Securities code: Xinjiang Beiken Energy Engineering Co.Ltd(002828) securities abbreviation: Xinjiang Beiken Energy Engineering Co.Ltd(002828) Announcement No.: 2022044 Xinjiang Beiken Energy Engineering Co.Ltd(002828)
Announcement on Amending the implementation rules of special committees of the board of directors
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Xinjiang Beiken Energy Engineering Co.Ltd(002828) (hereinafter referred to as “the company”) deliberated and adopted the proposal on Amending the implementation rules of the special committee of the board of directors at the first meeting of the Fifth Board of directors held on May 23, 2022.
In accordance with the securities law of the people’s Republic of China, the stock listing rules of Shenzhen Stock Exchange, the guidelines for the governance of listed companies and other laws, regulations and normative documents, and in combination with the actual situation of the company, the detailed rules for the implementation of the special committee of the board of directors have been revised. The revised comparison table is as follows:
No. original clause revised clause
The personnel composition of each professional committee shall be determined by the board of directors of the company, including the strategy and the board of directors of the company. The chairman of the company shall be the chairman of the strategy and investment 1 Investment Committee, and the chairman of the company shall be the chairman of the Committee, In other professional committees, independent directors account for the majority and serve as the chairman of the Committee. Serve as chairman.
Implementation rules of strategy and Investment Committee
Article 3 strategy and Investment Committee Article 3 the strategy and Investment Committee is composed of two members, which are composed of three to five directors, including four directors, including at least two to three independent directors. Including two independent directors.
Article 7 strategy and Investment Committee
There is an investment review team under the company, and the general manager of the company sets up an investment review team.
3. Act as the leader of the investment review team and set up a deputy
1-2 team leaders.
Article 8 strategy and Investment Committee Article 8 main responsibilities and authorities of strategy and Investment Committee: main responsibilities and authorities:
(I) study and review the company’s long-term development strategy planning and put forward strategic planning, study, review and put forward suggestions; Recommendations; (II) study, review and put forward suggestions on the major investment plans, major capital operation, asset operation financing plans, major capital operation and asset projects that are required to be approved by the board of directors in accordance with regulation 4 (II) of the articles of Association;
Conduct research on business projects, external guarantees, etc
Investigate, review and make suggestions;
Article 10 the investment review group shall be responsible for supporting the work of the strategy and Investment Committee of the board of directors
The preparatory work for decision-making is for the board of directors. The investment review team is composed of industry experts, financial strategy and Investment Committee strategic research experts, legal experts and other professionals to provide support for investment and Financing Review and decision-making. The main can be selected from the internal department of the company according to the specific situation, including: or external employment.
(I) assist the Strategic Investment Committee of the board of directors to be responsible for the proposal work of the strategic committee, collect and sort out the relevant work of the national macroeconomic Committee, assist the strategic committee to carry out relevant work, and provide the company’s strategic planning, major investment and financing 5 information and relevant materials in coordination with the development trend of the same industry in China and abroad; Information on capital, capital operation and other relevant aspects. (II) by relevant departments of the company
Or the person in charge of a holding (participating) enterprise
Report major investment and financing, capital operation and capital
Detailed construction of production and operation projects and external guarantee
Proposal and preliminary feasibility study report
And the basic information of the partners;
(III) investment projects in the company
Conduct research, organize review and evaluation of relevant
Project feasibility report, collect project information,
Supervise project implementation.
(IV) Investment Review Group
Conduct review and put forward written review opinions and suggestions
And report to the strategy and Investment Committee of the board of directors
meeting.
Article 12 strategy and Investment Committee Article 12 the strategy and Investment Committee will make investment according to the company’s strategic development and project investment needs
If necessary, the meeting can be held irregularly every year. If necessary, the meeting can be held irregularly every year. Each meeting shall be held 6 days before the meeting. The meeting shall be notified to all members 3 days and 7 days before the meeting. The meeting shall be notified to all members by the chairman, presided over by the chairman and presided over by the members, If the chairman is unable to attend, he may entrust other members (independent directors) to preside over the meeting. Presided over by the director (independent director).
Article 15 Investment Review Group Article 15 if necessary, the strategy director and deputy team leader can attend the meeting as nonvoting delegates. The strategy and investment committee can convene seven member meetings related to the meeting proposal. If necessary, other personnel of the company can also be invited to attend the meeting as nonvoting delegates, introduce the situation or send opinions to directors, supervisors and other senior managers, but non members of the strategy committee can attend the meeting as nonvoting delegates. The motion has no right to vote.
Implementation rules of the audit committee
Article 3 the members of the audit committee are composed of three to five directors, with independent directors accounting for, independent directors accounting for the majority and 8 members. There is at least one independent director among the members, and at least one independent director among them is a professional accountant. Planning people.
