Xj Electric Co.Ltd(000400) rules of procedure of the board of supervisors
(reviewed and revised by the company’s first extraordinary general meeting in 2022 on January 6, 2022) Chapter I General Provisions
Article 1 in order to improve the corporate governance structure and standardize the work behavior and work of the board of supervisors of the company
In accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), other relevant laws, regulations and normative documents, as well as the Xj Electric Co.Ltd(000400) articles of Association (hereinafter referred to as the “articles of association”), the board of supervisors shall exercise its functions and powers and perform its duties in accordance with the law, The rules of procedure of the Xj Electric Co.Ltd(000400) board of supervisors (hereinafter referred to as “the rules”) are hereby formulated.
Article 2 the personnel attending the board of supervisors shall abide by relevant laws, administrative regulations and departments
Consciously maintain the order of the venue in accordance with the provisions of the rules, the articles of association and these rules.
Chapter II functions and powers of the board of supervisors
Article 3 the company has a board of supervisors, which is responsible for the company’s business activities and the operation of directors and managers
Supervise management behavior.
Article 4 the board of supervisors shall be responsible to the general meeting of shareholders.
Article 5 the board of supervisors shall exercise the following functions and powers:
(i) It shall review the company’s periodic reports prepared by the board of directors and put forward written review opinions;
（2） Check the company’s finance;
（3） Supervise the acts of directors and senior managers in performing their duties of the company, and put forward suggestions on the removal of directors and senior managers who violate laws, administrative regulations, the articles of association or the resolutions of the general meeting of shareholders;
（4） Require the directors and senior managers to correct when their acts harm the interests of the company;
（5） Propose to convene an extraordinary general meeting of shareholders and convene and preside over the general meeting of shareholders when the board of directors fails to perform its duties of convening and presiding over the general meeting of shareholders as stipulated in the company law;
（6） Put forward proposals to the general meeting of shareholders;
（7） Bring a lawsuit against the directors and senior managers in accordance with Article 151 of the company law;
（8） If it is found that the operation of the company is abnormal, it can be investigated; When necessary, professional institutions such as accounting firms and law firms can be hired to assist them, and the expenses shall be borne by the company.
Article 6 the board of supervisors shall maintain communication with directors, managers and shareholders.
Chapter III notice of the meeting of the board of supervisors
Article 7 when convening a meeting of the board of supervisors, all supervisors shall be notified in writing or by communication 10 days before the meeting. The supervisor may propose to convene an interim meeting of the board of supervisors, and the notice of the meeting shall be sent to all supervisors in writing two days before the meeting is held.
Article 8 the notice of the meeting of the board of supervisors shall include the following contents:
(i) Date and place of the meeting;
（2） Duration of the meeting;
（3） Causes and topics of the meeting;
（4） Date of notification.
Article 9 the company’s notice of convening the meeting of the board of supervisors shall be issued by the Secretary of the board of directors with the assistance of the chairman of the board of supervisors.
Article 10 the notice of convening the meeting of the board of supervisors shall be sent by special person, 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, the 5th working day from the date of delivery to the post office shall be the date of delivery; 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 convening and voting of the board of supervisors
Article 11 the board of supervisors shall hold a meeting at least once every six months.
Article 12 the supervisor may propose to convene an interim meeting of the board of supervisors.
Article 13 when the supervisor proposes to convene an interim meeting of the board of supervisors, he shall submit a proposal to the chairman of the board of supervisors
When submitting a written proposal, the chairman of the board of supervisors shall convene and preside over the meeting of the board of supervisors within 10 days after receiving the proposal.
Article 14 the chairman of the board of supervisors shall convene and preside over the meetings of the board of supervisors; The chairman of the board of supervisors cannot
If they perform or fail to perform their duties, a supervisor jointly elected by more than half of the supervisors shall convene and preside over the meeting of the board of supervisors.
Article 15 the meeting of the board of supervisors shall be held only when more than half of the supervisors are present. Each supervisor has one vote.
Article 16 If a supervisor is unable to attend for some reason, he may entrust other supervisors in writing to act on his behalf
A supervisor shall not be entrusted by two or more supervisors to attend the meeting of the board of supervisors at the same time.
Article 17 the power of attorney of the supervisor shall specify the name, agency matters and power of attorney of the representative
And validity period, and signed or sealed by the client. The power of attorney shall be submitted to the chairman of the meeting before the meeting. A supervisor shall not entrust a person who is not a supervisor of the company to attend the board of supervisors on his behalf.
Article 18 after the meeting of the board of supervisors is held, the chairman of the meeting shall announce to attend the meeting
The number of supervisors and the actual attendance and entrusted agency of supervisors.
Article 19 the supervisors participating in the meeting shall fully express their opinions on the matters discussed and vote
Be clear and vote on the contents of the resolutions to be made at the meeting item by item. Voting shall be conducted by open ballot.
Article 20 when the board of supervisors makes a resolution on the matters under consideration, it must be approved by all supervisors
It shall be adopted by more than half of the supervisors and signed by the supervisors attending the meeting.
Chapter V minutes of the meeting of the board of supervisors
Holder designation.
Article 22 the minutes of the meeting of the board of supervisors shall record the following contents:
(i) The time and place of the meeting and the name of the convener;
（2） The names of the supervisors attending the meeting and the names of the supervisors (agents) entrusted to attend the board of supervisors and those attending the meeting as nonvoting delegates;
（3） Agenda of the meeting;
（4） Key points of supervisors’ speech;
（5） Voting methods and results of resolutions, etc.
Article 23 the supervisors and recorder attending the meeting shall sign on the meeting minutes. Supervisors present at the meeting have the right to require explanatory records of their speeches at the meeting on the minutes.
Article 24 the minutes of the meeting of the board of supervisors and the signature book of the supervisors attending the meeting shall be regarded as public records
The company’s archives shall be kept by the Secretary of the board of directors. The minutes of the meetings of the board of supervisors shall be kept for ten years.
Chapter VI filing and announcement of resolutions of the board of supervisors
Article 25 the board of supervisors of the company shall, within two working days after the conclusion of the meeting, make a resolution at the meeting
The proposal shall be submitted to Shenzhen stock exchange for filing, and the Secretary of the board of directors shall be responsible for the announcement after being reviewed by Shenzhen Stock Exchange.
Chapter VII supplementary provisions
Article 26 matters not covered in these Rules shall be handled in accordance with relevant national laws, regulations and rules
The articles of association shall be implemented.
Article 27 these Rules shall come into force after being deliberated and adopted by the general meeting of shareholders.
Article 28 “above” and “within” mentioned in these rules include this number; “Guo” does not include this
Number.
Article 29 the revision of these Rules shall be decided by the general meeting of shareholders and authorized by the general meeting of shareholders
The board of supervisors shall prepare a revised draft, which shall take effect after being approved by the general meeting of shareholders.
Article 30 the board of supervisors shall be responsible for the interpretation of these rules.
