Anhui Ankai Automobile Co.Ltd(000868)
The board of directors authorizes the management and general manager to report the working system to the board of directors
(approved at the 13th meeting of the 8th board of directors on March 18, 2022)
Chapter I General Provisions
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, clarify the matters authorized by the board of directors of Anhui Ankai Automobile Co.Ltd(000868) (hereinafter referred to as the “company”) to the management and the working procedures for the general manager to report to the board of directors, in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China and the stock listing rules of Shenzhen Stock Exchange This system is formulated in combination with the actual situation of the company, including the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange, the articles of association, the rules of procedure of the board of directors and other relevant laws, regulations and normative documents.
Article 2 the “authorization” mentioned in this system refers to 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 scope on the premise of complying with laws, regulations and normative documents. Chapter II authorization of the board of directors to the management
1、 Authorization principle
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. (II) principle of limiting the scope of authorization: the authorized matters 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 management to make decisions on the functions and powers exercised by the statutory board of directors.
(III) 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 the company’s operation and management.
2、 Scope of authorization
Article 4 the general manager shall be responsible to the board of directors and 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;
(II) organize the implementation of the company’s annual business plan and investment plan;
(III) draw up the establishment plan of the company’s internal management organization;
(IV) formulate the basic management system of the company;
(V) formulate specific rules of the company;
(VI) propose to the board of directors to appoint or dismiss the company’s deputy general manager and financial director;
(VII) decide on the appointment or dismissal of management personnel other than those who should be decided by the board of directors;
(VIII) other functions and powers authorized by the articles of association or the board of directors.
Article 5 when the company purchases or sells assets, invests (including entrusted financial management, entrusted loans, etc.), provides financial assistance, rents in or out assets, entrusts or entrusts to manage assets and businesses, grants or receives donated assets, creditor’s rights, debt restructuring, signs license agreement, transfers or assigns research and development projects and other matters, it authorizes the management to handle them when the following conditions are met at the same time:
(I) the total assets involved in the transaction (if there are both book value and assessed value, the higher one shall prevail) is less than 10% of the company’s latest audited total assets;
(II) the transaction amount (including debts and expenses) of the transaction is less than 10% of the company’s latest audited net assets, or the absolute amount does not exceed 10 million yuan;
(III) the profit generated from the transaction is less than 10% of the audited net profit of the company in the latest fiscal year, or the absolute amount does not exceed 1 million yuan;
(IV) the relevant operating income of the transaction object (such as equity) in the latest fiscal year is less than 10% of the audited operating income of the company in the latest fiscal year, or the absolute amount does not exceed 10 million yuan;
(V) the related net profit of the transaction object (such as equity) in the latest fiscal year is less than 10% of the audited net profit of the company in the latest fiscal year, or the absolute amount does not exceed 1 million yuan.
If the data involved in the above indicators is negative, the absolute value shall be taken for calculation.
Article 6 the related party transactions (except the guarantee provided by the company) with a transaction amount of less than 300000 yuan between the company and the related natural person shall be handled by the authorized management. If the transaction amount between the company and the affiliated legal person is less than 3 million yuan, or does not exceed 0.5% of the absolute value of the company’s latest audited net assets (except for the guarantee provided by the company), the management is authorized to handle it.
If the data involved in the above indicators is negative, the absolute value shall be taken for calculation.
Article 7 authorized matters are divided into long-term authorized matters and temporary authorized matters.
The long-term authorization matters are the authorization matters specified in this system, and the temporary authorization matters shall be authorized by the board of directors to the management through the resolution of the board of directors.
3、 Authorization conditions
Article 8 the management shall carry out work in strict accordance with the corresponding work rules and scope of authorization, and in the principle of diligence and responsibility. The exercise of authority shall not exceed 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 the work needs, the general manager can appropriately authorize the matters within the scope of authority.
If relevant laws, regulations and normative documents have requirements on decision-making procedures, their provisions shall prevail.
Article 9 the board of directors may adjust the authorized matters and authorities specified in this system as needed.
Article 10 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 11 before making decisions on major authorized matters, the management shall perform the pre research procedure of the party organization in accordance with the relevant provisions of the party organization.
For major matters involving the vital interests of the company’s employees, the relevant opinions or suggestions of the company’s employee congress or the trade union shall be listened to.
Chapter III General Manager’s report to the board of directors and supervision and evaluation mechanism
Article 12 the general manager shall regularly report to the board of directors and consciously accept the supervision and inspection of the board of directors.
Article 13 when the board of directors is not in session, the general manager shall regularly report to the chairman on the daily work of the company’s production and operation and asset operation.
Article 14 the general manager shall, according to the requirements of the board of directors, report to the board of directors on the company’s production and operation, major investment, major contracts, business plan for the next year and other matters. The general manager must ensure the authenticity of the report. Article 15 the consolidated statement of changes in equity and balance sheet shall be submitted to the general manager on a regular basis.
Article 16 the board of directors shall, in accordance with the relevant provisions of the articles of association, review the qualifications of senior managers and supervise the diligence obligations of senior managers.
Article 17 the board of directors shall supervise and evaluate the performance of the management.
Chapter IV supplementary provisions
Article 18 in case of matters not covered in this system or conflict with the provisions of laws and regulations, normative documents, articles of association and rules of procedure of the board of directors, the provisions of laws and regulations, normative documents, articles of association and rules of procedure of the board of directors shall prevail.
Article 19 the system shall be interpreted and revised by the board of directors, and shall be implemented after deliberation and approval by the board of directors.
