China Camc Engineering Co.Ltd(002051)
Authorization management system of the board of directors
Chapter I General Provisions
Article 1 in order to further improve the corporate governance structure of China Camc Engineering Co.Ltd(002051) (hereinafter referred to as the company), improve the standard operation level of the company, promote the managers 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, In accordance with the company law of the people’s Republic of China, the securities 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 laws and regulations This system is formulated in accordance with the provisions of normative documents, the articles of association of China Camc Engineering Co.Ltd(002051) (hereinafter referred to as the articles of association) and the rules of procedure of China Camc Engineering Co.Ltd(002051) board of directors.
Article 2 the authorization mentioned in this system means that the board of directors of the company grants the decision-making power of some matters within the authority of the board of directors to the management under certain conditions and within a certain 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;
(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; The statutory functions and powers 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 shall be consistent 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 wages;
(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 Scope of authorization
Article 4 the board of directors, in combination with the company’s development strategy and business practice, comprehensively considers the risk degree of authorized matters, and authorizes the management to make decisions on the following matters, including transaction matters, foreign investment, signing of business contracts, financial assistance, asset mortgage, related party transactions, department function adjustment, specific operation and management systems, employee wages, benefits Reward and punishment regulations, division of labor and authority arrangement of management members, etc.
Article 5 the board of directors authorizes the management to exercise the following functions and powers:
(I) purchase or sale of assets, gift or gift of assets, creditor’s rights or debt restructuring and other transactions that meet all the following conditions:
1. If the total assets involved in the transaction are less than 10% of the company’s total assets audited in the latest period, and the total assets involved in the transaction have both book value and assessed value, the higher one shall be taken as the calculation data;
2. The relevant operating income of the transaction object (such as equity) in the latest fiscal year is less than 10% of the audited operating income of the company in the latest fiscal year, or the absolute amount does not exceed 10 million yuan;
3. The relevant net profit of the transaction object (such as equity) in the latest fiscal year is less than 10% of the audited net profit of the company in the latest fiscal year, or the absolute amount does not exceed 1 million yuan;
4. The transaction amount (including debts and expenses) of the transaction is less than 10% of the company’s latest audited net assets, or the absolute amount does not exceed 10 million yuan;
5. The profit generated from the transaction is less than 10% of the audited net profit of the company in the latest fiscal year, or the absolute amount is no more than 1 million yuan.
If the data involved in the above index calculation is negative, take its absolute value for calculation.
(II) Foreign Investment: foreign investment in which the transaction amount of a single project (including debts and expenses) is less than 10% of the company’s latest audited net assets. (except those that shall be decided by the general meeting of shareholders in accordance with the articles of association and relevant provisions of Shenzhen Stock Exchange).
If the total annual transaction amount of the above foreign investment (including debts and expenses) exceeds 30% of the company’s latest audited net assets, it shall be submitted to the board of directors for deliberation.
(III) disposal of non current assets: the company disposes of non current assets with a book value of no more than 30 million yuan.
(IV) signing of business contracts: contracts whose contract amount is less than 50% of the company’s audited total operating revenue in the latest fiscal year.
(V) financial assistance: provide loans to the holding subsidiaries within the scope of the company’s consolidated statements with a shareholding ratio of more than 50%.
(VI) fund payment related to production and operation.
(VII) asset mortgage and pledge: mortgage and pledge for the company’s own debts. The accumulated amount of mortgage and pledge shall not exceed 10% of the company’s latest audited net assets.
(VIII) related party transactions:
1. The transaction amount between the company and related natural persons is less than 300000 yuan;
2. The amount of transactions between the company and related legal persons is less than 3 million yuan, or does not exceed 0.5% of the absolute value of the company’s latest audited net assets.
(IX) formulate specific operation and management regulations and management measures of the company.
(x) formulate functional management sub strategies for the company’s scientific and technological development, corporate culture, capital operation, human resources, informatization, financial management, internal control and compliance, and approve the strategic plan of the subsidiary.
（11） Formulate the company’s salary, welfare, reward and punishment regulations and employee salary assessment methods (XII) and determine the division of labor and terms of reference of management members.
（13） Adjust some responsibilities when the organization remains unchanged.
Chapter III authorization management
Article 6 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 refers to the authorization of the board of directors when considering specific matters.
Article 7 for temporary authorization, the specific requirements such as authorization background, authorization object, authorization matters, exercise conditions and termination period shall be specified in written forms such as resolutions of the board of directors and power of attorney.
Article 8 the authorized person shall carry out work in strict accordance with the corresponding work rules and scope of authorization, in the principle of diligence and responsibility, shall not exceed the scope of authorization, regularly report the authorization and exercise to the board of directors, and timely report important information.
Article 9 the authorized person shall perform the pre research and discussion procedures of the company’s Party committee in accordance with the “three important and one large” of the company’s Party committee and the rules of procedure. 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 the decision of the management level on matters within the scope of authorization shall be made in the form of general manager office meeting, etc. According to the work needs and actual situation, the manager can refine the authorized matters. Article 11 the board of directors may adjust the authorized matters and authorities specified in these measures as needed. The general manager may suggest the board of directors to withdraw or partially withdraw the delegated authority when he deems it necessary.
Article 12 the board of directors has the right to supervise the decision-making process and implementation of the authorized person, and listen to the report of the authorized person on the exercise of power.
Article 13 in case of any of the following conditions, the authorization shall be terminated:
(I) the authorization period expires and terminates naturally;
(II) the authorization is revoked;
(III) other circumstances requiring termination.
If it is necessary to continue authorization, the decision-making procedures of the board of directors shall be performed again.
Article 14 the Secretary of the board of directors shall assist the board of directors in authorization management. The office of the board of directors is the centralized department for the work authorized by the board of directors, responsible for the implementation of specific work and providing professional support and services.
Chapter IV responsibilities
Article 15 the board of directors is the main body responsible for standardizing the authorization management and is responsible for supervising the authorization 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.
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 its authorization;
(II) failure to exercise or incorrect exercise of authorization, resulting in wrong decision-making;
(III) make decisions beyond the scope of its authorization.
Article 17 the board of directors shall bear corresponding responsibilities for the following acts in the authorization management: (I) authorization beyond the scope of authority of the board of directors;
(II) authorization under inappropriate authorization conditions.
Chapter V 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 the system shall come into force after being reviewed and approved by the board of directors of the company.
Article 20 the system shall be interpreted and revised by the office of the board of directors of the company.
