Article 1 in order to strengthen the authorization management of Guangxi Guiguan Electric Power Co.Ltd(600236) (hereinafter referred to as the company), standardize the authorization behavior of legal representatives of all departments, branches, subsidiaries or relevant personnel of the company, and effectively prevent business risks, these measures are formulated in accordance with relevant national laws, regulations and relevant provisions of the company.
Article 2 These measures are applicable to the headquarters of the company and its affiliated enterprises.
Article 3 authorization management shall follow the following principles:
(I) the principle of graded responsibility and classified management;
(II) the principles of sufficient basis, legal content and standardized procedure;
(III) the principle of serious implementation and controllable risk;
(IV) the principle of being responsible to the investors and relevant obligees of the enterprise.
Article 4 a person who has no legal labor relationship with the enterprise shall not be regarded as an authorized person unless he entrusts an intermediary to act as an agent for specific affairs.
Article 5 the legal risk control department (audit department) is the centralized department authorized by the company. The undertaking department (the sponsoring Department of authorized matters) and other functional departments shall cooperate with the legal risk control department (audit department) to carry out authorization management according to the division of responsibilities.
Article 6 responsibilities of the centralized management department:
(I) accept the authorization application of the enterprise;
(II) review the legitimacy of relevant texts according to the application;
(III) submit the text of the power of attorney with application form and relevant handling basis to the legal representative for signing and issuing;
(IV) register, number and record the power of attorney issued by the legal representative; (V) take the lead in organizing affiliated enterprises and departments to inspect and supervise the implementation of the authorization system.
Article 7 responsibilities of the undertaking department:
(I) according to business needs, apply for handling, and provide relevant basis and explanation; (II) be responsible for reviewing the necessity of handling the authorization, the authenticity of the content, and the compliance and rationality of the authorization matters (in line with the approval regulations, business norms, industry practices, etc.);
(III) be responsible for the management after the power of attorney is issued and the handling of withdrawal, cancellation, change, archiving and other matters;
(IV) inspect and supervise the execution of authorization and entrustment affairs by the authorized person of the Department, relevant authorization and entrustment matters handled by the Department and compliance with the authorization and entrustment system. Article 8 the authorizer shall, based on the principle of prudence, authorize in accordance with relevant laws and regulations and the conditions and procedures stipulated in the articles of association and other rules and regulations. Article 9 the authorized person shall exercise the agency right according to the matters, authority and time limit determined in the power of attorney, exercise due diligence and effectively safeguard the interests of the company.
Section I job authorization
Article 10 job authorization refers to the one-time authorization of the applicant for a specific position to handle multiple matters within a certain period of his term of office in order to meet the needs of the daily operation and management of the enterprise. The feature of job authorization is that multiple matters are authorized at one time. The term of job authorization generally does not exceed one year, and cannot exceed the term of office of the authorized person. Article 11 the handling of job authorization or the performance of job entrustment must have the following basis:
(I) if the entrusted matters fall within the scope of “three important and one major” decision-making, which have been adopted by the company’s shareholders’ meeting (shareholders’ meeting) / board of directors / Party group (Committee) / general manager’s office meeting, or decided by the investors of the wholly-owned enterprise, the above relevant resolutions and decisions have been formed in written documents, which are legal, compliant, effective and meet the authorization requirements;
(II) the entrusted matters do not fall within the scope of item (I) of this article, but have been approved by the legal representative on the company’s signature and other relevant internal documents;
(III) the entrusted matters do not fall within the scope of items (I) and (II) of this article, but the personnel appointment and removal documents or other company documents confirm that the matters have been approved.
The above basis must contain clear instructions on the entrusted matters. If there is no specific instruction or the instruction is not clear, job authorization shall not be handled.
Article 12 in principle, the authorized person of job authorization (including the authorized person in the case of sub entrustment) shall be the middle-level and above cadres of the enterprise. The authorized person shall not authorize the position again unless the authorized person agrees in writing.
Section II special authorization
Article 13 special authorization refers to the temporary authorization for specific matters at a specific time. The characteristic of special authorization is one thing one authorization.
