Article 1 in order to thoroughly implement Xi Jinping the thought of socialism with Chinese characteristics in the new era, improve the modern enterprise system with Chinese characteristics, standardize the authorized management behavior of the board of directors, promote the operation and management to exercise their powers and perform their duties according to law, improve the efficiency of operation and decision-making, and enhance the vitality of reform and development, according to the relevant provisions of the company law of the people’s Republic of China, These measures are formulated in accordance with the requirements of the standards for the governance of listed companies, the Listing Rules of Shanghai Stock Exchange, the Guangxi Guiguan Electric Power Co.Ltd(600236) articles of Association (hereinafter referred to as the “articles of association”) and in combination with the actual situation of the company.
Article 2 during the authorization process of the board of directors of the company, these Measures shall apply to the formulation, exercise, implementation, supervision, change and other management behaviors.
Article 3 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 certain conditions and scope. The term “exercise” as mentioned in these Measures refers to the behavior of the authorized object to exercise the entrusted functions and powers according to the requirements of the authorized subject.
Article 4 the authorization of the board of directors shall adhere to the basic principles of legal compliance, equal rights and responsibilities and controllable risks, so as to realize standardized authorization, scientific authorization and appropriate authorization. In the process of authorization implementation, the board of directors shall earnestly implement the authorization responsibility, the authorization is not exempt from responsibility, strengthen supervision and inspection, and dynamically adjust the authorization according to the exercise of power. Authorization is not equivalent to decentralization.
Article 5 the board of directors shall, in accordance with the provisions of the articles of association and the actual needs of business decisions, delegate some functions and powers to the chairman and the general manager. The company’s internal comprehensive deliberation bodies and relevant functional departments composed of non directors are not legal corporate governance subjects and shall not undertake decision-making authorization.
Article 6 the board of directors shall authorize in accordance with the principle of the unity of decision-making quality and efficiency, and scientifically demonstrate and reasonably determine the authorized 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., so as to prevent illegal authorization and excessive authorization. For new business, non main business and high-risk matters, as well as matters with prominent problems found in relevant inspections, discipline inspection and supervision, audit and other supervision and inspection, careful authorization and strict authorization shall be adopted. Article 7 the statutory functions and powers exercised by the board of directors mainly include:
(I) convene the general meeting of shareholders and report to the general meeting;
(II) implement the resolutions of the general meeting of shareholders;
(III) decide on the company’s business plan and investment plan;
(IV) formulate the company’s annual financial budget plan and final settlement plan;
(V) formulate the company’s profit distribution plan and loss recovery plan;
(VI) formulate the company’s plans for increasing or reducing its registered capital, issuing bonds or other securities and listing;
(VII) draw up plans for the company’s major acquisition, acquisition of the company’s shares, merger, division, dissolution and change of company form;
(VIII) if the transactions of the company (transactions defined in the stock listing rules of Shanghai Stock Exchange, except the provision of guarantee and financial assistance) fail to meet the following standards, the board of directors has the right to make a decision:
1. The total assets involved in the transaction (if there are both book value and assessed value, whichever is higher) account for more than 50% of the total assets of the listed company in the latest audit;
2. The transaction amount of the transaction (including the debts and expenses undertaken) accounts for more than 50% of the latest audited net assets of the listed company, and the absolute amount exceeds 50 million yuan; 3. The profit generated from the transaction accounts for more than 50% of the audited net profit of the listed company in the latest fiscal year, and the absolute amount exceeds 5 million yuan;
4. The relevant operating income of the transaction object (such as equity) in the latest fiscal year accounts for more than 50% of the audited operating income of the listed company in the latest fiscal year, and the absolute amount exceeds 50 million yuan;
5. The related net profit of the transaction object (such as equity) in the latest fiscal year accounts for more than 50% of the audited net profit of the listed company in the latest fiscal year, and the absolute amount exceeds 5 million yuan.
If the data involved in the above indicators is negative, the absolute value shall be taken for calculation.
