Vontron Technology Co.Ltd(000920)
Management measures for authorization by the board of directors
Chapter I General Provisions
Article 1 in order to standardize the authorized management behavior of the board of directors of Vontron Technology Co.Ltd(000920) (hereinafter referred to as “the company”), promote the managers to exercise their powers and perform their duties according to law, improve the efficiency of business decision-making, and enhance the vitality of enterprise reform and development, These measures are formulated in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the governance standards of listed companies, the Listing Rules of Shenzhen Stock Exchange, the Vontron Technology Co.Ltd(000920) articles of Association (hereinafter referred to as the “articles of association”) and other laws, regulations and document requirements.
Article 2 the term “authorization” as mentioned in these Measures refers to the act of the board of directors to entrust the chairman and the management to exercise the functions and powers conferred by the articles of association on their behalf under certain conditions and scope. The term “exercise” as mentioned in these Measures refers to the acts of the chairman and the management in exercising the entrusted functions and powers in accordance with the requirements of the board of directors.
Article 3 the basic principles of authorization management are:
(I) prudent authorization principle. The authorization shall give priority to the requirements of risk prevention objectives and be strictly controlled. The legal functions and powers of the board of directors shall not be delegated to the authorized person. (II) classification authorization principle. Authorization is divided into regular authorization and temporary authorization. (III) principle of timely adjustment. The authorization period shall be adjusted and kept stable according to the internal and external authorization factors. (IV) effective monitoring principle. The board of directors shall supervise and inspect the implementation of authorization and effectively monitor the implementation of authorization.
Chapter II Scope of authorization
Article 4 the matters authorized by the board of directors are mainly authorized on the purchase or sale, lease in or lease out of assets, foreign investment (including entrusted financial management and entrusted loans), asset mortgage or pledge, entrusted operation, entrusted operation or joint operation with others, related party transactions and other matters within the scope of decision-making matters of the board of directors specified in the articles of association.
Article 5 the statutory functions and powers exercised by the board of directors and matters to be submitted to the general meeting of shareholders for decision shall not be authorized.
Article 6 the authorization of the board of directors is divided into regular authorization and temporary authorization. Routine authorization refers to the authority granted by the board of directors to the general manager in the Vontron Technology Co.Ltd(000920) general manager’s working rules (hereinafter referred to as “general manager’s working rules”) deliberated and approved by the board of directors; Temporary authorization refers to the authorization of the board of directors when considering specific matters. Chapter III authorization procedures
Article 7 for routine authorization matters, the Secretary of the board of directors shall organize the formulation of authorization matters in the working rules of the general manager and submit them to the board of directors for decision-making.
Article 8 for temporary authorization matters, specific requirements such as authorization background, authorization object, authorization matters, authorization period and exercise conditions shall be clarified in the form of a resolution of the board of directors.
Article 9 the decision-making matters authorized by the board of directors to the chairman and the management shall be studied and discussed collectively in accordance with relevant regulations, and decisions shall not be made by individual or individual solicitation of opinions.
Article 10 for matters with a long execution cycle, the authorized object shall form written materials on the overall implementation and results according to the authorization requirements and report to the board of directors.
Article 11 when the authorized matter is related to 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 12 in case of special circumstances, it is necessary to make major adjustments to the decision-making of the authorized matters, or it cannot be implemented due to major changes in the external environment, the authorized object shall report to the board of directors in time. If necessary, it shall be submitted to the board of directors for decision-making.
Chapter IV authorized supervision
Article 13 the board of directors shall regularly track and master the decision-making and implementation of authorized matters, timely organize special supervision and inspection of authorized matters, and evaluate the exercise effect. According to the exercise of the authorized object, combined with the actual operation and management of the company, risk control ability, changes in internal and external environment and other conditions, implement dynamic management of the authorized matters, and timely change the scope, standards and requirements of the authorization to ensure that the authorization is reasonable, controllable and efficient.
