Baiyang Investment Group Inc(002696)
Board of directors authorized management system
Article 1 in order to implement the three-year action plan for the reform of state-owned enterprises, further establish a scientific and standardized decision-making mechanism and clarify the matters authorized by the board of directors to the management, in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China and other relevant laws Regulations and rules and the articles of association of Baiyang Investment Group Inc(002696) (hereinafter referred to as the “articles of association”), and in combination with the actual situation of Baiyang Investment Group Inc(002696) (hereinafter referred to as the “company”), this system is formulated.
Article 2 “authorization” as mentioned in this system means that the board of directors grants the decision-making power of some matters in its functions and powers to the management under certain conditions and within a certain scope without violating laws, regulations, normative documents and the articles of association.
Article 3 the authorization of the board of directors to the management shall follow the following principles:
(i) Principle of prudent authorization: the authorization shall give priority to the requirements of risk prevention objectives and be strictly controlled.
（2） Principle of limiting the scope of authorization: the authorization shall be strictly limited to the scope authorized by the general meeting of shareholders to the board of directors, and shall not exceed the scope authorized by the general meeting of shareholders to the board of directors. The board of directors shall not authorize the functions and powers exercised by the statutory board of directors to the management for decision-making.
（3） Principle of timely adjustment: the authorized matters shall remain relatively stable within the validity period of the authorization, and shall be adjusted timely according to the changes of internal and external factors and the needs of operation and management.
（4） Principle of compliance according to law: the authorization of the board of directors to the management shall not exceed the scope specified in the company law, regulatory regulations of listed companies and the articles of association.
Article 4 according to the company’s development strategy and comprehensively considering the risk degree of authorized matters, the board of directors authorizes the management to be responsible for controlling and approving relevant transaction matters within the decision-making scope of the shareholders’ meeting and the board of directors on the premise of strictly implementing the relevant provisions of the state and the company. Article 5 authorized matters are divided into long-term authorized matters and temporary authorized matters. The long-term authorized matters refer to the authorized matters determined by the board of directors in accordance with the relevant provisions of the articles of association, and the temporary authorized matters refer to other matters determined by the board of directors in accordance with the laws and regulations and the regulatory regulations of listed companies.
Article 6 the authorized person shall carry out work in strict accordance with the corresponding work rules and scope of authorization, and in the principle of diligence and responsibility, and shall not exercise his powers beyond the scope of authorization.
The decision of the management level on matters within the scope of authorization shall be made in the form of general manager office meeting, etc. According to work needs, the general manager can appropriately authorize matters within the scope of authority. If relevant laws, regulations and normative documents have requirements on decision-making procedures, their provisions shall prevail.
Article 7 the board of directors may adjust the authorized matters and authorities specified in the system as needed.
Article 8 the management shall not change or exceed the scope of authorization when exercising their functions and powers. Within the scope authorized by the board of directors, the management has the right to adjust and refine the authorized matters according to the actual situation.
When the external environment of the specific matters authorized for decision-making has changed significantly, seriously deviates from the expected effect of the decision-making matters, and the management considers it necessary, it can recommend the board of directors to withdraw or partially withdraw the authorized matters.
Article 9 the system shall be implemented after being deliberated and adopted at the meeting of the board of directors of the company.
Article 10 the right to modify and interpret the system belongs to the board of directors of the company. The board of directors shall revise the system according to the revision of the company law and other laws and regulations.
Article 11 in case of matters not covered in this system or conflict with relevant laws, regulations, rules, normative documents and the articles of association, the relevant laws, regulations, rules, normative documents and the articles of association in force at that time shall prevail.
Baiyang Investment Group Inc(002696) board of directors December 27, 2001
