Dongjiang Environmental Company Limited(002672)
Authorization management system of the board of directors
Chapter I General Provisions
Article 1 in order to further improve the corporate governance structure of Dongjiang Environmental Company Limited(002672) (hereinafter referred to as “the company”) and establish a scientific, standardized and efficient decision-making mechanism, This system is formulated in accordance with the company law of the people’s Republic of China, the stock listing rules of the stock exchange of Hong Kong Limited, the stock listing rules of the Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of the Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and other laws and regulations, normative documents and the relevant provisions of the articles of association.
Article 2 the “authorization” mentioned in this system refers to that the board of directors, on the premise of not violating laws, regulations and normative documents, and in combination with the actual needs of the company’s operation and management, authorizes the management to exercise the decision-making power on some matters of its functions and powers in accordance with relevant regulations and procedures.
Article 3 the authorization of the board of directors to the management shall follow the following principles: (I) the principle of prudent authorization: the authorization shall give priority to the requirements of risk prevention, strict control and prudent authorization.
(II) principle of limiting the scope of authorization: the authorization shall be strictly limited to the scope of authority of the board of directors, and the statutory authority of the board of directors shall not be authorized to the management for decision-making.
(III) principle of timely adjustment: the authorization authority shall remain relatively stable within the validity period of the authorization, and shall be adjusted timely according to the changes of the actual situation and the needs of operation and management.
(IV) effective monitoring principle: the board of directors shall supervise and inspect the implementation of authorized matters to ensure the effective monitoring of the implementation of authorized authority.
Chapter II Scope of authorization
Article 4 authorization matters are divided into long-term authorization matters and temporary authorization matters. The long-term authorization matters are the authorization matters specified in this system; The temporary authorization matters shall be authorized by the board of directors to the management through the resolution of the board of directors, and the specific authorization contents, authorization period and other matters shall be clarified.
Article 5 matters that should be decided by the board of directors, as well as matters that need to be decided by the board of directors, such as major decisions, appointment and removal of important personnel, arrangement of major projects and operation of large amount of funds, as well as matters that need to be submitted to the general meeting of shareholders for decision, shall not be delegated to the management.
Article 6 the following matters shall be examined and approved by the management authorized by the board of directors:
(I) daily production, management and operation decision-making power (including purchasing raw materials, fuels and power, and selling products, commodities and other transactions related to daily operation). In order to improve the efficiency of decision-making, the manager can carry out specific authorization according to work needs.
(II) implement the annual production plan, investment plan, financial budget and final settlement plan and capital expenditure within the scope approved by the general meeting of shareholders and the board of directors; (III) formulate relevant systems, measures or implementation rules for the operation and management of the company based on the basic management system of the company (except those that need to be submitted to the board of directors or the general meeting of shareholders for deliberation according to relevant requirements)
(IV) implementation plan of the company’s operation and management;
(V) to appoint or dismiss persons other than heads of functional departments and branches of the company who shall be appointed or dismissed by the board of directors;
(VI) other matters authorized by the articles of association or the board of directors.
Article 7 external guarantees, entrusted financial management, external financial assistance, external entrusted loans and venture capital, regardless of the amount, must be reviewed by the board of directors. If they meet the review requirements of the general meeting of shareholders, they must also be reviewed by the general meeting of shareholders.
Chapter III authorization management and supervision
Article 8 the management shall exercise the powers conferred by the board of directors in accordance with the relevant provisions of the company. For matters within the scope of authorization, decisions can be made by means of president’s office meeting or signing and approval. Among them, the matters requiring pre research according to relevant regulations and requirements shall be submitted to the management for decision-making after completing relevant procedures.
Article 9 the management shall exercise its powers in strict accordance with the scope of authorization. Within the scope of authorization, the management has the right to adjust or refine according to the actual situation.
Article 10 after the authorized matters are decided according to the regulations, the management is responsible for organizing the implementation. After the implementation, the management will regularly report the overall implementation and results to the board of directors according to the authorization requirements.
Article 11 the board of directors has the right to dynamically adjust the authorized matters and authorities according to the actual situation, and has the right to supervise the decision-making process and implementation of the management.
Article 12 when the external environment of the authorized decision-making matter changes significantly and seriously deviates from the expected effect of the matter, the management shall submit the matter to the board of directors of the company for decision-making.
Article 13 the management shall faithfully and diligently perform their duties in strict accordance with the scope of authorization of the board of directors. If they carry out business and management activities improperly or beyond the scope of authorization, they shall make rectification in time. If the circumstances are serious, they will be investigated for responsibility in accordance with relevant regulations.
Chapter IV supplementary provisions
Article 14 matters not covered in this system shall be implemented in accordance with relevant national laws and regulations, normative documents and the relevant provisions of the articles of association. If this system is inconsistent with the laws and regulations, normative documents issued or revised by the state or the articles of association modified by legal procedures, it shall be implemented in accordance with the provisions of relevant national laws and regulations, normative documents and the articles of association.
Article 15 the system shall come into force after being reviewed and approved by the board of directors of the company. Article 16 the system shall be interpreted and revised by the board of directors of the company.
