Yunnan Energy Investment Co.Ltd(002053)
Authorization management system of the board of directors
Chapter I General Provisions
Article 1 in order to further improve the corporate governance structure of Yunnan Energy Investment Co.Ltd(002053) (hereinafter referred to as “the company”), improve the standard operation level of the company, promote the management to exercise their powers and perform their duties according to law, improve the efficiency of business decision-making and enhance the vitality of reform and development of the company, This system is formulated in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the Listing Rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and other laws, regulations and normative documents, as well as the Yunnan Energy Investment Co.Ltd(002053) articles of Association (hereinafter referred to as the articles of association) and the rules of procedure of Yunnan Energy Investment Co.Ltd(002053) board of directors.
Article 2 the authorization mentioned in this system refers to the act that the board of directors of the company grants the decision-making power of some matters within the powers conferred by laws, administrative regulations and the articles of association to the management under certain conditions and scope without violating the mandatory provisions of laws and regulations.
Article 3 basic principles of authorization management:
(I) prudent authorization principle. The authorization of the board of directors shall adhere to the principles of legal compliance and risk control, give priority to the requirements of risk prevention objectives and strictly control them;
(II) the principle of limiting the scope of authorization. The authorization shall be strictly limited to the scope authorized by the general meeting of shareholders to the board of directors, and shall not exceed the scope authorized by the general meeting of shareholders to the board of directors; Any statutory authority of the board of directors shall not be delegated to the management;
(III) principle of equal rights and responsibilities. Adhere to the unity of rights, obligations and responsibilities, and the scope of authorization of the authorized object by the board of directors should be commensurate with its responsibilities;
(IV) dynamic adjustment principle. The authorized matters shall remain relatively stable within the validity period of the authorization, and can be dynamically adjusted in time according to the changes of internal and external factors and the needs of operation and management;
(V) principle of effective monitoring. The board of directors shall supervise and inspect the implementation of authorization to ensure the effective monitoring of the implementation of authorization.
Chapter II basic scope of authorization
Article 4 the matters that should be decided by the board of directors, as well as the matters that need to be decided by the board of directors such as major decisions, appointment and removal of important personnel, arrangement of major projects and operation of large amount of funds, as well as the matters that need to be submitted to the general meeting of shareholders for decision, shall not be delegated to the management.
Article 5 the board of directors shall authorize the management to make decisions on the following matters in combination with the actual situation, in accordance with the principle of the unity of decision-making quality and efficiency, and in accordance with the operation and management status and risk control ability:
(I) daily production, management and operation decision-making power (including purchasing raw materials, fuels and power, and selling products, commodities and other transactions related to daily operation). In order to improve the efficiency of decision-making, the management can carry out specific authorization according to work needs;
(II) implement the annual production plan, investment plan, financial budget and final settlement plan and capital expenditure within the scope approved by the general meeting of shareholders and the board of directors;
(III) draft the company’s basic management system and decide on the company’s specific rules and regulations;
(IV) draw up the establishment plan of the company’s internal management organization;
(V) to appoint or dismiss persons other than heads of functional departments and branches of the company who shall be appointed or dismissed by the board of directors;
(VI) other functions and powers authorized by the articles of association or the board of directors.
Article 6 external guarantees, entrusted financial management, external financial assistance, external entrusted loans and venture capital, regardless of the amount, must be reviewed by the board of directors. If they meet the review requirements of the general meeting of shareholders, they must also be reviewed by the general meeting of shareholders.
Chapter III authorization management
Article 7 the authorization of the board of directors is divided into regular authorization and temporary authorization. Conventional authorization refers to the authority granted by the board of directors to the authorized object in the articles of association, working rules of the general manager, this system and other basic management systems of the company; Temporary authorization means that the board of directors authorizes the management through the resolution of the board of directors to clarify the specific authorization content, authorization period and other matters.
Article 8 the management shall exercise the powers conferred by the board of directors in accordance with the relevant provisions of the company. Decisions on matters within the scope of authorization shall be made by means of general manager office meeting, etc. Among them, the 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. 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 employee congress or the labor union. If the decision-making matters need to be approved or filed by the relevant superior departments, their provisions shall prevail.
Article 9 the management shall exercise its powers in strict accordance with the scope of authorization. Within the scope of authorization, the management has the right to adjust and refine the authorized matters according to the actual situation.
After the authorized matters are decided according to the regulations, the authorized object, functional department or relevant responsible unit shall be responsible for organizing the implementation. In the process of implementation, the implementation departments, units and personnel shall be diligent and conscientious. For matters with a long execution cycle, the progress of implementation shall be reported to the board of directors in accordance with the relevant requirements of authorization. After the implementation, the authorized object shall report the overall implementation and results to the board of directors.
Article 10 if the authorized matters need to be adjusted or cannot be implemented due to major changes in the external environment, the management shall report to the board of directors in time and submit it to the board of directors for re decision if necessary.
Chapter IV Supervision and adjustment
Article 11 the board of directors has the right to dynamically adjust the authorized matters and authorities according to the actual situation, and has the right to supervise the decision-making process and implementation of the management. The board of directors shall strengthen the supervision of authorization, regularly track and grasp the implementation of authorization matters, implement dynamic management of authorization matters according to the exercise of authorization objects, and timely change the scope, standards and requirements of authorization according to the actual operation and management of the company, risk control ability, changes in internal and external environment and other conditions, so as to ensure that the authorization is reasonable, controllable and efficient.
Article 12 the authorization expires naturally. If it is necessary to continue the authorization, the decision-making procedure shall be performed again. If the authorization effect fails to meet the authorization requirements, or there are other situations that the board of Directors considers that the authorization should be withdrawn, it can be terminated in advance after being studied and approved by the board of directors. The authorized object may also apply for withdrawal of relevant authorization when it deems it necessary.
Article 13 in case of authorization adjustment or withdrawal, the authorization change plan shall be formulated in time according to the needs, specify the specific change contents and requirements, explain the reasons and basis for the change, and submit it to the board of directors for decision.
Chapter V responsibilities
Article 14 the board of directors is the responsible subject of authorized management and is responsible for supervising the authorized 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 15 the strategic investment and securities affairs department is the centralized department for the authorization management of the board of directors and assists the board of directors in the authorization management.
Organize and track the implementation of the authorized matters of the board of directors, and prepare for the supervision and inspection of the authorized matters.
Article 16 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 authorization;
(II) failure to exercise or incorrect exercise of authorization, resulting in wrong decision-making;
(III) making decisions beyond the scope of 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.
Article 17 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) under inappropriate authorization conditions;
(III) authorize the subject without undertaking ability and qualification;
(IV) failure to track, inspect 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.
Chapter VI supplementary provisions
Article 18 in case of matters not covered in this system or conflict with laws and regulations, normative documents, articles of association or other basic management systems, the provisions of laws and regulations, normative documents, articles of association or other basic management systems shall prevail.
Article 19 “below” and “within” mentioned in this system do not include this number.
Article 20 the system shall come into force after being reviewed and approved by the board of directors of the company, and shall be interpreted and revised by the board of directors.
