Management measures for authorization by the board of directors (revised in December 2021)
Chapter I General Provisions
Article 1 in order to further improve the corporate governance structure of Costar Group Co.Ltd(002189) (hereinafter referred to as the company), establish a scientific, standardized and efficient decision-making mechanism, and protect the legitimate rights and interests of shareholders, the company and creditors, these measures are formulated in accordance with the company law of the people’s Republic of China and the articles of association of Costar Group Co.Ltd(002189) (hereinafter referred to as the articles of association).
Article 2 the authorization mentioned in these Measures means that the board of directors may authorize the special equipment committee, chairman, general manager and other authorized persons of the board of directors to make decisions on certain matters within its responsibilities on the premise of not violating the mandatory provisions of laws and regulations.
Article 3 the matters authorized by the board of directors involved in these Measures refer to: cadre and personnel work, formulation and revision of rules and regulations, establishment and adjustment of organizational structure, reform and restructuring, strategic planning and plan, special equipment business, investment projects, financing, guarantee and mortgage, asset disposal, financial management and fund payment, risk events, external donations, related party transactions Employee rights and interests and other business management matters.
Article 4 the member units referred to in these measures include wholly-owned companies, holding subsidiaries and joint-stock companies.
Article 5 these measures are applicable to the board of directors, special equipment committee of the board of directors, chairman, general manager and other relevant institutions and personnel of the company.
Chapter II authorization authority
Article 6 the board of directors of the company authorizes the special equipment committee to exercise decision-making power on matters within its responsibilities. The specific authorization contents are as follows:
(i) Implement the guidelines, policies, strategic plans and mission plans for the development of national weapons and equipment;
（2） Study and decide the company’s special equipment development strategy and medium and long-term development plan;
（3） Study and decide on key scientific research projects and major fixed asset investment projects of the company’s special equipment;
（4） Study and decide on the reform and reorganization of the company’s special equipment business; (5) supervise and guide the company’s key work of special equipment;
（6） Other duties separately authorized by the board of directors and other duties stipulated by laws and administrative regulations.
Article 7 authorization of the board of directors of the company to the chairman
(i) Organization responsibility adjustment
Adjust some responsibilities when the organization remains unchanged.
（2） Investment project
Approve domestic fixed asset investment projects with a single amount of more than 10 million yuan to less than 30 million yuan.
（3） Financing
1. On the premise that the company’s asset liability ratio does not exceed 70%, approve the company’s single off budget financing of less than 10 million yuan.
（4） Mortgage
1. Approve the mortgage and pledge required for a single corporate loan of more than 30 million yuan to less than 100 million yuan within the scope that the cumulative amount of the year does not exceed 30% of the latest audited net asset value.
（5） Asset disposal
1. Approve the equity transfer with a single amount of more than 2 million yuan to less than 4 million yuan within the range that the cumulative amount in the year does not exceed 30% of the latest audited net asset value.
2. Approve the disposal, transfer, circulation and lease of other major assets with a single amount of more than 15 million yuan to less than 30 million yuan within the scope that the cumulative amount of the year does not exceed 30% of the latest audited net asset value.
（6） Financial management and fund payment
1. Approve the disposal of accounts receivable with a single amount of more than 3 million yuan to less than 10 million yuan within the range that the cumulative amount of the year does not exceed 30% of the latest audited total asset value.
2. Approve a single internal loan of more than 30 million yuan to less than 100 million yuan between the company’s headquarters and its subsidiaries (including wholly-owned, holding and joint-stock companies).
3. Approve a single large amount of operating or investment fund payment within the budget of more than 20 million yuan but less than 100 million yuan or the cumulative amount of more than 30 million yuan but less than 150 million yuan in the same payee month (except the payment transactions of the company’s member units).
4. Approve the payment and use of non operating extrabudgetary funds from more than 1 million yuan to less than 5 million yuan.
5. Approve a single advertising investment plan of more than 1 million yuan to less than 3 million yuan.
（7） Risk event
1. Handle legal disputes with the target amount of more than 5 million yuan to less than 10 million yuan.
2. Deal with accidents with direct losses of more than 1.5 million yuan to less than 3 million yuan.
（8） Related party transactions
1. Approve the adjustment of the estimated amount of annual connected transactions whose adjustment amount does not exceed 0.5% of the latest audited net asset value.
2. In addition to the estimated amount of annual related party transactions, approve related party transactions whose transaction amount is less than 0.5% of the latest audited net asset value.
（9） Determine the company’s annual recruitment plan.
Article 8 authorization of the board of directors to the general manager
(i) Investment project
Approve domestic fixed asset investment projects with a single amount of less than 10 million. （2） Mortgage
1. Approve the mortgage and pledge required for a single corporate loan of less than 30 million yuan within the scope that the cumulative amount in the year does not exceed 30% of the latest audited net asset value.
（3） Asset disposal
1. Approve the equity transfer with a single amount of less than 2 million yuan within the range that the cumulative amount in the year does not exceed 30% of the latest audited net asset value.
2. Approve the disposal, transfer, circulation and lease of other major assets with a single amount of less than 15 million yuan within the scope that the cumulative amount of the year does not exceed 30% of the latest audited net asset value.