Article 7 the audit committee has an audit working group as its daily working body and a responsible working group as its daily working body, which is responsible for daily 9 responsibilities, daily work liaison, meeting organization and other work liaison and meeting organization. Audit work. The leader of the audit working group shall be the head of the company’s audit working group and the head of the company’s internal audit department. The audit working group is in charge of the audit. The audit working group is authorized by the audit committee
Exercise the internal audit power within the scope authorized by the planning committee, exercise the internal audit supervision power within the scope, inspect the accounting accounts according to the law and the accounting accounts and their related assets according to the planning supervision power, supervise and evaluate the authenticity, legality and effectiveness of the financial revenue and expenditure, the authenticity, legality and effectiveness of the financial revenue and expenditure, supervise and evaluate the capital operation, capital operation Asset utilization, asset utilization and other financial operations are analyzed and evaluated by other financial operations.
Price.
Article 8 main responsibilities and authorities of the Audit Committee: responsibilities and authorities:
(I) propose to hire or replace external auditors (I) supervise and evaluate external auditors and audit institutions; Propose to hire or replace the external audit institution; (II) supervise the company’s internal audit
System and its implementation; (II) supervise and evaluate the internal auditor (III) be responsible for the work of internal audit and external audit, and the communication between internal audit and external audit; Communication;
(IV) review the company’s annual financial report (III) review the company’s regular financial reports, reports, other financial information and their disclosure; Other financial information and its disclosure;
(V) review the company’s internal control system, (IV) supervise and evaluate the company’s internal audit of major related party transactions; Control;
(VI) authorized by the board of directors to (V) be responsible for laws, regulations and other matters of the company. Cheng and other matters authorized by the board of directors.
Article 12 meeting of the audit committee Article 12 the meeting of the audit committee is divided into regular meeting and interim meeting. The regular meeting is regular meeting and interim meeting every year. The regular meeting shall be held at least 4 times a year and once a quarter; Held 4 times, once a quarter; The interim meeting shall be proposed by the members of the audit committee, and the meeting shall be proposed by the members of the audit committee. Hold. The whole meeting shall be notified 7 days before the meeting, and all members and sports members shall be notified 3 days before the meeting. The meeting shall be presided over by the chairman, and the meeting shall be presided over by the chairman. If the chairman is absent, the chairman can entrust other members (independent directors) to attend
Chaired by the committee member (independent director). Presiding.
Implementation rules of the nomination committee
Article 3 the members of the nomination committee are composed of three to five directors, with independent directors accounting for, and independent directors accounting for the majority. most.
Article 8 the nomination committee shall be responsible to the board of directors. The proposals of the committee shall be submitted to the board of directors, and the proposals of the committee shall be submitted to the board of directors for deliberation and decision; Major shareholders or the merger will be deliberated and decided by the board of directors.
Shareholders with more than 10% of the company’s shares shall be fully paid
thirteen
The sub committee respects the recommendations of the nomination committee in none
With good reason or reliable evidence,
Unable to propose alternative directors and managers
Choose.
Article 11 the nomination committee shall hold at least one meeting every year. In case of the change of the board of directors, the nomination committee may hold one meeting at least once a year. In case of the election of the board of directors or the need to add directors and senior managers, it may be elected by the Nomination Committee. In case of the need to add directors and senior managers, it may be proposed by the director of the nomination committee to hold an interim meeting, The meeting shall be held at the time of the meeting, and all members shall be notified 3 days before the meeting and 7 days before the meeting. The meeting shall be presided over by the chairman, who shall preside over the meeting. If the chairman is unable to attend, the chairman may entrust other members to preside over the meeting. If the chairman is unable to attend, he may entrust other members (independent directors) to preside over the meeting.
host.
Implementation rules of salary and assessment committee
Article 2 remuneration and assessment committee Article 2 the remuneration and assessment committee is a special working organization established by the board of directors in accordance with the resolution of the general meeting of shareholders. It is mainly responsible for formulating the working organization of the Department, formulating the assessment standards for the directors and managers of the company, and the remuneration and assessment Party of senior managers and conducting assessment; Be responsible for formulating, reviewing and implementing public cases. Remuneration and assessment committee
The remuneration policies of directors and managers of the company shall be responsible to the board of directors.
Plan and be responsible to the board of directors.
Article 3 the term “director” as mentioned in the detailed rules refers to the director and deputy director who receive remuneration in the company, the senior management director and director who receive remuneration in the company, and the manager refers to the managing personnel of the board of directors, which refers to the president and Deputy 16 appointed general manager, executive deputy general manager, President, chief engineer, safety director, deputy general manager of finance, chief engineer The chief financial officer, the chief financial officer, the Secretary of the board of directors, the Secretary of the board of directors recognized by the board of directors and other senior managers proposed by the general manager.
Other senior managers recognized by the board of directors.
Article 4 remuneration and assessment committee Article 4 the remuneration and assessment committee is composed of 17 members, consisting of three to five directors, and the independent member consists of three directors, with more independent directors and the majority of directors. Count.
Article 9 salary and assessment committee Article 9 main responsibilities and authorities of salary and assessment committee: main responsibilities and authorities:
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