Wuhu Conch Profiles And Science Co.Ltd(000619)
Management measures authorized by the board of directors to the management
Chapter I General Provisions
Article 1 in order to further improve the corporate governance structure of Wuhu Conch Profiles And Science Co.Ltd(000619) (hereinafter referred to as the "company"), standardize the authorized management behavior of the board of directors and improve the efficiency of business decision-making, in accordance with the company law of the people's Republic of China, the governance standards of listed companies, the stock listing rules of Shenzhen Stock Exchange and other laws and regulations, the Wuhu Conch Profiles And Science Co.Ltd(000619) articles of Association (hereinafter referred to as the "articles of association") and other company systems, These measures are formulated in combination with the actual situation of the enterprise.
Article 2 the "authorization" mentioned in these Measures refers to that the board of directors authorizes the management to exercise the research and decision-making power of some decision-making matters in the functions and powers entrusted to the board of directors by the articles of association under certain conditions and scope.
Chapter II authorization principle
Article 3 the authorization of the board of directors shall adhere to the basic principles of legal compliance, equal rights and responsibilities and controllable risks. The scope and conditions of authorization must be clear and clear to avoid overlapping and conflict of functions and powers.
Article 4 the board of directors shall not authorize the statutory functions and powers, and the board of directors can only authorize the functions and powers specified in the articles of association in addition to the statutory functions and powers. Article 5 the establishment and revision of authorization measures, as well as the determination and adjustment of the scope of authorization matters, shall take effect only after being deliberated and approved by the board of directors. Under special circumstances, if the board of Directors considers that temporary authorization is necessary, it shall clarify the specific requirements such as authorization background, authorization object, authorization matters and authorization time limit in written forms such as resolution of the board of directors and power of attorney.
Chapter III Scope of authorization
Article 6 the matters authorized by the board of directors mainly include:
(I) daily production, technical transformation, management and business decision-making;
(II) asset transfer of the company and its subordinate enterprises with a single book value of less than 2 million yuan or a single batch of assets with a book value of less than 5 million yuan;
(III) main business construction projects with an investment of less than 30 million yuan and non main business construction projects with an investment of less than 10 million yuan outside the annual investment plan; (IV) large amount of capital arrangement below 5 million yuan beyond the annual capital plan of the company and its subordinate enterprises (excluding the use of funds due to the execution of contracts and agreements);
(V) other matters deemed necessary by the board of directors.
Chapter IV Management Mechanism
Article 7 the management level shall generally exercise the authorization of the board of directors by convening meetings such as the general manager's office meeting. The general manager shall convene the office meeting in accordance with the relevant provisions of the company's Wuhu Conch Profiles And Science Co.Ltd(000619) general manager's working rules; If the decision-making matters need to be approved or filed by the relevant superior departments, their provisions shall prevail. Article 8 the authorized matters decided shall be submitted to the general manager's office meeting for research and decision-making after performing the corresponding review and demonstration procedures in accordance with the relevant systems and regulations of the company. Article 9 after making decisions on the authorized matters, the management shall report the meeting resolutions or minutes of the authorized matters to the board of directors.
Article 10 after the decision-making of the authorized matters, the management, the involved functional departments or relevant units shall be responsible for organizing the implementation. For matters with a long execution cycle, the progress of implementation shall be reported to the board of directors in accordance with the relevant requirements of authorization.
Article 11 after the implementation of the decision, the management shall form written materials on the overall implementation and results according to the authorization requirements and report to the board of directors. When required by the board of directors, an interim report shall be submitted according to its requirements.
Article 12 If the authorized matter is related to the authorized object or its close relatives, the authorized object shall take the initiative to withdraw and submit the matter to the board of directors for decision.
Article 13 in case of special circumstances, it is necessary to make major adjustments to the decisions on authorized matters, or it is impossible to implement them due to major changes in the external environment, the management shall report to the board of directors in time. If necessary, it shall be submitted to the board of directors for decision-making. Chapter V Supervision and change
Article 14 the board of directors shall implement dynamic management of the authorized matters and timely adjust the scope and conditions of the authorized matters according to the exercise of power by the management, combined with the actual operation and management of the company, risk control ability, changes in internal and external environment and other conditions.
Article 15 the management level shall exercise authorization within the scope of authorized decision-making matters, organize research in combination with the actual operation and management, and gradually form a hierarchical authorization management mechanism. Article 16 the management shall consciously safeguard 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 prevent ultra vires.
Article 17 the Secretary Office of the board of directors shall strengthen the daily management of the system. In case of authorization adjustment or withdrawal, the Secretary of the board of directors shall timely formulate the change scheme of authorization decision-making according to the opinions of the board of directors, clarify the authorization contents and requirements of specific modification, explain the reasons and basis for the change, and submit it to the board of directors for deliberation and approval before amendment. Chapter VI supplementary provisions
Article 18 matters not covered in these Measures shall be implemented in accordance with relevant laws, administrative regulations, departmental rules, normative documents and the articles of Association; In case of any conflict with laws, administrative regulations, departmental rules, normative documents and the articles of association, the provisions of laws, administrative regulations, departmental rules, normative documents and the articles of association shall prevail.
Article 19 the board of directors of the company shall be responsible for the interpretation and revision of these measures.
Article 20 these Measures shall be implemented from the date of deliberation and adoption by the board of directors of the company.
