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华塑控股: 董事会授权管理办法(2025年修订)

Core Viewpoint - The document outlines the authorization management measures of Huashu Holdings Co., Ltd., aimed at improving corporate governance and decision-making efficiency while ensuring compliance with relevant laws and regulations [1][2]. Group 1: General Principles - The authorization is defined as the delegation of certain decision-making powers from the board of directors to the chairman and management team, adhering to established decision-making procedures and management systems [1][2]. - Authorization management should follow principles such as prudent authorization, timely adjustment, unity of power and responsibility, and a combination of delegation and supervision [1][2]. Group 2: Authorization Scope - Authorized matters are strictly limited to the scope defined by the shareholders' meeting and cannot exceed the board's legal powers [2]. - The board's authorized matters include investments within certain limits, property changes, related transactions, asset purchases or sales, and the selection of intermediary institutions [2]. Group 3: Authorization Procedures - The board adopts a "system + list" management model for authorization, allowing for dynamic adjustments to improve decision-making efficiency [3]. - Authorization lists must be discussed by the party organization before being approved by the board [3]. - The board retains the right to adjust authorized matters and can revoke or suspend permissions as necessary [3][4]. Group 4: Authorization Management Mechanism - Authorized individuals must conduct collective discussions in accordance with the "three major one big" decision-making system and cannot make decisions individually [4]. - Authorized individuals are required to report annually on the execution of authorized matters to the board [4]. - Individuals must strictly adhere to the authorization scope and bear responsibility for any losses caused by improper exercise of authority [4].