Huadian Heavy Industries Co.Ltd(601226)
Management measures for authorization by the board of directors
Article 1 in order to further standardize the authorization management of the board of directors of Huadian Heavy Industries Co.Ltd(601226) (hereinafter referred to as the company), establish an authorization mechanism with prudence, balance and efficiency, and improve the decision-making quality and operation efficiency of the company, 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, the working rules of the board of directors of central enterprises (for Trial Implementation), the stock listing rules of Shanghai Stock Exchange, the Huadian Heavy Industries Co.Ltd(601226) articles of association, the rules of procedure of the Huadian Heavy Industries Co.Ltd(601226) board of directors and the working rules of the Huadian Heavy Industries Co.Ltd(601226) general manager.
Article 2 the authorization of the board of directors as mentioned in these Measures refers to the authorization of the board of directors to the general manager to exercise part of its functions and powers in accordance with the articles of association and relevant provisions without violating laws and regulations, except for matters that must be decided by the board of directors in accordance with laws, administrative regulations and company rules and regulations.
Article 3 authorization principle:
(I) legal compliance. Comply with laws and regulations and the articles of association, and the board of directors shall not authorize the general manager to exercise its statutory functions and powers.
(II) appropriate authorization. Adhere to the unity of decision-making quality and efficiency, scientifically demonstrate and reasonably determine the matters authorized by the board of directors and their amount. Major and high-risk investment projects of the company shall not be authorized. (III) dynamic adjustment. Adjust the authorization in time according to the relevant system and regulations, the actual situation of the company and the exercise of power by the general manager.
Article 4 decision making matters authorized by the board of directors:
(I) some financing matters;
(II) project construction matters, fund mobilization and use within a certain amount in the budget and other production and operation matters;
(III) some company reform matters;
(IV) some matters in which the company exercises the rights of shareholders of the invested enterprise;
(V) other matters that are not the statutory functions and powers of the board of directors as stipulated in the articles of association.
Without the consent of the board of directors, the board of directors shall not authorize the general manager to make decisions.
The board of directors shall formulate specific authorization and decision-making plans, and clarify the scope of matters, authority conditions and other contents. Article 5 the board of directors adopts the management mode of “system + scheme” for authorization. While maintaining the relative stability of the system, it meets the actual operation and management needs of the company through the dynamic adjustment of the authorization decision-making scheme of the board of directors.
Article 6 for the matters authorized by the board of directors to the general manager for decision-making, the general manager shall hold an office meeting of the general manager for research and discussion. Generally, the opinions of the chairman of the board of directors or the Secretary of the Party committee shall be listened to before decision-making. If there are different opinions, the meeting shall be postponed.
Article 7 if the general manager needs to withdraw from voting when making decisions on matters authorized by the board of directors, the matter shall be submitted to the board of directors for decision-making.
Article 8 strengthen the construction of exercise capacity. The company shall establish and improve the rules of procedure for the general manager’s office meeting.
Article 9 establish a supervision mechanism for authorized implementation. The general manager shall regularly report the exercise of power to the board of directors and timely report important situations.
Article 10 establish a dynamic adjustment mechanism for authorization. The board of directors shall strengthen tracking and supervision, regularly evaluate the implementation and implementation effect of authorization, and dynamically adjust authorization matters.
Article 11 the general manager shall perform his duties in strict accordance with the scope of authorization. If information disclosure is involved, the general manager shall timely inform the Secretary of the board of directors and the securities and legal affairs department to cooperate with the information disclosure.
Article 12 the board of directors of the company shall be responsible for the interpretation of these measures. Article 13 These Measures shall come into force after being deliberated and approved by the board of directors, and the same shall apply to amendments.
