Article 1 major measures to implement the party’s and the state’s lines, principles and policies, laws and regulations, important decisions and arrangements, national development strategies and resolutions of higher-level party organizations include:
(I) implement the “first topic” system, convey and study the spirit of important meetings and documents of the Party Central Committee, the State Council and relevant departments at higher levels, as well as the instructions and instructions of leading comrades of the Party Central Committee and the State Council, and study the opinions and measures for implementation, which shall be decided by the Party committee.
(II) major measures to supervise and ensure the company’s implementation of the decisions and arrangements of the CPC Central Committee and the resolutions of higher-level party organizations shall be made by the Party committee.
(III) the major operation and management measures to implement the decision-making and deployment of the Party Central Committee and the national development strategy shall be studied and discussed by the Party committee, deliberated by the board of directors and decided by the shareholders’ meeting.
Article 2 major decisions on Party building and other aspects shall be made by the Party committee, including: (I) key points of the Party committee’s annual work.
(II) implement the responsibility system for Party building, the assessment and evaluation of the responsibility system for Party building and the application of the results, strengthen the construction of the party’s organizational system, and promote the construction of grass-roots party organizations and the construction of Party members.
(III) strengthen the construction of the party’s work style and discipline, implement the spirit of the eight provisions of the Central Committee and its detailed rules for implementation, continue to rectify the “four ethos”, especially formalism and bureaucracy, oppose the idea and phenomenon of privilege, promote the important issues of not daring to corrupt, not wanting to corrupt, and fulfilling the main responsibility of building a clean and honest government.
(IV) review the rectification plan and implementation report of the inspection of the company by the central and superior party organizations, the inspection work plan, annual work plan and inspection work plan of the company’s Party committee, and listen to the inspection report.
(V) plan and arrangement of democratic life meeting of the company’s leading group.
(VI) important speeches and articles delivered in the name of the Party committee and important requests and reports to be submitted to the superior leading organs.
(VII) establishment, merger, change and cancellation of the company’s internal temporary deliberation and coordination organization involving party construction.
(VIII) study the establishment and implementation of the ideological responsibility system, and study the ideological work plan and work report.
(IX) political guidance of Ideological and political work and major ideological trends, major plans involved in publicity work, major matters of external publicity and press release, and disposal of major public opinion risks.
(x) commendation of advanced grass-roots party organizations, excellent party members, excellent party workers, advanced units, labor models and other advanced collectives and individuals.
（11） The establishment, system, planning, plan arrangement, commendation and other important matters of leading institutions for the construction of spiritual civilization.
（12） Important issues in the construction of enterprise culture and united front work. （13） The company undertakes the task of Rural Revitalization and major issues.
（14） Confidentiality management, national security and the construction of the people’s defense line. （15） Important issues in the work of trade unions, the Communist Youth League and other mass organizations.
Article 3 the business policy, main business adjustment, development strategic plan, business plan and investment plan of the enterprise include:
(I) the formulation and revision of the company’s main business adjustment plan, development strategy, medium and long-term development plan and three-year rolling plan shall be studied and discussed by the Party committee, deliberated by the board of directors and the board of supervisors and decided by the general meeting of shareholders.
(II) the company’s special planning and industrial planning shall be studied and discussed by the Party committee and decided by the board of directors.
(III) the company or the company authorizes the grass-roots enterprises to make decisions on the strategic cooperation framework (intention) agreements signed with relevant parties.
(IV) the annual power generation and marketing plan and adjustment of the company shall be studied and discussed by the Party committee, deliberated by the board of directors and decided by the general meeting of shareholders.
(V) the annual investment and development (early stage) plan and adjustment of the company shall be studied and discussed by the Party committee, deliberated by the board of directors and decided by the general meeting of shareholders.
(VI) the total amount of the company’s investment plan remains unchanged, the structural adjustment of the investment plan is carried out, and the chairman is authorized to make decisions.
(VII) the capital plan of the company shall be discussed by the Party committee and used for the research fund of the company.
(VIII) the company’s annual technical transformation, repair, science and technology and informatization project plan and adjustment shall be studied and discussed by the Party committee, deliberated by the board of directors and decided by the general meeting of shareholders.
(IX) the issuance and adjustment of the company’s annual comprehensive plan shall be studied and discussed by the Party committee, deliberated by the board of directors and decided by the general meeting of shareholders.
(x) the company’s annual daily related party transaction plan and adjustment shall be studied and discussed by the Party committee, deliberated by the board of directors and decided by the general meeting of shareholders.
（11） The plan and adjustment of the company’s assistance fund shall be studied and discussed by the Party committee, deliberated by the board of directors and decided by the general meeting of shareholders.
Article 4 major asset reorganization, asset disposal, property right transfer and capital operation include:
(I) preliminary internal research on the company’s restructuring, major strategic reorganization, major asset reorganization and other matters, and authorize the chairman to make decisions.
