Xinjiang Beiken Energy Engineering Co.Ltd(002828)
Implemented by the special committee of the board of directors
(approved at the first meeting of the 5th board of directors on May 23, 2022)
In order to standardize the decision-making procedures of Xinjiang Xinjiang Beiken Energy Engineering Co.Ltd(002828) Engineering Co., Ltd. (hereinafter referred to as “the company”) and improve the scientificity of the decision-making of the board of directors, with reference to the requirements of the governance standards for listed companies of China Securities Regulatory Commission, the board of directors of the company has four professional committees: the strategy and Investment Committee of the board of directors, the audit committee of the board of directors, the nomination committee of the board of directors and the remuneration and assessment committee of the board of directors. The composition of each professional committee is determined by the board of directors of the company. The chairman of the strategy and Investment Committee is the chairman of the company, and the independent directors account for the majority and serve as the chairman of other professional committees.
Xinjiang Beiken Energy Engineering Co.Ltd(002828)
Implementation rules of the strategy and Investment Committee of the board of directors
Chapter I General Provisions
Article 1 in order to improve the corporate governance structure and meet the needs of the company’s strategic development, improve the company’s investment decision-making procedures, improve the scientificity of the investment decision-making of the board of directors, improve the efficiency and level of the strategic management and investment decision-making of the board of directors, and enhance the core competitiveness of the company, according to the company law of the people’s Republic of China (hereinafter referred to as the company law) The Xinjiang Beiken Energy Engineering Co.Ltd(002828) articles of Association (hereinafter referred to as the articles of association) and with reference to the governance standards for listed companies and other relevant provisions, the company establishes the strategy and Investment Committee of the board of directors and formulates these implementation rules.
Article 2 the strategy and Investment Committee of the board of directors is a special working organization established by the board of directors in accordance with the resolution of the general meeting of shareholders, which is mainly responsible for studying and making suggestions on the company’s long-term development strategy and major investment decisions.
Chapter II personnel composition
Article 3 the members of the strategy and Investment Committee shall be composed of four directors, including at least two independent directors.
Article 4 the members of the strategy and Investment Committee shall be nominated by the chairman, more than half of the independent directors or one-third of all the directors, and elected by the board of directors.
Article 5 the strategy and Investment Committee shall have a chairman (convener), who is suggested to be the chairman of the company.
Article 6 The term of office of the strategy and Investment Committee is the same as that of the board of directors. Upon expiration of the term of office, the members can be re elected. If a member changes his job or resigns from his position as a director of the company during the period, the qualification of the member will automatically disappear, and the committee will make up the number of members by election in accordance with the provisions of Articles 3 to 5 above.
Article 7 the strategy and Investment Committee shall set up an investment review team.
Chapter III responsibilities and authorities
Article 8 main responsibilities and authorities of the strategy and Investment Committee:
(I) study, review and put forward suggestions on the company’s long-term development strategic plan;
(II) study, review and put forward suggestions on major investment and financing plans, major capital operation and asset management projects that must be approved by the board of directors according to the articles of Association;
(III) study, review and put forward suggestions on other major issues affecting the development of the company; (IV) check the implementation of the above matters;
(V) other matters authorized by the board of directors.
Article 9 the strategy and Investment Committee shall be responsible to the board of directors, and the proposal of the committee shall be submitted to the board of directors for deliberation and decision.
Chapter IV decision making procedures
Article 10 as the supporting department for the work of the strategy and Investment Committee, the investment review team is composed of industry experts, financial experts, legal experts and other professionals, which can be selected from within the company or hired from outside according to the specific situation. Be responsible for the proposal work of the strategy committee, assist the strategy committee in carrying out relevant work, and cooperate to provide information on the company’s strategic planning, major investment and financing, capital operation and other relevant aspects.
Article 11 the strategy and Investment Committee of the board of directors shall timely convene a meeting for research and review according to the proposal of the investment review group, submit the research results to the board of directors, and feed back opinions to the investment review group at the same time.
Chapter V rules of procedure
Article 12 the strategy and Investment Committee may hold meetings from time to time every year according to the needs of the company’s strategic development and project investment. The convening of each meeting shall be notified to all members three days before the meeting. The meeting shall be presided over by the chairman. If the chairman is unable to attend, he may entrust other members (independent directors) to preside over the meeting.
Article 13 the meeting of the strategy and Investment Committee shall be held only when more than two-thirds of the members are present; Each member has one vote; Resolutions made at the meeting must be adopted by more than half of all members.
