Yantai Tayho Advanced Materials Co.Ltd(002254)
The board of directors authorizes the management system to the management
Chapter I General Provisions
Article 1 in order to further improve the corporate governance structure of Yantai Tayho Advanced Materials Co.Ltd(002254) (hereinafter referred to as the “company”) and establish a scientific, standardized and efficient decision-making mechanism, in accordance with the company law of the people’s Republic of China, the stock listing rules of Shenzhen Stock Exchange, the guidelines for self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and other laws and regulations This system is formulated in accordance with the provisions of normative documents and the articles of association, rules of procedure of the board of directors and working rules of the general manager in combination with the actual situation of the company. Article 2 the “authorization” mentioned in this system refers to that the board of directors authorizes the decision-making power of some matters in its functions and powers to the management under certain conditions and within a certain scope without violating laws, regulations and normative documents.
Article 3 the authorization of the board of directors to the management shall follow the following principles:
(I) principle of prudent authorization: the authorization shall give priority to the requirements of risk prevention objectives and be strictly controlled. (II) 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. The board of directors shall not authorize the management to make decisions on the functions and powers exercised by the statutory board of directors.
(III) principle of timely adjustment: the authorized matters shall remain relatively stable within the validity period of the authorization, and shall be adjusted timely according to the changes of internal and external factors and the needs of operation and management.
Article 4 when the board of directors is not in session, the management is authorized to:
(I) preside over the production, operation and management of the company and report to the board of directors;
(II) organize the implementation of the resolutions of the board of directors, the company’s annual plan and investment plan;
(III) draw up the establishment plan of the company’s internal management organization;
(IV) formulate the basic management system of the company;
(V) formulate specific rules of the company;
(VI) propose to the board of directors to appoint or dismiss the company’s deputy general manager and financial director;
(VII) appointment or dismissal of management personnel other than those to be appointed or dismissed by the board of directors;
(VIII) decide on the foreign investment (excluding entrusted financial management, entrusted loans and securities investment, the same below) or the acquisition and sale of assets (including the purchase and sale of land use rights, the scrapping and disposal of fixed assets and the write off of bad debts; the transaction amount shall prevail for the acquisition of assets, and the book value shall prevail for the sale and disposal of assets, the same below);
(IX) project investment within the company’s main business scope and with a single amount within 5% of the absolute value of the company’s latest audited total assets;
The above transactions do not include the purchase of raw materials, fuels and power, and the sale of products, commodities and other assets related to daily operation, and do not include related party transactions (see related party transaction management system for related party transaction authorization). If the data involved in the above indicators is negative, take the absolute value for calculation;
(x) within the scope of the board of directors’ consideration of the total wages and salaries of employees, decide the salary distribution system, salary distribution assessment method and specific distribution scheme of employees other than the company’s senior managers;
（11） Cash management of the company’s own funds (mainly including the purchase of treasury bonds or guaranteed bonds, the repurchase of treasury bonds or bonds by Shanghai or Shenzhen Stock Exchange, fixed income or principal guaranteed financial products issued by commercial banks or securities companies, etc;
（12） External donations with a single amount of less than 3 million yuan;
（13） For the comprehensive credit (including separately approved bank loans) and guarantee matters approved by the board of directors and the general meeting of shareholders, fully decide and handle the mortgage and pledge procedures of relevant assets;
（14） Other functions and powers authorized by the articles of association or the board of directors.
Bank loans within the scope of comprehensive credit shall be handled by the chairman.
Article 5 authorized matters are divided into long-term authorized matters and temporary authorized matters.
The long-term authorization matters are the authorization matters specified in this system. For details, see the relevant provisions of Article 4 of this system. Temporary authorization matters shall be authorized by the board of directors to the management through resolutions of the board of directors, and the authorization contents shall be clear and specific.
Article 6 the authorized person shall carry out work in strict accordance with the corresponding work rules and scope of authorization, and in the principle of diligence and responsibility, and shall not exercise his powers beyond the scope of authorization.
