Document No.: zhkj2153 version / number of modifications: A / 1
Authorization management system of the board of directors
Prepared by he Junli reviewed by He Hao
Approved by Pan Lichun release date: April 20, 2022
The copyright of this document belongs to the company and cannot be copied or quoted without permission
catalogue
1. Purpose 32. Scope of application 33. Normative references 34. Terms and definitions 35. Responsibilities 36. Authorization management procedure four
6.1 flow chart of authorization management procedure four
6.2 process description 47. Exercise management 58. Special authorization 69. Accountability 610. Relevant / supporting documents 611. Subordinate documents derived from this document 612. Record 613. Supplementary Provisions 714. Document revision record seven
Annex 1 list of authorized matters and authorities of the board of Directors eight
Annex 2 power of attorney 161. Purpose
In order to improve the decision-making mechanism of the board of directors, standardize the authorization management of the board of directors, scientifically allocate the decision-making power, further clarify the decision-making authority of the chairman, CEO and President / CEO, and improve the efficiency of business decision-making, this document is formulated in combination with the actual situation of the company. 2. Scope of application
This document is applicable to Unittec Co.Ltd(000925) . The board of directors of subordinate holding subsidiaries can formulate their own authorization management system of the board of directors in accordance with the management system of branches and subsidiaries and the articles of association of subsidiaries and with reference to this document. 3. Normative references: Company Law, securities law, listing rules of Shenzhen Stock Exchange, self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, Unittec Co.Ltd(000925) articles of association 4 Terms and definitions
(1) The authorization mentioned in this document refers to some matters that the board of directors of the company will have the authority of the board of directors in accordance with relevant laws and regulations and other normative documents and the articles of association, that is, the daily operation right, payment approval right, rule and system formulation right stipulated in the articles of association and other relevant internal management systems, as well as the decision-making power, personnel power, decision-making power, etc. of non daily transactions such as investment and asset disposal within certain conditions and scope The decision-making power on some matters involving the rights of shareholders of the invested enterprise shall be granted to the business partner Committee, chairman, CEO and President / CEO respectively.
(2) The term “exercise” as mentioned in this document refers to the behavior of the business partner Committee, chairman, CEO and President / CEO to exercise the delegated functions and powers according to the requirements of the board of directors.
(3) Basic authorization refers to the authorization determined by the company’s rules and regulations.
(4) Special authorization refers to the authorization determined by a written power of attorney in addition to the basic authorization. 5. Responsibilities
(1) Board of directors: review the authorization management system, and decide or adjust the authorization matters and specific authorities within its scope of authority according to the actual situation of the company.
(2) Authorized person: engage in production, operation and management within the scope of authorization, and bear corresponding responsibilities for decisions under authorization.
(3) Secretary of the board of directors: assist the board of directors in authorization management, formulate authorization management plan, organize and track the exercise of authorization by the board of directors, and organize the supervision and inspection of authorization matters.
(4) Office of the board of directors: it is the centralized Department of management authorized by the board of directors, responsible for the implementation of specific work and providing professional support and services. File and keep the power of attorney of the company’s management personnel. 6. Authorization management procedure
6.1 flow chart of authorization management procedure
Flow chart of authorization management procedure of the board of directors
Authorized person or institution Board Office Board Secretary board input / output document
start
Authorization management system
Authorization matters and authority
Authorization scheme review yes
no
Review opinion board process board resolution
Exercise process
Exercise Report
Hearing and deliberating reports
Tissue examination
6.2 process description
(1) The authorization of the board of directors follows the principles of authorization within the main business, no authorization for non main business, decentralization within the plan, centralization outside the plan, system control, full knowledge, equal responsibilities and rights, and proper authorization. The board of directors may adjust the authorized matters and authorities in due time according to the actual situation of the company. See Annex 1 for the list of authorized matters and authorities of the board of directors.
(2) The authorized person shall exercise his rights in accordance with the articles of association and relevant provisions of this document, shall not damage the interests of the company, and shall bear corresponding responsibilities for the decisions under the authorization. If the authorized matters meet the information disclosure standards of the stock listing rules of Shenzhen Stock Exchange, the obligation of information disclosure shall be performed in time.
(3) The company shall establish an exercise reporting system.
The Vice President shall regularly report to the President / CEO on the exercise of the delegated authority; The President / CEO and CFO shall regularly report the exercise of the delegated authority to the CEO. The CEO and the Secretary of the board of directors shall regularly report the exercise of the delegated authority to the chairman. In principle, it shall not be less than twice a year.