(II) the establishment of the company’s restructuring, major strategic reorganization, major asset reorganization and other matters shall be studied and discussed by the Party committee, deliberated by the board of directors and decided by the general meeting of shareholders.
(III) the company’s restructuring, major strategic reorganization, major asset reorganization and other plans shall be studied and discussed by the Party committee, deliberated by the board of directors and decided by the shareholders’ meeting.
(IV) authorize the chairman of the board of directors to make decisions on the project of merger, division, dissolution, liquidation or change of corporate form of the company.
(V) the company’s plans for merger, division, dissolution, liquidation or change of corporate form shall be studied and discussed by the Party committee, deliberated by the board of directors and decided by the shareholders’ meeting. (VI) authorize the chairman to make decisions on the establishment, merger, division, restructuring, dissolution, liquidation, cancellation, bankruptcy or change of corporate form of the company’s affiliated enterprises.
(VII) the plans for the establishment, merger, division, restructuring, dissolution, liquidation, cancellation, bankruptcy or change of corporate form of the company’s affiliated enterprises shall be studied and discussed by the Party committee, deliberated by the board of directors and decided by the general meeting of shareholders.
(VIII) authorize the general manager to make decisions on the new establishment of the articles of association of the affiliated enterprises and the revision of important contents.
(IX) authorize the chairman of the board of directors to make decisions when the company and its affiliated enterprises initiate the project of asset transfer, donated assets and other matters.
(x) if the asset (agreement or public) transfer, property right transfer or free transfer of the corresponding single (batch) asset does not exceed the following standards, it shall be studied and discussed by the Party committee and decided by the board of directors.
1. The total assets involved in the transaction (if there are both book value and assessed value, whichever is higher) account for 50% of the company’s latest audited total assets;
2. The transaction amount of the transaction (including the debts and expenses undertaken) accounts for 50% of the company’s latest audited net assets attributable to the parent company;
3. The profit generated from the transaction accounts for 50% of the audited net profit attributable to the parent company in the latest fiscal year;
4. The relevant operating income of the transaction object (such as equity) in the latest fiscal year accounts for 50% of the audited operating income of the company in the latest fiscal year;
5. The net profit related to the subject matter of the transaction (such as equity) in the latest fiscal year accounts for 50% of the audited net profit attributable to the parent company in the latest fiscal year.
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 be submitted to the general meeting of shareholders for decision-making after being deliberated and approved by the board of directors.
（11） Internal asset integration, which does not involve the main body of Guangxi Guiguan Electric Power Co.Ltd(600236) parent company, shall be studied and discussed by the Party committee and decided by the board of directors; It involves the main body of Guangxi Guiguan Electric Power Co.Ltd(600236) parent company, which is studied and discussed by the Party committee, deliberated by the board of directors and decided by the general meeting of shareholders.
（12） If the absolute value of the related party transaction with the listed company is not more than RMB 300000 and discussed by the Party committee and the listed company’s board of directors, except that the absolute value of the related party transaction is not more than RMB 300000 in the most recent period.
The company shall not directly or indirectly provide loans to directors, supervisors and senior managers.
If the transaction amount between the company and the affiliated legal person accounts for more than 0.5% of the absolute value of the company’s latest audited net assets (except for the guarantee provided by the listed company) and does not exceed more than 5% of the absolute value of the listed company’s latest audited net assets to the parent, the Party committee shall conduct pre research and discussion and the board of directors shall make decisions.
The transactions between the company and related parties (except for the guarantee provided by the listed company, the cash assets donated by the listed company and the debt simply reduced or exempted from the obligations of the listed company) that account for more than 5% of the absolute value of the latest audited net assets of the listed company shall be studied and discussed by the Party committee, deliberated by the board of directors and decided by the general meeting of shareholders.
The company provides guarantee for related parties, which shall be studied and discussed by the Party committee, deliberated by the board of directors and decided by the general meeting of shareholders.
（13） Authorize the general manager to make decisions on asset impairment, scrapping and write off matters involved in daily operation (including fixed assets, intangible assets, inventory, accounts receivable, etc.).
（14） Impairment, retirement and write off of capital assets (including large-scale capital construction, technical transformation projects, small-scale capital construction, preliminary expenses, information engineering, scientific research projects, long-term equity investment, etc.)
1. If the amount is more than 5 million yuan but not more than 20 million yuan, authorize the chairman to make decisions;
2. More than 20 million yuan, but not more than 50% of the latest audited net profit attributable to the parent company of the listed company, which shall be studied and discussed by the Party committee and decided by the board of directors;
3. More than 50% of the latest audited net profit attributable to the parent company of the listed company shall be studied and discussed by the Party committee, deliberated by the board of directors and decided by the general meeting of shareholders.
（15） The project initiation and report of the special work of asset and capital verification shall be studied and discussed by the Party committee and decided by the board of directors.