（4） Financial management and fund payment
1. Approve the disposal of accounts receivable with a single amount of less than 3 million yuan within the range that the cumulative amount of the year does not exceed 30% of the latest audited total asset value.
2. Approve a single internal loan of less than 30 million yuan between the company’s headquarters and subsidiaries (including wholly-owned, holding and joint-stock companies).
3. Approve the payment and use of non operating extrabudgetary funds below 1 million yuan.
4. Approve a single advertising investment plan of less than 1 million yuan.
（5） Risk event
1. Approve legal disputes with the subject amount of less than 5 million yuan.
2. Approve the handling of accidents with a direct loss of less than 1.5 million yuan.
（6） Other management matters
1. Determine the annual employment scale and payroll plan of the company.
2. Formulate the company’s total salary, salary and welfare system.
Chapter III authorization management
Article 9 the authorized person shall exercise the powers granted by the board of directors in accordance with the corresponding rules of procedure and relevant management systems.
The special equipment committee of the board of directors of the company shall make decisions on matters within the scope of authorization in the form of special equipment committee meeting after the matter has been pre studied and discussed by the Party committee. The meeting of the special equipment committee shall be implemented in accordance with the rules of procedure of the special equipment committee of the board of directors.
The chairman is responsible for matters within the scope of authorization, Decisions shall be made in the form of chairman’s special meeting (post event report under special circumstances). Generally, the matters decided do not need to be studied by the Party committee. The chairman’s special meeting is generally held in the form of on-site meeting, which shall be approved by the convener if the technical conditions permit (Moderator) agrees that it can be held by video, telephone, etc., or on-site and other methods at the same time.
The general manager is responsible for matters within the scope of authorization, Decisions shall be made in the form of general manager’s office meeting (post event report under special circumstances), the decision-making matters generally do not need to be studied by the Party committee. The general manager’s office meeting is mainly in the form of on-site meeting. At the same time, for single, simple and clear decision-making matters, it can be in the form of written signed documents, telephone or video conference. The general manager can appropriately authorize the matters within the scope of authority and authorize the relevant business leaders to review them Batch.
In case of major emergencies or emergencies that need to be temporarily decided by individuals or a few people, they shall report to the decision-making body of the company in time afterwards; The provisional decision maker shall be responsible for the decision-making, and the decision-making body of the company shall ratify it afterwards according to procedures.
If relevant departments or units at higher levels have requirements for decision-making procedures, their provisions shall prevail. Article 10 the authorized person shall regularly report the implementation of the authorized decision to the board of directors.
Article 11 when exercising his functions and powers, the authorized person shall not change or exceed the scope of authorization.
Article 12 the board of directors may adjust the authorized matters and authorities specified in these measures as needed.
Article 13 the general manager shall be responsible for organizing the implementation of the authorized matters after making decisions according to the provisions.
Article 14 the board of directors has the right to supervise the decision-making process and implementation of the authorized person.
Chapter IV responsibilities of the authorized person
Article 15 if the special equipment committee of the board of directors, the chairman, the general manager and other authorized persons have the following acts, resulting in serious losses to the company, they shall bear corresponding responsibilities.
(i) The decision made by the authorized person within the scope of authorization violates laws and regulations or the articles of Association;
（2） The authorized person fails to perform or correctly performs his duties, resulting in decision-making errors;
（3） The authorized person makes decisions beyond the scope of his authorization.
Chapter V supplementary provisions
Article 16 the company formulates the list of functions and powers of the board of directors and its main authorized matters as an annex to these measures. The formulation and modification of these Measures shall be implemented after being deliberated and approved by the board of directors of the company.
Article 17 the basic management system and specific management measures of the company shall be effectively connected with these measures.
Article 18 in case of any matters not covered in these measures or conflict with the provisions of relevant laws, administrative regulations, normative documents and the articles of association, the provisions of laws, administrative regulations, normative documents and the articles of association shall prevail.
Article 19 The term “above” as mentioned in these Measures includes this number; “Below” does not include this number.
Article 20 the power of interpretation of these measures belongs to the board of directors of the company.
Article 21 these Measures shall be implemented from the date of issuance, and the original measures for the administration of authorization by the board of directors ( Costar Group Co.Ltd(002189) Fa [2021] No. 17) shall be repealed at the same time.
enclosure
Costar Group Co.Ltd(002189) list of functions and powers of the board of directors and its main authorized matters
Monetary unit: 10000 yuan
Decision maker and authority remarks
Order decision-making matters special chairman (Chairman) and general manager (General Manager) of the former board of directors of the Party committee
Office meeting of the board of directors (special meeting of Equipment Committee)
There is no need to lead the staff meeting
Senior management and directors
11. Appointment and dismissal of cadres and Council secretaries √ decide on the promotion of personnel work, salary management and performance recommendation by the group company
Efficiency management.
2. Articles of association √ formulated
3. Basic management system √ formulation
42. Rules and regulations work system of the board of directors √ formulation
Degree formulation and
Revise and formulate the company’s total salary
5. Salary and benefits to be formulated
Equal system
6 organization setting and √ decision
3. Organization and organization (except Party committee)
Organizational structure unchanged
7. Approve some responsibilities under certain circumstances
Row adjustment
4. Reform the bankruptcy, restructuring
8 system merger, reorganization, merger, √ formulation