Article 14 the period of special authorization shall be determined according to the specific circumstances of the authorized matters and indicated in the power of attorney, but generally not more than one year.
Article 15 Where a special authorized matter needs to go through the examination and approval procedures, the authorization can be handled only after the matter has gone through the corresponding examination and approval procedures.
Article 16 the power of attorney of special authorization can only be delegated if it indicates that it can be delegated.
Article 17 the authorization shall be terminated upon the completion of the handling of matters related to the special authorization.
Section III form of authorization
Article 18 both job authorization and special authorization shall be in the form of written power of attorney.
Article 19 a power of attorney is a legal document for the authorized person to exercise functions and powers or handle relevant affairs in the name of the enterprise or legal representative. It is a proof of the authorized person’s rights.
Article 20 the power of attorney shall specify the name and position of the legal representative, the name and position of the authorized person, the authorized matters, authority and validity period, and shall be signed or sealed by the legal representative, and then stamped with the official seal of the enterprise.
The official seal of the enterprise can be affixed after the legal representative signs or seals. It is forbidden to affix the official seal on the blank power of attorney.
Article 21 the power of attorney of the company (see Annex 1 for the format) shall be uniformly prepared and printed by the legal risk control department (audit department). Each affiliated enterprise shall specify the management department of the enterprise’s authorization, and uniformly prepare and print the enterprise’s power of attorney with reference to the company’s power of attorney.
If relevant laws and regulations and government departments have mandatory requirements on the format of the power of attorney of the legal representative, the application department or personnel shall fill in the application form for the power of attorney of the legal representative (see Annex 2 for the format) and submit the power of attorney in the above format.
Article 22 general procedures for the company’s handling of authorization:
(I) the undertaking department shall fill in the application form of power of attorney, and attach the materials on which the authorization is based (including but not limited to the various documents specified in Article 11 of these measures and the approval materials specified in Article 15 of these measures. If the authorized matters have been countersigned in other processes, the countersignature form can be copied, stamped or marked with “no difference from the original”);
(II) conduct legal review by legal department;
(III) report to the leader in charge of the undertaking department for approval;
(IV) apply to the legal representative;
(V) issue the power of attorney of the legal representative;
(VI) seal of power of attorney;
(VII) registration, numbering and filing.
Article 23 If a branch company needs authorization from the company in its operation, it shall report to the legal risk control department (audit department) of the company, and attach the documents and materials on which the authorization is based and the internal audit flow sheet of the enterprise (the scanned copy shall be stamped with the official seal of the enterprise) in accordance with these measures. Article 24 If a company leader concurrently serves as the legal representative of a subsidiary, and the subsidiary applies for the authorization of the legal representative, the power of attorney shall be handled in accordance with the authorization procedures of the concurrently serving unit.
Article 25 the authorized persons of job authorization and special authorization shall faithfully and diligently handle the entrusted matters. During and after the execution, they shall timely report the implementation to the examination and approval authority or their department for the record, and report to the authorizer at the same time.
Article 26 under any of the following circumstances, the authorizer may change or revoke the authorization:
(I) the authorized person commits an illegal, disciplinary or major ultra vires act;
(II) major business risks caused by the dereliction of duty of the authorized person;
(III) change of position (post) of the authorized person;
(IV) other circumstances under which the legal representative deems it necessary to revoke or change the authorization. Article 27 under any of the following circumstances, the authorization shall be terminated:
(I) the time limit specified in the power of attorney expires;
(II) the enterprise or department to which the authorized person belongs is revoked;
(III) the term of office of the authorized person expires;
(IV) within the authorization period, if the power of attorney needs to be reissued due to the change, the validity of the original power of attorney shall be terminated from the effective date of the changed power of attorney;
(V) other circumstances requiring termination.
Article 28 Where the authorization needs to be changed, revoked or terminated in accordance with the provisions of Articles 26 and 27, the Department of the authorized person shall timely report the relevant information to the centralized management department of authorization; The Department of the authorized person shall promptly recover the power of attorney and notify the business cooperation units that may be involved in writing.