If it exceeds one of the above standards, it shall also be submitted to the general meeting of shareholders for deliberation and decision after being deliberated and adopted by the board of directors;
(IX) decide on the establishment of the company’s internal management organization;
(x) decide on the appointment or dismissal of the general manager, the Secretary of the board of directors and other senior managers of the company, and decide on their remuneration, rewards and punishments; According to the nomination of the general manager, decide to appoint or dismiss the company’s deputy general manager, chief accountant (person in charge of Finance), general legal adviser and other senior managers, and decide on their remuneration, rewards and punishments;
（11） Formulate the basic management system of the company;
（12） Formulate the amendment plan of the articles of Association;
（13） Manage the information disclosure of the company;
（14） Propose to the general meeting of shareholders to hire or replace the accounting firm performing the audit of the company;
（15） Listen to the work report of the general manager of the company and check the work of the general manager; （16） Review the connected transactions with connected natural persons with a transaction amount of more than 300000 yuan, and review the connected transactions with connected legal persons with a transaction amount of more than 3 million yuan and accounting for more than 0.5% of the absolute value of the company’s latest audited net assets. Related party transactions between the company and related parties with a transaction amount of more than 30 million yuan and accounting for more than 5% of the absolute value of the company’s latest audited net assets shall also be submitted to the general meeting of shareholders for deliberation and decision after being deliberated and approved by the board of directors;
（17） Decide on the external guarantee matters of the company other than those that should be decided by the general meeting of shareholders in accordance with the articles of association, relevant laws and regulations and normative documents;
（18） Review and approve the company’s financial assistance, but if the financial assistance belongs to one of the following circumstances, it shall also be submitted to the general meeting of shareholders for deliberation after the deliberation and approval of the board of directors:
1. The amount of single financial assistance exceeds 10% of the company’s latest audited net assets;
2. The latest financial statement data of the funded object shows that the asset liability ratio exceeds 70%;
3. The cumulative amount of financial assistance in the last 12 months exceeds 10% of the company’s latest audited net assets;
4. Other circumstances stipulated by Shanghai Stock Exchange.
If the object of subsidy is the holding subsidiary within the scope of the company’s consolidated statements, and the other shareholders of the holding subsidiary do not include the controlling shareholders, actual controllers and their affiliates of the company, they may be exempted from submitting to the general meeting of shareholders for deliberation.
（19） Other functions and powers authorized by laws, administrative regulations, departmental rules or the articles of association and the general meeting of shareholders.
When deciding on major issues of the company, the board of directors shall listen to the opinions of the Party committee of the company in advance. The company insists on managing the enterprise according to law and implements the general legal adviser system. If the matters considered by the board of directors involve legal issues, the general legal adviser shall attend the meeting as nonvoting delegates and put forward legal opinions. （20） External guarantee that fails to meet one of the following standards:
1. Any guarantee provided after the total external guarantee of the company and its holding subsidiaries exceeds 50% of the latest audited net assets;
2. Any guarantee provided after the total amount of external guarantee of the company exceeds 30% of the total assets audited in the latest period;
3. The guarantee amount of the company within one year exceeds 30% of the company’s latest audited total assets;
4. The guarantee provided for the guarantee object whose asset liability ratio exceeds 70%;
5. The amount of a single guarantee exceeds 10% of the latest audited net assets;
6. Guarantee provided to shareholders, actual controllers and their related parties.
Article 8 the decision-making matters authorized by the board of directors to the chairman and general manager are generally not studied and discussed by the Party committee, but should be studied and discussed collectively in accordance with the relevant provisions of the “three important and one large” decision-making system.
For the matters authorized by the board of directors to be decided by the chairman, the chairman shall generally convene a special meeting for collective research and discussion, and the members of the leading group may participate or attend as nonvoting delegates according to the contents of the topic; Before the meeting, the management shall generally study the decision-making matters authorized by the chairman in advance and put forward clear opinions and suggestions.
The general manager’s decision-making matters authorized by the board of directors are generally studied and discussed in the form of general manager’s office meeting and other meetings. Generally, the opinions of the chairman of the board of directors shall be listened to before decision-making, and the meeting shall be postponed in case of disagreement. Due to special needs of work, the chairman may attend the general manager’s office meeting as a nonvoting delegate. Article 9 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, exercise conditions, termination period and so on in written forms such as resolution of the board of directors and power of attorney.