Article 14 the board of directors may adjust or withdraw the relevant authorization under the following circumstances:
(I) the decision-making quality of authorized matters is poor, the operation and management level is reduced and the operation condition is deteriorated, and the risk control ability is significantly weakened;
(II) poor implementation of authorization system, major ultra vires or major business risks and losses;
(III) there are obstacles to the exercise of power in the current authorization, which seriously affects the efficiency of decision-making;
(IV) the authorized object’s personnel are adjusted;
(V) other circumstances that the board of directors deems necessary to be changed.
Article 15 if the effect of authorization fails to meet the specific requirements of authorization, or other circumstances that the board of directors deems it necessary to withdraw the authorization, it can be terminated in advance after being discussed and approved by the board of directors. When the authorized object deems it necessary, it can also suggest the board of directors to withdraw the relevant authorization.
Article 16 in case of authorization adjustment or withdrawal, the Secretary of the board of directors shall timely formulate the change plan of authorization decision, clarify the specific modified authorization contents and requirements, explain the reasons and basis for the change, and submit it to the board of directors for decision.
Article 17 If the authorized objects such as the chairman of the board of directors and the management plan to delegate due to work needs, they shall report the specific reasons, objects, contents and time limit of the delegation to the board of directors, and perform the relevant specified procedures with the consent of the board of directors. If the authorization is changed or terminated, the sublicense shall be changed or terminated accordingly. The delegated authority shall not be delegated again.
Chapter V authorization responsibility
Article 18 the board of directors is the responsible subject of authorized management and is responsible for supervising the authorized matters. In the process of supervision and inspection, if it is found that the authorized object exercises power improperly, it shall be corrected in time, and the main responsible person and relevant responsible personnel who violate the regulations shall be criticized, warned or even dismissed.
Article 19 the Secretary of the board of directors assists the board of directors in carrying out authorization management, is responsible for formulating authorization decision-making plans, organizing and tracking the exercise of authorization by the board of directors, and organizing the supervision and inspection of authorization matters. The office of the board of directors is the centralized Department of the management authorized by the board of directors, which is responsible for the implementation of specific work and providing professional support and services.
Article 20 based on the principle of safeguarding the legitimate rights and interests of shareholders and the company, the authorized objects such as the chairman and the management shall make decisions strictly within the scope of authorization, faithfully and diligently engage in operation and management, and resolutely prevent ultra vires. Report the authorized exercise to the board of directors at least half a year, and report important information in time.
Article 21 if the authorized object commits any of the following acts, resulting in serious losses or other serious adverse consequences, it shall bear corresponding responsibilities:
(I) make decisions in violation of laws, administrative regulations or the articles of association within the scope of its authorization;
(II) failure to exercise or incorrect exercise of authorization, resulting in wrong decision-making;
(III) making decisions beyond the scope of its authorization;
(IV) failure to timely discover and correct major problems in the implementation of authorized matters;
(V) other accountability situations stipulated by laws, administrative regulations, normative documents or the articles of association.
If the company suffers serious losses or other serious adverse effects due to the incorrect implementation of the authorized decisions, the relevant executive departments shall bear corresponding responsibilities, and the authorized object shall bear the leadership responsibility.
Article 22 in case of major problems in the authorized decision-making matters, the responsibility of the board of directors as the authorized subject shall not be exempted. The board of directors shall bear corresponding responsibilities for the following acts in authorized management:
(I) authorization beyond the terms of reference of the board of directors;
(II) authorization under inappropriate authorization conditions;
(III) authorize the subject without undertaking ability and qualification;
(IV) failure to track, inspect, evaluate and adjust the authorized matters, and failure to timely discover and correct the improper exercise of power by the authorized object, resulting in serious losses or further expansion of losses;
(V) other accountability situations stipulated by laws, administrative regulations, normative documents or the articles of association.
Chapter VI supplementary provisions
Article 23 matters not covered in these measures or in conflict with the provisions of laws, regulations, normative documents or the articles of association promulgated or modified after the measures come into force shall be implemented in accordance with the provisions of laws, regulations, normative documents or the articles of association.
Article 24 the right to interpret these measures belongs to the board of directors of the company. These measures and their amendments shall come into force from the date of adoption of the resolution of the board of directors of the company.
