Tangshan Jidong Equipment And Engineering Co.Ltd(000856) board of directors authorization management measures (reviewed and adopted at the 8th meeting of the 7th board of directors on March 16, 2022) Chapter I General Provisions
Article 1 in order to regulate the authorized management behavior of the board of directors of Tangshan Jidong Equipment And Engineering Co.Ltd(000856) (hereinafter referred to as Tangshan Jidong Equipment And Engineering Co.Ltd(000856) “or” the company “), improve the efficiency of business decision-making and enhance the vitality of enterprise reform and development, in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the standards for corporate governance of listed companies, the rules for listing of shares on Shenzhen Stock Exchange (hereinafter referred to as the” Listing Rules “) These measures are formulated in accordance with the requirements of laws, regulations and documents such as the Tangshan Jidong Equipment And Engineering Co.Ltd(000856) articles of Association (hereinafter referred to as the “articles of association”).
Article 2 the authorization regulated in these Measures refers to the act that the board of directors entrusts the chairman and manager to exercise the functions and powers conferred by the articles of association on their behalf under certain conditions and scope.
Article 3 the basic principles of authorization management are:
(I) prudent authorization principle. The authorization shall give priority to compliance and risk control requirements, strictly control the authorization matters, and the legal functions and powers of the board of directors shall not be authorized.
(II) classification authorization principle. Authorization is divided into general authorization and temporary authorization.
(III) principle of timely adjustment. The authorization authority shall remain relatively stable within the validity period of authorization, and shall be adjusted in time according to the changes of internal and external factors.
(IV) effective monitoring principle. The board of directors shall supervise and inspect the implementation of authorization and effectively monitor the implementation of authorization.
The authorization of the board of directors shall adhere to compliance with the law, equal rights and responsibilities and controllable risks, effectively standardize the authorization procedures, implement the authorization responsibilities, improve the authorization supervision and management mechanism, realize standardized authorization, scientific authorization and appropriate authorization, and ensure the unity of decision-making quality and efficiency.
Chapter II Scope of authorization
Article 4 the board of directors shall, within the scope of decision-making matters of the board of directors specified in the articles of association, authorize matters including but not limited to general transactions or related party transactions approved by the board of directors, internal technical transformation and technical measures infrastructure projects of the company, land bidding, external donation and other matters.
Article 5 the statutory functions and powers exercised by the board of directors, the decision-making matters to be submitted to the general meeting of shareholders for deliberation, and the matters involved in the negative list of authorized matters stipulated by the superior state-owned assets supervision and administration unit shall not be authorized.
Article 6 the authorization of the board of directors is divided into general authorization and temporary authorization. General authorization refers to the authority granted by the board of directors to the manager in the detailed rules for the work of Tangshan Jidong Equipment And Engineering Co.Ltd(000856) Manager (hereinafter referred to as the “detailed rules for the work of the manager”) and other systems reviewed 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 general authorization matters shall be stipulated in the rules for the work of managers and other systems, and the formulation and revision of the rules for the work of managers shall be approved by the board of directors.
Article 8 for temporary authorization matters, specific requirements such as authorization background, authorization object, authorization matters, authorization period and exercise conditions (if necessary) 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 manager shall be studied and discussed collectively in accordance with relevant regulations, and decisions shall not be made by individual or individual solicitation of opinions. The chairman of the board of directors shall convene a special meeting for collective research and Discussion on the matters authorized by the board of directors to make decisions; For the decision-making matters authorized by the board of directors, the manager shall convene the manager’s office meeting for collective research and discussion.
Article 10 for matters with a long execution cycle, the authorized object shall report the implementation progress to the board of directors in accordance with the relevant requirements of the authorization. After the completion of the implementation, 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 has an interest in 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 terminate the relevant authorization in the following circumstances: (I) the decision-making quality of authorization 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) the implementation of the authorization system is poor, resulting in lazy exercise of authority, 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 authorization effect fails to meet the specific requirements of authorization, or other circumstances that the board of directors deems it necessary to terminate the authorization, it can be terminated in advance after being discussed and approved by the board of directors. The authorized object may also suggest the board of directors to terminate the authorization when it deems it necessary.
Article 16 in case of authorization adjustment or termination, the company 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 chairman of the board of directors or the manager really plans 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 authorized subject of the board of directors is responsible for the supervision of 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 authorized object 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 engage in operation and management, and resolutely put an end to ultra vires. At least every year, the board of directors shall report the authorization and exercise to the board of directors regularly, and the important information shall be reported in time.
Article 20 if the authorized object fails to perform his duties or fails to perform his duties correctly, or makes decisions beyond the scope of authorization, resulting in asset losses or serious adverse effects, he shall be investigated for responsibility in accordance with relevant regulations.
Article 21 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 authorization management: (I) authorization beyond the scope of authority of the board of directors;
(II) authorization under inappropriate authorization conditions;
(III) authorize the subject without undertaking ability and qualification;
(IV) failing to track, inspect, evaluate and adjust the authorized matters, and failing to timely discover and correct the improper exercise of power by the authorized object;
(V) other accountability situations stipulated by laws, administrative regulations, listing rules of the place of listing or the articles of association.
Article 22 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 working department of the board of directors is the centralized department for the management authorized by the board of directors, responsible for the implementation of specific work and providing professional support and services.
Chapter VI supplementary provisions
Article 23 matters not covered in these measures or in conflict with the laws, regulations, listing rules at the place of listing or the provisions of the articles of association and its annexes promulgated or amended after the measures come into force shall be implemented in accordance with the laws, regulations, listing rules at the place of listing or the provisions of the articles of association and its annexes. Article 24 the authorization of the board of directors to other directors or other senior managers shall be implemented with reference to these measures.
A holding subsidiary with a board of directors shall formulate the authorization management measures of the company’s board of directors with reference to these measures.
Article 25 The term “statutory authority” as mentioned in these Measures refers to the authority that the board of directors is required to perform by laws, regulations, listing rules and other external normative documents.
Article 26 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.
