside over the meeting in accordance with the provisions, shareholders who individually or jointly hold more than 10% of the company’s shares for more than 90 consecutive days may convene and preside over the meeting on their own in accordance with the provisions.
Article 8 when convening the general meeting of shareholders, the company shall hire a lawyer to give legal opinions on the following issues and make a public announcement:
(i) Whether the convening and convening procedures of the meeting comply with the provisions of laws, administrative regulations, these rules and the articles of Association;
（2） Whether the qualifications of the participants and the convener are legal and valid;
（3） Whether the voting procedures and results of the meeting are legal and valid;
（4） Legal opinions on other relevant issues at the request of the company.
Section 2 convening of extraordinary general meeting of shareholders
Article 9 independent directors have the right to propose to the board of directors to convene an extraordinary general meeting of shareholders. For the proposal of independent directors to convene an extraordinary general meeting, the board of directors shall, in accordance with the provisions of laws, administrative regulations and the articles of association, give written feedback on whether to agree or disagree to convene an extraordinary general meeting within 10 days after receiving the proposal.
If the board of directors agrees to convene an extraordinary general meeting of shareholders, it shall issue a notice of convening the general meeting of shareholders within 5 days after the resolution of the board of directors is made; If the board of directors does not agree to convene an extraordinary general meeting of shareholders, it shall explain the reasons and make a public announcement.
Article 10 the board of supervisors has the right to propose to the board of directors to convene an extraordinary general meeting of shareholders, which shall be submitted to the board of directors in writing. The board of directors shall, in accordance with the provisions of laws, administrative regulations and the articles of association, give written feedback on whether it agrees or disagrees to convene the extraordinary general meeting of shareholders within 10 days after receiving the proposal.
If the board of directors agrees to convene an extraordinary general meeting of shareholders, it shall issue a notice of convening the general meeting of shareholders within 5 days after the resolution of the board of directors is made. Any change to the original proposal in the notice shall be approved by the board of supervisors.
If the board of directors disagrees with the convening of the extraordinary general meeting of shareholders, or fails to give written feedback within 10 days after receiving the proposal, it shall be deemed that the board of directors is unable to perform or fails to perform its duties of convening the general meeting of shareholders, and the board of supervisors may convene and preside over it by itself.
Article 11 shareholders who individually or jointly hold more than 10% of the company’s shares have the right to request the board of directors to convene an extraordinary general meeting of shareholders, and shall submit it to the board of directors in writing. The board of directors shall, in accordance with the provisions of laws, administrative regulations and the articles of association, give written feedback on whether it agrees or disagrees to convene the extraordinary general meeting of shareholders within 10 days after receiving the request.
If the board of directors agrees to convene an extraordinary general meeting of shareholders, it shall issue a notice of convening the general meeting of shareholders within 5 days after the resolution of the board of directors is made. Any change to the original request in the notice shall be approved by the relevant shareholders.
If the board of directors does not agree to convene an extraordinary general meeting of shareholders, or fails to give feedback within 10 days after receiving the request, the shareholders individually or jointly holding more than 10% of the company’s shares have the right to propose to the board of supervisors to convene an extraordinary general meeting of shareholders, and shall submit a request to the board of supervisors in writing.
If the board of supervisors agrees to convene an extraordinary general meeting of shareholders, it shall issue a notice of convening the general meeting of shareholders within 5 days after receiving the request. Any change to the original request in the notice shall be approved by the relevant shareholders. If the board of supervisors fails to issue the notice of the general meeting of shareholders within the specified time limit, it shall be deemed that the board of supervisors does not convene and preside over the general meeting of shareholders. Shareholders who individually or jointly hold more than 10% of the shares of the company for more than 90 consecutive days may convene and preside over the general meeting by themselves.
Article 12 Where the board of supervisors or shareholders decide to convene the general meeting of shareholders on their own, they shall notify the board of directors in writing and report to the dispatched office of the CSRC and the stock exchange where the company is located for the record. Before the announcement of the resolution of the general meeting of shareholders, the shareholding ratio of the convening shareholders shall not be less than 10%. The board of supervisors and the convening shareholders shall submit relevant supporting materials to the dispatched office of the CSRC and the stock exchange where the company is located when issuing the notice of the general meeting of shareholders and the announcement of the resolution of the general meeting of shareholders.
Article 13 the board of directors and the Secretary of the board of directors shall cooperate with the general meeting of shareholders convened by the board of supervisors or shareholders. The board of directors shall provide the register of shareholders on the date of equity registration. If the board of directors fails to provide the register of shareholders, the convener may apply to the securities registration and clearing institution for acquisition by holding the relevant announcement of the notice of convening the general meeting of shareholders. The register of shareholders obtained by the convener shall not be used for any purpose other than convening the general meeting of shareholders.
Article 14 the expenses necessary for the shareholders’ meeting convened by the board of supervisors or shareholders shall be borne by the listed company.
Chapter IV proposal and notice of shareholders’ meeting
Article 15 the contents of the proposals of the general meeting of shareholders shall fall within the scope of functions and powers of the general meeting of shareholders, have clear topics and specific resolutions, and comply with the relevant provisions of laws, administrative regulations and the articles of association.