Article 14 the voting method of the meeting of the strategy and Investment Committee is a show of hands or voting; An interim meeting may be held by means of communication voting.
Article 15 if necessary, the strategy committee may convene other personnel related to the proposal of the meeting to attend the meeting, introduce the situation or express opinions, but non members of the strategy committee have no voting right on the proposal.
Article 16 if necessary, the strategy and Investment Committee may hire an intermediary to provide professional advice for its decision-making, and the expenses shall be paid by the company.
Article 17 the convening procedures, voting methods and proposals adopted at the meeting of the strategy and Investment Committee must comply with the provisions of relevant laws and regulations, the articles of association and these measures. Article 18 the meeting of the strategy and Investment Committee shall have minutes, which shall be signed by the members attending the meeting; The minutes of the meeting shall be kept by the Secretary of the board of directors of the company.
Article 19 proposals and voting results adopted at the meeting of the strategy and Investment Committee shall be written
Article 20 all members present at the meeting shall have the obligation to keep confidential the matters discussed at the meeting and shall not disclose relevant information without authorization.
Chapter VI supplementary provisions
Article 21 the right to interpret these rules belongs to the board of directors of the company.
Article 22 matters not covered in these Implementation Rules shall be implemented in accordance with relevant national laws, regulations and the articles of Association; In case of any conflict between these rules and the laws and regulations promulgated by the state in the future or the articles of association modified by legal procedures, the provisions of relevant national laws, regulations and the articles of association shall be implemented, and the rules shall be revised immediately and submitted to the board of directors for deliberation and approval.
Article 23 the implementation rules shall come into force from the date of adoption of the resolution of the board of directors.
Xinjiang Beiken Energy Engineering Co.Ltd(002828)
Implementation rules of the audit committee of the board of directors
Chapter I General Provisions
Article 1 in order to improve the corporate governance structure, strengthen the management, supervision and decision-making functions of the board of directors, achieve the prior audit and professional audit of major business matters, and ensure the effective check and balance of the board of directors to the management and the effective supervision of the company’s operation and management, the company establishes the audit committee of the board of directors and formulates these implementation rules in accordance with the company law, the articles of association, the standards for the governance of listed companies and other relevant provisions.
Article 2 the audit committee of the board of directors is a special working organization established by the board of directors in accordance with the resolution of the general meeting of shareholders, which is mainly responsible for the communication, supervision and verification of the internal and external audit of the company.
Chapter II personnel composition
Article 3 the members of the audit committee are composed of three directors, with the majority of independent directors. At least one independent director among the members is a professional accountant.
Article 4 the members of the audit committee shall be nominated by the chairman of the board of directors, more than half of the independent directors or one-third of all the directors, and shall be elected by the board of directors.
Article 5 the audit committee shall have a chairman (convener), who shall be an independent director among the members, who shall be responsible for presiding over the work of the Committee; The chairman shall be elected from among the members and submitted to the board of directors for deliberation and approval.
Article 6 The term of office of the audit committee is the same as that of the board of directors. Upon expiration of the term of office, the members can be re elected. If any member ceases to hold the position of director of the company during the period, he will automatically lose the qualification of member, and the committee will make up the number of members according to the provisions of Articles 3 to 5 above.
Article 7 the audit committee shall establish an audit working group as its daily office, which shall be responsible for daily work liaison and meeting organization. The leader of the audit team shall be the head of the company’s internal audit department. The audit working group shall exercise the power of internal audit supervision within the scope authorized by the audit committee, inspect the accounting accounts and related assets according to law, supervise and evaluate the authenticity, legality and effectiveness of financial revenue and expenditure, and analyze and evaluate the company’s capital operation, asset utilization and other financial operations.
Chapter III responsibilities and authorities
Article 8 the main responsibilities and authorities of the audit committee are as follows:
(I) supervise and evaluate the external audit work and propose to hire or replace the external audit institution; (II) supervise and evaluate internal audit, and be responsible for the communication between internal audit and external audit;
(III) review the company’s regular financial reports, other financial information and their disclosure;
(IV) supervise and evaluate the company’s internal control;
(V) be responsible for other matters authorized by laws and regulations, the articles of association and the board of directors.
Article 9 the audit committee shall be responsible to the board of directors, and the proposals of the committee shall be submitted to the board of directors for deliberation and decision. The audit committee shall cooperate with the board of supervisors in their audit activities.
