Star Lake Bioscience Co.Inc.Zhaoqing Guangdong(600866)
Measures for the administration of authorization by the board of directors (for Trial Implementation)
(March 25, 2002 Star Lake Bioscience Co.Inc.Zhaoqing Guangdong(600866) the 10th board of directors
(formulated at the 15th meeting of the board of directors)
Chapter I General Provisions
Article 1 in order to standardize the authorization management of the board of directors of Star Lake Bioscience Co.Inc.Zhaoqing Guangdong(600866) (hereinafter referred to as the company), establish a scientific and efficient authorization management system, continuously improve business vitality and decision-making efficiency, 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 guidelines for the governance of listed companies and other laws and regulations, as well as the Star Lake Bioscience Co.Inc.Zhaoqing Guangdong(600866) articles of Association (hereinafter referred to as the articles of association).
Article 2 the term “authorization” as mentioned in these Measures refers to the act that the authorized subject entrusts other subjects to exercise the functions and powers conferred by laws, administrative regulations and the articles of association within a certain range and time.
Article 3 the office of the board of directors is the centralized Department of authorization management, which is responsible for the implementation of specific work and providing professional support and services.
Chapter II authorization principle
Article 4 the basic principles of authorization management are:
（1） Prudent authorization principle. Authorization shall adhere to the basic principles of compliance according to law, equal rights and responsibilities and controllable risk, give priority to the requirements of risk prevention objectives, strictly control, and realize standardized authorization, scientific authorization and adaptive authorization.
（2） Timely adjustment principle. The authorization shall remain relatively stable within the validity period, and the authorization authority shall be adjusted in time according to the changes of internal and external factors and the needs of operation and management.
(III) the principle of unification of rights and responsibilities. In the process of authorization implementation, we should earnestly implement the authorization responsibility of the board of directors, adhere to the responsibility of authorization, and strengthen supervision and inspection.
(IV) principle of quality and efficiency. The authorization shall be based on the actual situation, in accordance with the principle of the unity of decision-making quality and efficiency, and scientifically verify and reasonably determine the decision-making matters and authority division standards according to the operation and management status, asset liability scale and asset quality, business load degree, risk control ability, etc.
Chapter III Scope of authorization
Article 5 the authorized matters of the board of directors are to authorize the chairman or general manager to make decisions on some of the decision-making matters within the scope of the decision-making matters of the board of directors specified in the articles of association. The comprehensive deliberative bodies and relevant functional departments in the company, which are not composed of directors, are not legal corporate governance subjects and shall not undertake the authorization of the board of directors. For decision-making matters approved by the board of directors or the authorized object of the board of directors, directors or other personnel may be authorized to sign relevant documents on behalf of the company.
Article 6 the specific functions and powers of the board of directors specified in the company law shall not be authorized; The functions and powers of the board of directors required to be implemented in accordance with the requirements of the reform of state-owned enterprises and the functions and powers required to be exercised by the board of directors in person by the general meeting of shareholders of the company shall not be authorized.
Article 7 the board of directors shall authorize other matters beyond the functions and powers of the chairman and the general manager specified in the articles of association by means of meeting resolution, and specify the specific requirements such as authorization background, authorization object, authorization matters, exercise conditions and termination period.
Chapter IV authorization procedures
Article 8 the board of directors shall formulate or revise the authorization scheme according to the articles of association and authorization system, and clarify the specific contents and operational requirements of authorization, such as authorization purpose, authorization object, authority standard, specific matters, exercise requirements, authorization period, change conditions, etc. The authorization scheme shall be examined and approved by the board of directors after the pre research and discussion of the Party committee.
Article 9 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 V authorization management
Article 10 the board of directors shall implement dynamic management on the authorized matters according to the exercise of the authorized object and in combination with the actual operation and management of the company, risk control ability, changes in internal and external environment and other conditions, and timely change the scope, standards and requirements of the authorization to ensure that the authorization is reasonable, controllable and efficient.
Article 11 in case of an emergency and the company will suffer heavy losses if no immediate response measures are taken, the chairman of the board of directors has the right to take immediate emergency measures to deal with the company’s affairs in a special manner in accordance with the laws and regulations and the interests of the company. After the above special disposal measures are taken, the chairman of the board of directors shall timely report in writing to the board of directors and the general meeting of shareholders and explain the emergency measures taken. The aforesaid functions and powers of the chairman shall not be delegated to other personnel.
Article 12 the decision-making matters authorized by the board of directors to the chairman and general manager shall not be made by individual or individual consultation. 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; The general manager shall convene the general manager’s office meeting for collective research and Discussion on the matters authorized by the board of directors to the general manager for decision-making. The Party committee of the company shall conduct pre research and discussion as required. If the authorization involves the vital interests of the company’s employees, the relevant opinions or suggestions of the company’s employee congress or the labor union shall be listened to. Article 13 the board of directors of the company may adjust the authorization in due time according to the needs and actual conditions. In case of any of the following circumstances, the board of directors may adjust or even revoke the authorization: (I) the decision-making quality of authorized 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) poor implementation of authorization system, 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) major adjustment of the company’s organizational structure and management system;
(V) other circumstances that the board of directors deems necessary to be changed.
Article 14 the authorization period expires naturally. If it is necessary to continue the authorization, the decision-making procedure shall be performed again. If the authorization effect fails to meet the specific requirements of authorization, or other situations that the board of Directors considers that the authorization should be withdrawn, it can be terminated in advance after being discussed and approved by the board of directors. When the authorized object deems it necessary, it can also suggest the board of directors to withdraw or partially withdraw the delegated authority, or submit the matters authorized by the board of directors to the board of directors for decision-making.
Article 15 if the authorized object can delegate due to work needs, it shall perform the relevant specified procedures. If the authorization is changed or terminated, the sublicense shall be changed or terminated accordingly. The delegated authority shall not be delegated again.
Chapter VI Supervision and responsibility
Article 16 the board of directors is the main body responsible for standardizing the authorization management and is responsible for supervising the authorization 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 persons who violate the rules and regulations shall be criticized, warned and dismissed.
Article 17 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, be faithful, diligent and conscientious, and resolutely put an end to the exercise of ultra vires. If the authorized object exercises its rights in violation of regulations, resulting in serious losses to the company, it shall bear corresponding responsibilities.
Chapter VII supplementary provisions
Article 18 matters not covered in these Measures shall be implemented in accordance with relevant national laws, regulations and the articles of Association; In case of any conflict between these measures and the laws and regulations promulgated by the state in the future or the articles of association modified by legal procedures, the provisions of relevant national laws, regulations and the articles of association shall prevail.
Article 19 These Measures shall be interpreted and revised by the board of directors of the company and shall take effect from the date of deliberation and adoption by the board of directors.