Article 16 shareholders who individually or jointly hold more than 3% of the company’s shares may put forward interim proposals and submit them to the convener in writing 10 days before the shareholders’ meeting. The convener shall issue a supplementary notice of the general meeting of shareholders within 2 days after receiving the proposal and announce the contents of the interim proposal.
In addition to the provisions of the preceding paragraph, the convener shall not modify the proposals listed in the notice of the general meeting of shareholders or add new proposals after issuing the notice of the general meeting of shareholders.
Where a shareholder puts forward an interim proposal, it shall provide the convener with documents certifying that it holds more than 3% of the shares of the company. Where the shareholders jointly submit a proposal through entrustment, the entrusting shareholder shall issue a written authorization document to the entrusted shareholder. The shareholder who proposes an interim proposal or its authorized agent shall deliver the proposal letter, power of attorney, valid certificates indicating the identity of shareholders and other relevant documents to the convener within the specified time limit.
For proposals that are not listed in the notice of the general meeting of shareholders or do not comply with the provisions of Article 15 of these rules, the general meeting of shareholders shall not vote and make resolutions.
Article 17 the convener shall notify all shareholders by public announcement 20 days before the annual general meeting (excluding the date of the meeting, the same below), and the extraordinary general meeting shall notify all shareholders by public announcement 15 days before the meeting.
Article 18 the notice of the general meeting of shareholders shall include the following contents:
(i) Time, place and duration of the meeting;
（2） Matters and proposals submitted to the meeting for consideration;
（3） Explain in obvious words: all shareholders have the right to attend the general meeting of shareholders, and can entrust an agent in writing to attend the meeting and vote. The shareholder agent does not need to be a shareholder of the company;
（4） The date of equity registration of shareholders entitled to attend the general meeting of shareholders;
（5） Name and telephone number of permanent contact for conference affairs.
Article 19 the notice and supplementary notice of the general meeting of shareholders shall fully and completely disclose the specific contents of all proposals and all materials or explanations required to enable the shareholders to make a reasonable judgment on the matters to be discussed. If the matters to be discussed need the opinions of independent directors, the opinions and reasons of independent directors shall be disclosed at the same time when the notice or supplementary notice of the general meeting of shareholders is issued.
Article 20 if the general meeting of shareholders adopts network or other means, the voting time and voting procedures of network or other means shall be clearly stated in the notice of the general meeting of shareholders.
Article 21 Where the general meeting of shareholders intends to discuss the election of directors and supervisors, the notice of the general meeting of shareholders shall fully disclose the detailed information of the candidates for directors and supervisors, including at least the following contents: (I) personal information such as educational background, work experience and part-time job;
（2） Whether there is an associated relationship with the listed company or its controlling shareholders and actual controllers; （3） Disclose the number of shares held by the listed company;
（4） Whether they have been punished by the CSRC and other relevant departments and the stock exchange.
In addition to adopting the cumulative voting system to elect directors and supervisors, each candidate for directors and supervisors shall submit a single proposal.
Article 22 the notice of the shareholders’ meeting shall specify the time and place of the meeting and determine the equity registration date. The interval between the date of equity registration and the date of the meeting shall not be more than 7 working days. Once the equity registration date is confirmed, it shall not be changed.
Article 23 after the notice of the general meeting of shareholders is issued, the general meeting of shareholders shall not be postponed or cancelled without justified reasons, and the proposals listed in the notice of the general meeting of shareholders shall not be cancelled. In case of delay or cancellation, the convener shall make an announcement and explain the reasons at least 2 working days before the originally scheduled date.
Chapter V convening of the general meeting of shareholders
Article 24 the company shall convene the general meeting of shareholders at its domicile or at the place specified in the articles of association. The general meeting of shareholders shall be held in the form of on-site meeting. The company will also provide online voting to facilitate shareholders’ participation in the general meeting of shareholders. If a shareholder attends the general meeting of shareholders in the above ways, he shall be deemed to be present.
Shareholders may attend the shareholders’ meeting in person and exercise their voting rights, or entrust others to attend and exercise their voting rights within the scope of authorization.
Article 25 the board of directors and other conveners of the company will take necessary measures to ensure the normal order of the general meeting of shareholders. Measures will be taken to stop the acts of interfering with the general meeting of shareholders, making trouble and infringing upon the legitimate rights and interests of shareholders, and timely report to relevant departments for investigation and punishment.
Article 26 all shareholders or their agents registered on the equity registration date shall have the right to attend the general meeting of shareholders and exercise their voting rights in accordance with relevant laws, regulations and the articles of association. The company and the convener shall not refuse for any reason.
Article 27 If an individual shareholder attends the meeting in person, he / she shall present his / her ID card or other valid certificates or certificates that can indicate his / her identity and stock account card; If an agent is entrusted to attend the meeting, he / she shall show his / her valid ID card and the power of attorney of the shareholder.
The legal person shareholder shall have the legal representative or the agent entrusted by the legal representative
