Sichuan Chuantou Energy Co.Ltd(600674)
Management measures of the management authorized by the board of directors
(approved by the first session of the 11th board of directors on April 7, 2022)
Chapter I General Provisions
Article 1 These measures are formulated in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China and other laws and regulations, the articles of association, the rules of procedure of the board of directors and other relevant provisions in order to standardize the operation of the board of directors and the management of Sichuan Chuantou Energy Co.Ltd(600674) (hereinafter referred to as the “company”), improve the working system, and clarify the responsibilities and specific procedures of the authorized person.
Article 2 the term “authorization” as mentioned in these Measures refers to the act of the board of directors of the company to authorize the management of some of the rights in the functions and powers conferred by the articles of association on the board of directors under certain conditions and scope.
Article 3 authorization principle:
1. The statutory authority of the board of directors of the company shall not be authorized.
2. The board of directors of the company adopts the “list” control mode for the authorized matters, and makes dynamic adjustment according to the actual needs of production and operation management.
3. The authorization list shall be implemented after being deliberated and approved by the board of directors of the company. The board of directors may decide to withdraw or partially withdraw the authority granted when it deems necessary.
Chapter II Scope of authorization
Article 4 scope of authorization:
1. Decision making matters within a certain range;
2. Transactions within a certain amount;
3. Organize and implement matters in accordance with the provisions;
4. Other authorized matters listed.
Article 5 adjustment of authorization list:
During the authorization period, when the company needs the board of directors to expand or adjust the authorization authority due to changes in business development and operation management, the relevant departments shall formulate dynamic adjustment suggestions on the authorization list, which shall be submitted to the board of directors for approval after the pre research of the Party committee and the deliberation of the general manager’s office meeting.
Chapter III Organization and management of authorization
Article 6 as the main person in charge of the company’s management, the general manager of the company shall perform his duties in accordance with the provisions of the articles of association, preside over the production, operation and management of the company, organize the implementation of the resolutions of the board of directors, and perform his duties in accordance with the authorization of the board of directors and the rules of procedure of the general manager’s office meeting of the company.
Article 7 the general manager of the company shall make decisions on matters within the scope of authorization in the form of general manager’s office meeting in accordance with the regulations of the system. Matters that need to be studied and discussed by the Party committee shall be submitted to the general manager’s office meeting for decision-making after being studied and agreed by the Party committee.
Article 8 for major matters involving the vital interests of the company’s employees, we should listen to the relevant opinions or suggestions of the company’s workers’ Congress or the trade union, and perform the corresponding decision-making procedures. Article 9 for matters involving the external information disclosure of listed companies, the provisions on information disclosure shall be strictly implemented.
Chapter IV evaluation management and inspection
Article 10 the management of the company shall exercise their functions and powers faithfully and diligently in strict accordance with the scope of authorization, and shall not exceed the scope of authorization. When the external environment of the authorized decision-making matter changes, which affects the expected effect of the decision-making of the matter, or according to the judgment of the management, it is deemed that the matter really needs to be submitted to the board of directors for decision-making, the management is responsible for submitting the matter to the board of directors for decision-making in time.
Article 11 when the authorized decision-making matters are inconsistent with the company law, securities law and other laws, regulations and other normative documents, the articles of association and the company’s systems and regulations formulated later, it shall be implemented in accordance with the relevant laws, regulations and normative documents, the articles of association and the new company’s systems and regulations.
Article 12 the general manager of the company shall be responsible to the board of directors and report to the board of directors (report to the chairman when the board of directors is not in session). The board of directors shall regularly listen to the report on the implementation of the authorized matters at the annual board of directors to ensure that the authorized matters are fully and accurately implemented.
Article 13 the board of directors is the main body responsible for standardizing authorization management and has the right to supervise the decision-making process and implementation of authorized matters. If any improper exercise of power by the management is found, it shall be corrected in time.
Chapter V responsibilities
Article 14 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:
1. Authorization beyond the terms of reference of the board of directors;
2. Authorize matters unsuitable for authorization;
3. Failure to discover and correct the improper exercise of power by the authorized object in time, resulting in serious losses or further expansion of losses;
4. Other accountability situations stipulated by laws, administrative regulations or the articles of association. Article 15 if the management has the following behaviors, resulting in serious losses or other serious adverse consequences, it shall bear corresponding responsibilities:
1. Make a decision in violation of laws, administrative regulations or the articles of association within the scope of its authorization;
2. Failure to exercise or incorrect exercise of authorization leads to wrong decision-making;
3. Make decisions beyond its mandate;
4. Failure to timely discover and correct major problems in the implementation of authorized matters; 5. Other accountability situations stipulated by laws, administrative regulations or the articles of association. Chapter VI supplementary provisions
The terms “above”, “within” and “below” in Article 16 include this number; “Other”, “less than” and “more than” do not include this number.
Article 17 these Measures shall be implemented after being deliberated and approved by the board of directors of the company.
Article 18 the board of directors of the company shall be responsible for the interpretation of these measures.
enclosure:
Authorization list:
1、 Study and implement the specific work measures of the company’s annual production and operation plan and annual investment and financing plan approved by the board of directors.
2、 Study and formulate the performance appraisal scheme of the headquarters and subsidiaries of the company, and examine and approve the annual total salary and salary incentive scheme of the principals of the subsidiaries.
3、 Study and decide the division of work of the members of the company’s management team.
4、 Discuss and formulate specific regulations of the company.
5、 Study and formulate the company’s internal organizational structure and post employment plan. 6、 Study and decide the division of responsibilities of the company’s functional departments.
7、 Study, formulate or modify the company’s employee salary and welfare plan, decide the company’s employee reward and punishment, salary increase or salary reduction, and decide the company’s enterprise annuity distribution plan. 8、 Study and decide on the appointment or dismissal of personnel other than those who should be decided by the board of directors of the company, and decide on their remuneration, assessment, rewards and punishments.
9、 Study and decide on the job changes and employment and dismissal of general management personnel of the company. 10、 Study and decide the company’s employee training and other implementation plans.
11、 Study the safety production and environmental protection of the company.
12、 Convey and study the spirit of important documents and meetings of the superior, and listen to the report of important work.
13、 Review the articles of association of each holding and participating company.
14、 Review the purchase and sale of major assets, transactions, external guarantees and related party transactions that need to be submitted to the board of directors for consideration under the criteria specified in the rules of procedure of the board of directors of the company.
15、 Other matters to be studied and handled at the general manager’s office meeting. It mainly includes: 1 Study and decide the major issues and other matters that need to be reported to the board of directors and the board of supervisors, the Party committee and the employee congress.
2. Study and implement the matters authorized by the board of directors of the company to be handled by the general manager.
3. Study and decide on the matters to be submitted to shareholders for research and decision in the articles of association of each holding and participating company.
4. Study the matters that need to be submitted to the general manager’s office meeting for research in the company’s basic management system and specific regulations.
5. Study other important problems that must be solved in time in the daily operation and management of the company.
6. Implement other matters decided by the general manager’s office meeting in accordance with the provisions of the company law, the guidelines for the governance of listed companies, the articles of association and so on.