Article 10 if the authorized matter is related to the authorized object or its relatives, the authorized object shall take the initiative to withdraw and submit the matter to the board of directors for decision.
Article 11 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.
Article 12 the board of directors shall strengthen the supervision of authorization, regularly track and grasp the decision-making and implementation of authorization matters, timely organize special supervision and inspection of authorization matters, and evaluate the exercise effect. According to the exercise of the authorized object, combined with the actual operation and management of the company, risk control ability, changes in internal and external environment and other conditions, implement dynamic management of the authorized matters, and timely change the scope, standards and requirements of the authorization to ensure that the authorization is reasonable, controllable and efficient.
Article 13 the board of directors may regularly make unified changes to the authorized decision-making scheme or change it in real time as needed. In case of the following circumstances, the board of directors shall study and judge in time, and may adjust or withdraw the relevant authorization when necessary:
(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) the authorized object’s personnel are adjusted;
(V) other circumstances that the board of directors deems necessary to be changed.
Article 14 in case of authorization adjustment or withdrawal, the change plan of authorization decision-making shall be formulated in time, the authorization content and requirements of specific modification shall be clarified, and the reasons and basis for the change shall be explained, which shall be submitted to the Party group for pre study and discussion, and then decided by the board of directors.
Article 15 if the chairman and general manager really plan to delegate due to work needs, they shall report the specific reasons, objects, contents and time limit of the delegation to the board of directors, and perform the relevant specified procedures with the consent of the board of directors. If the authorization is changed or terminated, the sublicense shall be changed or terminated accordingly. The delegated authority shall not be delegated again.
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 personnel who violate the regulations shall be criticized, warned or even dismissed.
Article 17 the office and the securities capital department are the centralized departments for the authorization management of the board of directors, which are specifically responsible for formulating the authorization decision-making plan, providing professional support and services, organizing and tracking the exercise of the authorization of the board of directors, and preparing for the supervision and inspection of the authorization matters. Article 18 the chairman, general manager and other authorized objects shall, in line with the principle of safeguarding the legitimate rights and interests of investors and the company, make decisions strictly within the scope of authorization, faithfully and diligently engage in operation and management, and resolutely prevent ultra vires. Establish and improve the reporting mechanism, report the authorization and exercise to the board of directors at least every half a year, and report important situations in time. Article 19 If the authorized object commits any of the following acts, resulting in serious losses or other serious adverse consequences, it shall bear corresponding responsibilities:
(I) make decisions in violation of laws, administrative regulations or the articles of association within the scope of its authorization;
(II) failure to exercise or incorrect exercise of authorization, resulting in wrong decision-making;
(III) making decisions beyond the scope of its authorization;
(IV) failure to timely discover and correct major problems in the implementation of authorized matters; (V) other accountability situations stipulated by laws, administrative regulations or the articles of association. If the company suffers serious losses or other serious adverse effects due to the incorrect implementation of the authorized decisions, the relevant executive departments shall bear corresponding responsibilities, and the authorized object shall bear the leadership responsibility.
Article 20 in case of major problems in the authorized decision-making matters, the responsibility of the board of directors as the authorized subject shall not be exempted. The board of directors shall bear corresponding responsibilities for the following acts in authorized management:
(I) authorization beyond the terms of reference of the board of directors;
(II) authorization under inappropriate authorization conditions;
(III) authorize the subject without undertaking ability and qualification;
(IV) failure to track, inspect, evaluate and adjust the authorized matters, and failure to timely discover and correct the improper exercise of power by the authorized object, resulting in serious losses or further expansion of losses;
(V) other accountability situations stipulated by laws, administrative regulations or the articles of association. Article 21 after the preliminary study and discussion of the Party committee, the measures shall be deliberated and decided by the board of directors. The list of authorized matters shall be consistent with the articles of association, the company’s “three important and one large” and the list of important decision-making matters.
Article 22 these Measures shall be interpreted by the office of the company.
Article 23 these Measures shall come into force as of the date of deliberation and adoption by the board of directors.
Attachment: Guangxi Guiguan Electric Power Co.Ltd(600236) list of authorized items of the board of directors (Trial)