Chapter IV decision making procedures
Article 10 the audit working group shall be responsible for the preliminary preparations for the decision-making of the audit committee and provide the written materials of relevant parties of the company:
(I) relevant financial reports of the company;
(II) work reports of internal and external audit institutions;
(III) external audit contract and related work report;
(IV) information disclosed by the company;
(V) audit report on major related party transactions of the company;
(VI) other relevant matters.
Article 11 the audit committee meeting shall evaluate the report provided by the audit working group and submit the relevant written resolution materials to the board of directors for discussion:
(I) work evaluation of external audit institutions, employment and replacement of external audit institutions;
(II) whether the company’s internal audit system has been effectively implemented and whether the company’s financial report is comprehensive and true;
(III) whether the financial reports and other information disclosed by the company are objective and true, and whether the company’s major connected transactions comply with relevant laws and regulations;
(IV) work evaluation of the company’s financial department and audit department, including their principals;
(V) other relevant matters.
Chapter V rules of procedure
Article 12 the meeting of the audit committee is divided into regular meeting and interim meeting. The regular meeting shall be held at least 4 times a year and once a quarter; The interim meeting shall be proposed by the members of the audit committee. All members shall be notified 3 days before the meeting. The meeting shall be presided over by the chairman. If the chairman is unable to attend, he may entrust other members (independent directors) to preside over the meeting.
Article 13 the meeting of the audit committee shall be held only when more than two-thirds of the members are present; Each member has one vote; Resolutions made at the meeting must be adopted by more than half of all members.
Article 14 the voting method of the audit committee meeting is a show of hands or voting; An interim meeting may be held by means of communication voting.
Article 15 members of the audit working group may attend the meeting of the audit committee as nonvoting delegates, and may also invite directors, supervisors and other senior managers of the company to attend the meeting as nonvoting delegates when necessary.
Article 16 if necessary, the audit committee may employ an intermediary institution to provide professional advice for its decision-making, and the expenses shall be paid by the company.
Article 17 the convening procedures, voting methods and proposals adopted at the meeting of the audit committee must comply with the provisions of relevant laws and regulations, the articles of association and these measures.
Article 18 the meeting of the audit committee shall have minutes, which shall be signed by the members attending the meeting; The minutes of the meeting shall be kept by the Secretary of the board of directors of the company.
Article 19 the proposals and voting results adopted at the meeting of the audit committee shall be reported to the board of directors of the company in writing.
Article 20 all members present at the meeting shall have the obligation to keep confidential the matters discussed at the meeting and shall not disclose relevant information without authorization.
Chapter VI supplementary provisions
Article 21 the right to interpret these rules belongs to the board of directors of the company.
Article 22 matters not covered in these Implementation Rules shall be implemented in accordance with relevant national laws, regulations and the articles of Association; In case of any conflict between these rules and the laws and regulations promulgated by the state in the future or the articles of association modified by legal procedures, the provisions of relevant national laws, regulations and the articles of association shall be implemented, and the rules shall be revised immediately and submitted to the board of directors for deliberation and approval.
Article 23 the implementation rules shall come into force from the date of adoption of the resolution of the board of directors.
Xinjiang Beiken Energy Engineering Co.Ltd(002828)
Implementation rules of the nomination committee of the board of directors
Chapter I General Provisions
Article 1 in order to improve the corporate governance structure, standardize the selection procedure of the company’s directors and senior managers, optimize the company’s decision-making and management team composition, and continuously improve the ability and level of corporate governance and operation management, the company has established the nomination committee of the board of directors and formulated these implementation rules in accordance with the company law, the articles of association, with reference to the standards for the governance of listed companies and other relevant provisions.
Article 2 the nomination committee of the board of directors is a special working organization established by the board of directors in accordance with the resolution of the general meeting of shareholders, which is mainly responsible for studying, reviewing and making suggestions on the candidates, selection criteria and selection procedures of directors and managers of the company.
Chapter II personnel composition
Article 3 the members of the nomination committee are composed of three directors, with independent directors accounting for the majority.
Article 4 the members of the nomination committee shall be nominated by the chairman of the board of directors, more than half of the independent directors or one-third of all the directors, and shall be elected by the board of directors.
Article 5 the nomination committee shall have a chairman (convener), who shall be an independent director among the members, who shall be responsible for presiding over the daily work of the Committee
