SEP(SH:600021) Zheng Quan Zhi Xing·2025-03-31 11:22Core Viewpoint - The announcement details the revisions made to the Board of Directors' Rules of Procedure for Shanghai Electric Power Co., Ltd., aimed at enhancing corporate governance in accordance with new regulations and internal practices [1][18]. Summary by Sections Major Revisions - The revisions include the establishment of a decision-making authority for the Chairman and General Manager, requiring the Board to approve a list of authorized decision-making matters [1][3]. - The requirement for directors to personally sign written confirmations for periodic reports has been emphasized, prohibiting delegation of this responsibility [1][11]. Comparison of Revisions - The previous rule mandated that matters requiring Board decisions must be reviewed by the Board to ensure decision-making authority [2]. - The revised rule maintains this requirement while allowing the Board to authorize the Chairman and General Manager for specific decision-making within the scope of shareholder meeting authorizations [2][3]. Investment Authorization - Specific investment thresholds have been established for various projects, such as: - Investments in subsidiaries with registered capital below 500 million yuan require Board approval if the capital is below 30 million yuan [3][5]. - Investments in domestic infrastructure projects below 1.8 billion yuan require Chairman approval, while those below 100 million yuan can be approved by the General Manager [4][5]. - For mergers and acquisitions, transactions below 400 million yuan require Chairman approval [5][6]. Financial Management - The rules specify that the General Manager can approve annual operating expense plans after Board approval, ensuring that financial management aligns with corporate governance standards [8][9]. - The Chairman has the authority to adjust long-term loan limits by no more than 10% within the approved annual budget [8][9]. Governance Structure - The revisions include a new chapter dedicated to the appointment and dismissal of senior management, enhancing clarity in governance [10]. - The rules also stipulate that the Board must adhere to relevant laws and regulations when approving related party transactions [10][12]. Meeting Procedures - The revised rules outline procedures for convening Board meetings, including conditions under which meetings must be called within five working days [11][12]. - Proposals that are not approved cannot be re-evaluated within a month unless significant changes occur [14][15]. Conclusion - The revised Board Rules have been approved by the Board and are pending shareholder approval, reflecting a commitment to improved governance practices [18].