(4) The Secretary of the board of directors shall organize the supervision and inspection of authorized matters according to the requirements of the board of directors. 7. Exercise management
(1) The power and authority granted by the board of directors to the chairman and other authorized persons. The authorized persons shall establish a management system and internal control system including management measures, implementation rules, workflow and other contents to standardize the support and guarantee for the decision-making matters of the board of directors and serve as the internal management for the authorized matters of the board of directors.
(2) The decision-making power granted to the chairman on important personnel, asset write off, foreign investment, major non daily business transactions, annual extrabudgetary funds, shareholders’ rights of the invested enterprise, etc. shall be collectively deliberated at the general manager’s office meeting;
The decision-making power of specific regulations and related party transactions below Designated Size granted to the CEO shall be collectively deliberated at the general manager’s office meeting;
The decision-making power of daily transactions granted to the President / CEO is generally supported and guaranteed by the standardized workflow, but the President / CEO can hold an office meeting of the general manager for collective deliberation when he thinks it necessary;
Minutes of the above-mentioned meetings shall be made. After the meeting, the minutes shall be sorted out, countersigned by the participants and signed by the authorized person of the chairman, and then distributed and archived.
(3) Before the authorization matters are submitted to the general manager’s office meeting for decision-making, the corresponding work flow shall be performed in accordance with the regulations. After the decision is made, the chairman and other authorized persons shall sign and issue the minutes of the meeting or sign relevant documents as proof of the performance of the corresponding authority.
(4) If the matters formulated or deliberated by the board of directors of a subsidiary reach the scope of authority of the shareholders (meeting) of the subsidiary, they shall be reported to the office meeting of the general manager of the company for deliberation and approval. Once the deliberation authority of the board of directors or the general meeting of shareholders is reached, it shall be reported to the office of the board of directors of the company to perform the corresponding deliberation procedures.
8. Special authorization
(1) When the chairman and other authorized persons are unable to perform their duties for a long time due to official duties or special reasons, they can authorize other directors or senior managers to perform their functions and powers by means of meeting (I sign the minutes of meeting) or written authorization. When the chairman and other authorized persons are able to perform their duties, the trustee shall report the results of exercising authority on their behalf to the authorized persons respectively.
(2) Due to geographical reasons, if the chairman and other authorized persons cannot arrive at the site to exercise their functions and powers and sign relevant documents, they can authorize relevant personnel to exercise their functions and powers and sign relevant documents on their behalf by means of meeting (I sign the minutes of meeting) or written authorization.
(3) The meeting minutes or written power of attorney specially authorized shall be reported to the office of the board of directors for filing.
See Annex 2 for the format of power of attorney.
9. Accountability
Authorized personnel at all levels must strictly engage in operation and management within the scope of authorization, and resolutely put an end to ultra vires. If the illegal decision-making causes losses or serious adverse effects to the company, the board of directors shall criticize and warn the main responsible person until he is relieved of his post, and require him to compensate for the losses. 10. Relevant / supporting documents
Serial number file name
1 Unittec Co.Ltd(000925) articles of association and annexes
This document needs to refer to the company’s documents. 11. Subordinate documents derived from this document
Serial number document name document number
1. Working rules of general manager zhkh2154
Describe more detailed documents such as work instructions derived from this document. 12. Records
Serial number record name record format number retention Department retention period
1. List of authorized matters and authorities of the board of directors zhkj215301 permanent office of the board of directors
2 power of attorney zhkj215302 permanent office of the board of directors
Describe the tables generated by this document. 13. Supplementary provisions
1. The “above” and “below” mentioned in this document include this number, and the “over” and “below” do not include this number. 2. In case of any matters not covered in this document or conflict with the provisions of the national laws, regulations, departmental rules or the articles of Association issued or modified after the effectiveness of this document, the provisions of the relevant national laws, regulations, departmental rules and the articles of association shall prevail.
3. This document is prepared and interpreted by the office of the board of directors.
4. This document shall come into force and be implemented after being deliberated and approved by more than half of the directors of the board of directors.
14. Document revision record
Version date modified by
A / 0.1 initial document on March 22, 2022 Shen Fangxi
A / 0.2 2022-4-1 modify 6.2 (3), 7 (2) and Annex 1 according to the comments of senior management review. Shen Fangxi
A / 1 was considered at the 10th meeting of the 8th board of directors on April 20, 2022 and officially released. Ge Jiangxin
Annex 1 list of authorized matters and authorities of the board of directors
Table No.: zhkj215301 No.: 202204201
Permission assignment
Category President / CEO chairman Business Partner Committee Board of directors general meeting of shareholders authorization
Strategic objectives, medium and long-term strategic planning and investment plans assist the implementation organization in making decisions
year