（16） The shutdown of coal-fired power units shall be studied and discussed by the Party committee, deliberated by the board of directors and the board of supervisors, and decided by the general meeting of shareholders; The chairman is authorized to make decisions to prolong the life of the unit. Article 5 annual financial budget and final accounts, profit distribution, loss recovery plans and plans for increasing or decreasing registered capital, including:
(I) the company’s annual financial budget plan and adjustment (including profit and loss, capital and capital budget), final settlement plan and report shall be studied and discussed by the Party committee, deliberated by the board of directors and the board of supervisors, and decided by the general meeting of shareholders.
(II) the company’s annual budget involves the adjustment of business indicators, budget items and amounts among grass-roots enterprises, and authorizes the general manager to make decisions.
(III) the company’s profit distribution plan and loss recovery plan shall be studied and discussed by the Party committee, deliberated by the board of directors and the board of supervisors, and decided by the general meeting of shareholders.
(IV) the profit distribution plan of the company’s holding enterprises and the profit distribution plan proposal of joint-stock enterprises, and authorize the chairman to make decisions.
(V) the company’s plan to increase or reduce its registered capital shall be studied and discussed by the Party committee, deliberated by the board of directors and decided by the general meeting of shareholders.
Article 6 major changes in accounting policies and accounting estimates that affect the profit shall not exceed 50% of the audited net profit attributable to the parent company in the latest fiscal year, which shall be studied and discussed by the Party committee in advance and decided by the board of directors and the board of supervisors; The affected profit exceeds 50% of the audited net profit attributable to the parent company in the latest fiscal year, which shall be studied and discussed by the Party committee, deliberated by the board of directors and the board of supervisors and decided by the general meeting of shareholders.
Article 7 important reform plans include:
(I) the company’s major comprehensive reform plan shall be studied and discussed by the Party committee and decided by the board of directors.
(II) the company’s special reform plan authorizes the chairman to make decisions.
Article 8 the company’s internal board of directors and management organization adjustment plan includes:
(I) the establishment and adjustment of special committees of the board of directors shall be decided by the board of directors. (II) the establishment, establishment and adjustment of the company’s internal management organization shall be studied and discussed by the Party committee and decided by the board of directors.
(III) authorize the chairman of the board of directors to make decisions on general adjustments such as the setting of departments and staffing of the company’s internal management organization.
(IV) authorize the chairman of the board of directors to make decisions on the “three fixed” plan of the grass-roots enterprises affiliated to the company.
(V) authorize the chairman of the board of directors to make decisions on the establishment, establishment and adjustment of the internal management organization of the grass-roots enterprises of the company.
(VI) the establishment, merger, change and cancellation of the company’s internal temporary deliberation and coordination organization involving major matters, and authorize the chairman to make decisions.
(VII) the establishment, merger, change and cancellation of the company’s internal temporary discussion and coordination organization involving general production and operation, and authorize the general manager to make decisions.
Article 9 the formulation of the articles of association, basic management system and decision-making plan authorized by the board of directors, including:
(I) the formulation and revision of the articles of association shall be studied and discussed by the Party committee, deliberated by the board of directors and decided by the general meeting of shareholders.
(II) the formulation and revision of the rules of procedure of the company’s general meeting of shareholders, the rules of procedure of the company’s board of directors and the rules of procedure of the company’s board of supervisors shall be studied and discussed by the Party committee, deliberated by the board of directors and the board of supervisors, and made by the general meeting of shareholders. The working system of the special committee of the board of directors, the authorization scheme and adjustment of the board of directors, the working system of the Secretary of the board of directors and other basic management systems related to the decision-making power of the board of directors, and the formulation and revision of the working rules of the general manager shall be studied and discussed by the Party committee and decided by the board of directors.
(III) the formulation and revision of the “three important and one large” system shall be studied and discussed by the Party committee and decided by the board of directors.
(IV) the power and responsibility interface, authorization scheme and adjustment between the company’s headquarters and its affiliated enterprises shall be studied and discussed by the Party committee and decided by the board of directors.
(V) the formulation and revision of the company’s Party committee’s working rules, important normative documents and important systems within the party shall be decided by the Party committee.
(VI) in addition to the production and operation system, the formulation and revision of the company’s secondary system shall authorize the chairman to make decisions.
(VII) formulate and revise the company’s production and operation level II system, and authorize the general manager to make decisions.
Article 10 major matters involving the rights and interests of employees, such as wage income distribution, democratic management, staff diversion and resettlement, include:
(I) the Party committee shall make decisions on the important policy formulation and adjustment of enterprise employment, the signing and performance of labor contracts and collective contracts, the payment of social insurance premiums and housing accumulation funds, as well as major matters involving the vital interests of workers, such as labor remuneration, welfare, training and labor safety.
(II) the company’s payroll budget plan, payroll liquidation plan and enterprise annuity plan shall authorize the chairman to make decisions.
(III) the company’s equity incentive plan and employee stock ownership plan shall be studied and discussed by the Party committee, the board of directors and supervisors
