Gd Power Development Co.Ltd(600795)
Measures for the administration of authorization by the board of directors (for Trial Implementation)
general provisions
Article 1 in order to further clarify the decision-making mechanism of the board of directors of Gd Power Development Co.Ltd(600795) (hereinafter referred to as Gd Power Development Co.Ltd(600795) , 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 measures are formulated in accordance with the company law of the people’s Republic of China (hereinafter referred to as the company law), the securities law of the people’s Republic of China, the governance standards of listed companies, the stock listing rules of Shanghai Stock Exchange and other laws and regulations, the articles of Association (hereinafter referred to as the articles of association), the rules of procedure of the board of directors, etc.
Article 2 the authorization of the board of directors as mentioned in these Measures means that Gd Power Development Co.Ltd(600795) the board of directors authorizes the chairman of the board of directors or the general manager to make decisions on some decision-making matters that belong to the functions and powers of the board of directors in accordance with laws, regulations and the articles of association.
Article 3 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. The basic authorization is regulated by the articles of association.
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 through a resolution of the meeting.
Article 4 the authorization of the board of directors shall follow the principles of compliance according to law, reasonable and appropriate, timely adjustment and consistency of rights and responsibilities.
Article 5 the authorized matters of the board of directors are to authorize the chairman or general manager to make decisions on some decision-making matters within the scope of the decision-making matters of the board of directors specified in the articles of association, including but not limited to capital investment in holding and participating enterprises, acquisition and sale of assets, asset mortgage, external guarantee, investment in stocks, bonds, funds and entrusted wealth management, and acquisition of shares of the company, Related party transactions, etc.
Article 6 where the Gd Power Development Co.Ltd(600795) chairman of the board of directors or the general manager 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.
Chapter II authorization authority
Article 7 in accordance with the relevant provisions of the articles of association, the chairman shall exercise the following functions and powers:
(i) Preside over the general meeting of shareholders and convene and preside over the meeting of the board of directors;
（2） Supervise and inspect the implementation of the resolutions of the board of directors;
（3） Other functions and powers authorized by the board of directors.
Article 8 in accordance with the relevant provisions of the articles of association, the general manager shall exercise the following functions and powers:
(i) Preside over the production, operation and management of the company, organize the implementation of the resolutions of the board of directors, and report to the board of directors;
（2） Organize the implementation of the company’s annual business plan and investment plan;
（3） Formulate the establishment plan of the company’s internal management organization;
（4） Formulate the company’s risk management system and internal control system;
（5） Formulate the basic management system of the company;
（6） Formulate specific rules and regulations of the company;
（7） Propose to the board of directors to appoint or dismiss other senior managers of the company;
（8） To decide on the appointment or dismissal of responsible management personnel other than those who shall be decided by the board of directors;
（9） One time use of the company’s assets for investment or guarantee (including but not limited to capital investment in holding and participating enterprises, acquisition and sale of assets, asset mortgage and external guarantee; investment in stocks, bonds, funds and entrusted wealth management; in accordance with items (3) and (5) of Article 27 of the articles of association Purchase the shares of the company under the circumstances specified in Item (6); And related party transactions, etc.) are authorized to be less than 1% of the audited net assets of the company in the previous year, unless otherwise provided by the company law, the articles of association and other laws and regulations;
（10） Other powers conferred by the articles of association or the board of directors.
The general manager shall attend the board meeting as nonvoting delegates.
Chapter III authorization management
Article 9 Gd Power Development Co.Ltd(600795) formulate corresponding systems respectively to control the authorization of decision-making matters specified in these measures.
Article 10 the board of directors 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 11 when making decisions on matters authorized by the board of directors, the chairman and the general manager shall make collective decisions in the form of general manager’s office meeting and other meetings. Gd Power Development Co.Ltd(600795) corresponding meeting system should be established and decision-making procedures should be improved.
Article 12 Gd Power Development Co.Ltd(600795) the system for the management of authorized decision-making matters of the board of directors shall be established and improved, and the relevant systems shall be implemented after being submitted to the board of directors or the general manager’s office meeting for approval according to the normative contents.
Article 13 the chairman and general manager shall safeguard the legitimate rights and interests of shareholders and the company, make decisions strictly within the scope of authorization, faithfully and diligently perform management duties, regularly report the implementation of authorized matters to the board of directors, and timely report important situations.
Chapter IV supplementary provisions
Article 14 matters not covered in these Measures shall be implemented in accordance with relevant national laws and regulations, the articles of association and other normative documents.
Article 15 these Measures shall be interpreted and revised by Gd Power Development Co.Ltd(600795) the board of directors and shall come into force from the date of deliberation and adoption by the board of directors.