In principle, the decision-making of the management on matters within the scope of authorization shall be made in the form of general manager’s office meeting. According to the work needs, the general manager can appropriately authorize the matters within the scope of authority.
If relevant laws, regulations and normative documents have requirements on decision-making procedures, their provisions shall prevail.
Article 7 the board of directors may adjust the authorized matters and authorities specified in this system as needed, but shall not violate the company law of the people’s Republic of China, the stock 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 relevant laws, regulations and regulatory documents, as well as the articles of association, rules of procedure of the board of directors and other provisions.
Article 8 when exercising their functions and powers, the management level shall not change or exceed the scope of authorization. Within the scope authorized by the board of directors, the management has the right to adjust and refine the authorized matters according to the actual situation.
When the external environment of the specific matters authorized for decision-making has changed significantly, seriously deviates from the expected effect of the decision-making matters, and the management considers it necessary, it can recommend the board of directors to withdraw or partially withdraw the authorized matters. Article 9 before making decisions on major matters authorized, the authorized person shall perform the pre research procedures of the party organization in accordance with the research and decision of the party organization, the list of pre research items, rules of procedure and other relevant provisions.
For major matters involving the vital interests of the company’s employees, the relevant opinions or suggestions of the company’s employee congress or the trade union shall be listened to.
Article 10 matters not covered in this system shall be implemented in accordance with relevant national laws, regulations, normative documents, the articles of association, the rules of procedure of the board of directors and the working rules of the general manager. If the provisions of this system are inconsistent with the laws, regulations and normative documents issued or revised by the state in the future or the provisions of the articles of association, rules of procedure of the board of directors and working rules of the general manager modified by legal procedures, the latter shall prevail, and this system shall be modified in time.
Article 11 the system shall come into force after being deliberated and approved by the board of directors.
Yantai Tayho Advanced Materials Co.Ltd(002254) April 7, 2002
enclosure:
List of authorization from the board of directors to the management
(I) preside over the production, operation and management of the company and report to the board of directors;
(II) organize the implementation of the resolutions of the board of directors, the company’s annual plan and investment plan;
(III) draw up the establishment plan of the company’s internal management organization;
(IV) formulate the basic management system of the company;
(V) formulate specific rules of the company;
(VI) the board of Directors proposes to appoint or dismiss the person in charge of finance of the company;
(VII) appointment or dismissal of management personnel other than those to be appointed or dismissed by the board of directors;
(VIII) decide on the foreign investment (excluding entrusted financial management, entrusted loans and securities investment, the same below) or the acquisition and sale of assets (including the purchase and sale of land use rights, the scrapping and disposal of fixed assets and the write off of bad debts; the transaction amount shall prevail for the acquisition of assets, and the book value shall prevail for the sale and disposal of assets, the same below);
(IX) project investment within the company’s main business scope and with a single amount within 5% of the absolute value of the company’s latest audited total assets;
The above transactions do not include the purchase of raw materials, fuels and power, and the sale of products, commodities and other assets related to daily operation, and do not include related party transactions (see related party transaction management system for related party transaction authorization).
If the data involved in the above indicators is negative, take the absolute value for calculation;
(x) within the scope of the board of directors’ consideration of the total wages and salaries of employees, decide the salary distribution system, salary distribution assessment method and specific distribution scheme of employees other than the company’s senior managers;
（11） Cash management of the company’s own funds (mainly including the purchase of treasury bonds or guaranteed bonds, the repurchase of treasury bonds or bonds by Shanghai or Shenzhen Stock Exchange, fixed income or principal guaranteed financial products issued by commercial banks or securities companies, etc;
（12） External donations with a single amount of less than 3 million yuan;
（13） For the comprehensive credit (including separately approved bank loans) and guarantee matters approved by the board of directors and the general meeting of shareholders, fully decide and handle the mortgage and pledge procedures of relevant assets;
（14） Other functions and powers authorized by the articles of association or the board of directors.
Bank loans within the scope of comprehensive credit shall be handled by the chairman.