The power of attorney for change, cancellation or termination shall be filed as required.
Article 29 the authorized person shall not commit any of the following acts:
(I) unauthorized agency, including continuing agency beyond the agency right, without the agency right or after the termination of the agency right;
(II) losses caused to the enterprise due to dereliction of duty and malfeasance in agency activities;
(III) abusing the agency power to damage the interests of the enterprise;
(IV) engaging in malpractices for personal gain in agency activities;
(V) other behaviors that cause losses to the enterprise or others.
Article 30 if the acts listed in Article 31 of these regulations do not cause losses or negative effects, the company shall remind, interview, warn and notify the responsible unit or person according to the actual situation in accordance with the relevant management regulations of the company and the management authority. If the loss of state-owned assets or other serious adverse consequences are caused, the responsible unit or person shall be dealt with accordingly in accordance with the measures for the implementation of accountability for illegal operation and investment of central enterprises (for Trial Implementation) and the relevant provisions of the company; Those involved in violation of discipline or duty shall be handed over to the discipline inspection and supervision department for handling.
Article 31 the legal risk control department (audit department) of the company shall be responsible for the interpretation of these measures. Article 32 these Measures shall come into force from the date of deliberation and adoption by the board of directors. The original measures for the administration of power of attorney of Guangxi Guiguan Electric Power Co.Ltd(600236) legal representative shall be repealed at the same time.
Attachment: 1 Power of attorney of legal representative
2. Application form for power of attorney of legal representative
Appendix 1-1
(special authorization format)
GUI Guan Xu Zi „ No.: Guangxi Guiguan Electric Power Co.Ltd(600236) legal representative: Title: Trustee: Title: authorized matters and authority: authorization period:
Guangxi Guiguan Electric Power Co.Ltd(600236)
Legal representative:
Attachment 1-2
(format of job authorization)
Xu Zi „ ‟ No. client: position: (legal representative)
Trustee: Title: affiliated unit:
Authorization matters:
XXX is hereby entrusted to sign agreements and relevant legal documents on behalf of the company in accordance with national laws, regulations and the articles of association within the scope of matters that have been legally and effectively approved by the shareholders’ meeting / board of directors / Party (Committee) / general manager’s office meeting and other institutions according to the specified procedures. The trustee may delegate the above authority.
Authorization period: from mm / DD / yyyy to mm / DD / yyyy. Within the above-mentioned period, if the trustee no longer holds the position of XXX, the authorization period shall end on the date of the change of the trustee’s position. Legal representative of XX company:
Mm / DD / yyyy remarks: 1 The person in charge of the above version of the subsidiary is the authorized object. If applicable to listed companies, the above “shareholders’ meeting / board of directors / Party committee / general manager’s office meeting” shall be replaced by “shareholders’ meeting / board of directors / Party committee / general manager’s office meeting”; If applicable to wholly-owned enterprises, replace with “shareholders / Executive Directors / Party committee / general manager office meeting, etc”; If applicable to branches, replace with ” Guangxi Guiguan Electric Power Co.Ltd(600236) XX Branch Party committee / general manager office meeting”; If applicable to the department head of the company, replace with “within the responsibility and authority of the Department, in the company’s shareholders / board of directors / Party group meeting / general manager’s office meeting, etc.” other contents are the same. 2. Generally, the authorization period shall not exceed 1 year. 3. The client may adjust the above statements according to the actual situation according to the measures.
Annex 2
Application department or application department or unit
Name of the unit reviewed by the main person in charge
Title of authorized person
Contact number of handler
Application authority: application period: approval of authorized matters: whether it has passed the review of the company’s board of directors / Party committee: □ yes □ no □ no specific description is involved (the approval period of the meeting shall be indicated, and the company’s opinion circulation form shall be attached if it is not approved at the meeting): the leader in charge of the application department / unit shall review and approve the legal risk control department (audit department) audit No.: signed by: signed on: Date: 20
