Ningxia Younglight Chemicals Co.Ltd(000635)
Provisions on the administration of authorization by the board of directors (for Trial Implementation)
(reviewed and adopted at the 24th Meeting of the 8th board of directors on January 27, 2022)
Chapter I General Provisions
Article 1 in order to further clarify the decision-making mechanism of the board of directors of Ningxia Younglight Chemicals Co.Ltd(000635) (hereinafter referred to as the company), standardize the authorized management of the board of directors, scientifically allocate decision-making power, and establish a scientific and efficient management system, These Provisions are formulated in accordance with the relevant provisions of the company law, the governance standards of listed companies, the stock listing rules of Shenzhen Stock Exchange (hereinafter referred to as the stock listing rules), the articles of association and the rules of procedure of the board of directors of the company.
Article 2 the authorization of the board of directors in these Provisions refers to that the board of directors authorizes the chairman or general manager to make decisions on some decision-making matters that belong to the authority of the board of directors in accordance with laws and regulations, normative documents and the articles of association.
Article 3 among the matters authorized by the board of directors of the company to make decisions that belong to “three important and one major” matters, they shall be studied and discussed by the Party committee of the company in advance.
Article 4 the authorization of the board of directors is divided into basic authorization and special authorization.
Basic authorization refers to the decision-making authority of routine business granted by the board of directors of the company. The basic authorization is regulated by this regulation.
Special authorization refers to the authorization of a specific matter or a special business beyond the scope of basic authorization. Special authorization shall be authorized by the board of directors of the company through a resolution of the meeting.
Article 5 the authorization of the board of directors shall follow the principles of legal compliance, reasonable and appropriate, timely adjustment and consistency of rights and responsibilities.
Article 6 where the chairman or general manager of the Company deems it necessary for the board of directors to make decisions on matters authorized by the board of directors, it shall be submitted to the board of directors for decision-making.
Article 7 where the authorized matters meet the information disclosure standards of the stock listing rules, they shall perform the corresponding decision-making procedures and perform the information disclosure in accordance with the relevant requirements. Chapter II Scope and authority of authorization
Article 8 the matters authorized by the board of directors refer to the decisions made by the board of directors to the chairman of the board of directors or the general manager, including:
(I) transactions related to the daily operation of the company, such as the purchase of raw materials, fuel and power, the acceptance of labor services, the sale of products, commodities and the provision of labor services;
(II) purchase of assets, sale of assets, foreign investment (including entrusted financial management, investment in subsidiaries, etc.), provision of financial assistance (including entrusted loans, etc.), lease in or lease out of assets, entrusted or entrusted management of assets and businesses, gift or gift of assets, reorganization of creditor’s rights or debts, transfer or transfer of R & D projects, signing of license agreements Waiver of rights (including waiver of preemptive right, preemptive right to subscribe capital contribution, etc.) and exercise of shareholders’ rights on behalf of the company to the invested enterprise;
(III) related party transactions;
(IV) other matters within the authority of the board of directors.
The articles of association and the rules of procedure of the board of directors have clearly stipulated that the functions and powers to be performed by the chairman or the general manager according to law are not applicable to these provisions.
Article 9 the authorized object shall make decisions in accordance with the authorities specified in laws and regulations, the stock listing rules of Shenzhen Stock Exchange, the articles of association, the rules of procedure of the board of directors and the relevant systems of the company.
Chapter III authorization management
Article 10 the company shall formulate corresponding systems to control the authorization of decision-making matters specified in these measures.
Article 11 the board of directors of the company has the right to adjust the authorized matters and authorities. Matters involving the amendment of the articles of association shall be submitted to the general meeting of shareholders for deliberation. Article 12 when making decisions on matters authorized by the board of directors, the chairman and general manager shall make collective decisions in the form of special meetings or general manager office meetings. The company shall establish corresponding meeting system and improve decision-making procedures.
Article 13 the company shall establish and improve the system for the management of matters authorized by the board of directors, and the relevant systems shall be implemented after being approved by the chairman or the general manager according to the normative contents.
Article 14 after the decision of the authorized matters is made, the authorized object, the involved functional departments or relevant units shall be responsible for organizing the implementation, and the implementation units and personnel shall be diligent and responsible. For matters with a long execution cycle, the authorized object shall report the implementation progress to the board of directors according to the relevant requirements of the authorization. After the execution, the authorized object shall report the overall implementation and results to the board of directors according to the authorization requirements.
Article 15 when the authorized matter has an association or interest with the authorized object or its relatives, the authorized object shall take the initiative to withdraw and submit the matter to the board of directors for decision.
Article 16 the board of directors of the company shall supervise and manage the authorized matters. If it finds that the authorized object exercises power improperly, it can correct it. At the same time, it can change or terminate the authorized matters through the resolution of the board of directors.
The board of directors cannot exempt its corresponding responsibilities arising from the authorized matters due to authorization.
Chapter IV supplementary provisions
Article 17 these Provisions are applicable to the company and its subordinate units.
Article 18 These Provisions shall be interpreted and revised by the board of directors of the company.
Article 19 These Provisions shall come into force from the date of deliberation and adoption by the board of directors.
