Management measures authorized by the board of directors to the management
Chapter I General Provisions
Article 1 in order to strictly implement the responsibility of the management to the board of directors, urge the management to perform the responsibility of organizing and implementing the resolutions of the board of directors, strengthen work supervision, and ensure the management to exercise the functions and powers of operation and management according to law, these measures are formulated in accordance with the requirements of the company law of the people's Republic of China, the articles of association and the detailed rules for the work of Nanjing Baose Co.Ltd(300402) General Manager (hereinafter referred to as the "detailed rules for the work of general manager") and in combination with the actual situation of the company.
Article 2 the "authorization" mentioned in these Measures refers to that the board of directors authorizes the management to exercise the decision-making power of some matters in the functions and powers entrusted to the board of directors by the articles of association under certain conditions and scope.
Article 3 the basic principles of the board of directors' authorization to the management:
(I) principle of legal authorization. The board of directors may authorize part of the functions and powers specified in the articles of association other than the statutory functions and powers, and shall not authorize those that belong to the statutory functions and powers of the board of directors;
(II) principle of appropriate authorization. The management shall carry out operation and management activities according to law within the scope of authorization, and the risks of operation and management shall be consistent with its ability to control risks;
(III) the principle of unity of responsibility and power. Authorization and responsibility, authorization and responsibility are unified.
Chapter II Management of authorized matters
Article 4 the scope of matters authorized by the board of directors to the management:
The scope of matters authorized by the board of directors to the management refers to authorizing the operation and management matters such as foreign investment, acquisition and sale of assets, asset mortgage, external guarantee, entrusted financial management and related party transactions within a certain limit within the scope of decision-making matters of the board of directors stipulated in the company law and other relevant laws and regulations and the articles of association.
Article 5 the authorization of the board of directors is divided into general authorization and special authorization. General authorization refers to the decision-making matters stipulated in the articles of association, general manager's working rules and the company's internal control system; Special authorization means that the board of directors authorizes the management on other matters through resolutions of the board of directors according to actual needs.
Article 6 the board of directors adopts the management mode of combining the system with the list. On the premise of maintaining the relative stability of the system, through the dynamic adjustment of the list of authorized matters, it can improve the decision-making efficiency and better meet the actual needs of the company's production, operation and management.
Article 7 the board of directors may decide to withdraw or partially withdraw the authority granted when it deems necessary; The chairman may suggest the board of directors to withdraw or partially withdraw the authority that has been granted when he deems it necessary.
Article 8 the list of matters authorized by the board of directors shall be adjusted according to the following procedures:
(I) for the adjustment of authority within the scope authorized by the board of directors, the relevant departments shall propose topics, which shall be studied and discussed at the general manager's office meeting and submitted to the chairman for approval. The approved adjustment shall be reported to the board of directors for filing.
(II) matters beyond the scope authorized by the board of directors shall be submitted to the board of directors for deliberation.
Article 9 for matters within the scope of authorization, the management shall implement corresponding decision-making methods in accordance with the general manager's working rules. Among them, the matters that need to be pre deliberated by the Party committee need to be studied and agreed by the Party committee before making decisions. If the major interests of the company's employees are involved, the relevant opinions and suggestions of the employee congress or the labor union shall be listened to.
Article 10 in addition to the authorized matters, the relevant departments of the company shall put forward motions for the matters requiring the authorization of the general meeting of shareholders and the board of directors, which shall be reviewed and drafted by the office of the board of directors, reviewed and approved by the general meeting of shareholders and the board of directors, and promulgated and implemented in the form of resolutions and decisions.
Article 11 the authorization shall be terminated under the following circumstances:
(I) the authorized items are completed or cancelled;
(II) the company's management or board of Directors proposes to terminate the authorization with the approval of the original approval procedure;
(III) the management cannot normally exercise their authority;
(IV) other circumstances requiring termination.
Article 12 the change, revocation and termination of authorization shall be issued in writing after being reviewed and approved by the original authorization approval procedure.
Chapter III Reporting Mechanism of the management
Article 13 the general manager of the company, as the representative of the management, shall perform his duties in accordance with the provisions of the articles of association, preside over the production and operation management of the company, organize the implementation of the resolutions of the board of directors, and exercise his powers and perform his duties in accordance with the authorization of the board of directors and the procedures for exercising his powers and performing his duties specified in the working rules of the general manager.
Article 14 the management shall report to the chairman and the board of directors in accordance with the general manager's responsibility to the board of directors and reporting to the board of directors.
Article 15 the management shall exercise their functions and powers and engage in business management in strict accordance with the law and prudently within the scope of authorization. If they act beyond their authority in violation of laws and regulations, securities regulatory rules, the articles of association and these measures, which affects the company's reputation or causes economic losses, the company has the right to investigate the legal responsibilities of the relevant responsible persons, including but not limited to warning, circulating a notice of criticism Remove from office or claim compensation for economic losses.
Article 16 when the external environment of the authorized decision-making matter changes significantly, which seriously deviates from the expected effect of the decision-making, the management is responsible for submitting the matter to the board of directors for decision-making.
Chapter IV supplementary provisions
Article 17 matters not covered in these Measures shall be implemented in accordance with relevant national laws, regulations, normative documents and the articles of Association; In case of any inconsistency between these measures and relevant laws, regulations, normative documents and the articles of association, the relevant laws, regulations, normative documents and the articles of association shall prevail; In case of any conflict between these measures and the laws, regulations, normative documents issued by the state in the future or the articles of association modified by legal procedures, the provisions of relevant national laws, regulations, normative documents and the articles of association shall be implemented, and these Measures shall be revised in time and submitted to the board of directors for deliberation and approval.
Article 18 the board of directors of the company shall be responsible for the interpretation of these measures.
Article 19 These Measures shall come into force and be implemented as of the date when they are deliberated and adopted by the board of directors of the company.
