Authorization management system of the board of directors
(reviewed and formulated by the 14th board of directors of the company in 2021 on December 30, 2021)
Chapter I General Provisions
Article 1 in order to further strengthen the construction norms of China Resources Sanjiu Medical & Pharmaceutical Co.Ltd(000999) (hereinafter referred to as “the company” or “the company”), further improve the scientific and standardized decision-making mechanism of the company, improve the efficiency of business decision-making, enhance the vitality of enterprise reform and development, and protect the legitimate rights and interests of shareholders, the company and creditors, This system is formulated in accordance with the company law of the people’s Republic of China, the articles of association and other laws, regulations and systems.
Article 2 the authorization mentioned in this system means that the board of directors authorizes the chairman, President or other authorized objects in accordance with laws and regulations to exercise the functions and powers conferred by the articles of association within certain conditions and scope. The exercise of power as mentioned in this system refers to the behavior of the chairman, President or other authorized objects in accordance with laws and regulations to exercise the entrusted functions and powers according to the requirements of the board of directors.
Chapter II authorization principle
Article 3 the basic principles of authorization management are:
(i) Prudent authorization principle. Authorization shall adhere to the basic principles of legal compliance, equal rights and responsibilities and controllable risks, so as to realize standardized authorization, scientific authorization and appropriate authorization.
（2） Applicable principles. We should adhere to the principle of matching authorization with responsibility, and select appropriate authorized objects for authorization. The authorized object shall have the expertise, experience, competence and supporting resources required for the exercise of authorization.
（3） Timely adjustment principle. The authorization authority shall remain relatively stable within the validity period of authorization, and the authorization authority shall be adjusted in time according to the changes of internal and external factors and the needs of operation and management.
（4） Principle of effective monitoring. In the process of authorization implementation, we should earnestly implement the authorization responsibility of the board of directors, adhere to the responsibility of authorization, and strengthen supervision and inspection.
（5） Principle of quality and efficiency. The authorization shall be based on the actual situation, in accordance with the principle of the unity of decision-making quality and efficiency, and scientifically demonstrate and reasonably determine the authorized decision-making matters and authority division standards according to the operation and management status, asset liability scale and asset quality, business load degree, risk control ability, etc.
Chapter III Scope of authorization
Article 4 the board of directors may, in accordance with the articles of association and relevant provisions, delegate part of its functions and powers to the chairman, President or other authorized objects in accordance with laws and regulatory provisions. The comprehensive deliberative bodies and relevant functional departments composed of non directors in the enterprise are not legal corporate governance subjects and shall not undertake the authorization of the board of directors. For decision-making matters approved by the board of directors or the authorized object of the board of directors, directors or other personnel may be authorized to sign relevant documents on behalf of the company.
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.
Chapter IV authorization procedures
Article 6 the board of directors shall formulate or revise the authorization scheme according to the authorization system, and clarify the specific contents and operational requirements of authorization, such as authorization purpose, authorization object, authority standard, specific matters, exercise requirements, authorization period, change conditions, etc. The authorized decision-making scheme shall be formulated by the Secretary of the board of directors and decided by the board of directors after pre research and discussion by the party organization. Revise and improve the company’s internal systems such as the list of rights and responsibilities for decision-making on major matters in accordance with the authorized decision-making scheme to ensure the consistency of relevant regulations.
Article 7 under special circumstances, if the board of Directors considers that temporary authorization is necessary, it shall specify the specific requirements such as authorization background, authorization object, authorization matters, exercise conditions, termination period and so on in written forms such as resolution of the board of directors and power of attorney.
Chapter V authorization management
Article 8 for the matters authorized by the board of directors to be decided by the chairman, the chairman shall generally convene a special meeting for collective research and discussion, and the management members related to the topic shall attend or attend the meeting as nonvoting delegates; The president’s decision-making matters authorized by the board of directors are generally studied and discussed in the form of president’s office meeting and other meetings. Due to special needs of work, the chairman may attend the president’s office meeting as a nonvoting delegate. If the chairman and president need to withdraw from voting when making decisions on matters authorized by the board of directors, the matter shall be submitted to the board of directors for decision.
Article 9 after the decision on the authorized matters is made, the authorized object, the departments involved or relevant units shall be responsible for organizing the implementation. In the process of execution, the execution unit and personnel shall be diligent and conscientious. For temporary authorization and special authorization, the progress of implementation shall be reported to the board of directors in accordance with the relevant requirements of authorization. After the execution, 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 10 the board of directors may change the authorized decision-making scheme as needed. In case of any of the following circumstances, the board of directors shall study and judge in time, and may adjust or withdraw the relevant authorization when necessary:
(i) The decision-making quality of authorized matters is poor, the operation and management level is reduced or the operation condition is deteriorated, and the risk control ability is significantly weakened;
（2） Poor implementation of authorization system, major ultra vires or major business risks or losses;
（3） There are obstacles in the current authorization scheme, which seriously affects the efficiency of decision-making; （4） The authorized object personnel are adjusted;
（5） Other circumstances that the board of Directors considers should be changed.
Chapter VI authorization responsibility
Article 11 the chairman, President and other authorized objects shall, based on the principle of safeguarding the legitimate rights and interests of shareholders and the company, make decisions strictly within the scope of authorization, faithfully and diligently perform their duties, and resolutely prevent ultra vires. If the authorized object makes a decision in violation of laws, administrative regulations or the articles of association, fails to exercise or does not correctly exercise the authorization, resulting in decision-making errors and other accountability situations, resulting in serious losses or other serious adverse consequences, it shall bear corresponding responsibilities.
Chapter VII supplementary provisions
Article 12 matters not covered in this system shall be implemented in accordance with relevant national laws, regulations, rules and the articles of association. If the system is inconsistent with relevant laws, regulations and normative documents, the provisions of relevant laws, regulations, normative documents and the articles of association shall prevail.
Article 13 the system shall be interpreted and revised by the board of directors of the company.
Article 14 the system shall come into force and be implemented after being deliberated and approved by the board of directors of the company.
