天虹股份: 董事会授权管理制度（2025年修订）

Core Points - The document outlines the authorization management system of Tianhong Digital Commerce Co., Ltd, aiming to enhance decision-making efficiency and protect the rights of the company, shareholders, and creditors [1][2] - The authorization process involves the board delegating powers to the chairman and general manager under specific conditions, ensuring compliance with laws and regulations [1][2] - The board emphasizes principles such as risk prevention, limited authorization scope, timely adjustments, effective monitoring, and a balance between checks and efficiency [2][4] Authorization Principles - Authorization should prioritize risk prevention and be strictly controlled [2] - The scope of authorization must remain within the limits set by the shareholders' meeting and not exceed the board's legal powers [2] - Authorization permissions should remain stable but can be adjusted based on internal and external changes [2] - The board is responsible for monitoring the execution of authorized powers to ensure effective oversight [2] Authorization Scope and Duration - The chairman acts as the legal representative of the company within the powers defined by laws and the company's articles [4] - The board employs a "system + list" management model for authorizing the general manager, enhancing decision-making efficiency [4] - Authorization matters are categorized into long-term and temporary authorizations, with long-term matters defined by institutional regulations [4] Management and Supervision - Authorized individuals must adhere to relevant rules and management systems when exercising their powers [5] - The board can dynamically adjust authorization matters and has the right to supervise the decision-making process [5][6] Responsibilities - The board is the primary entity responsible for regulating authorization management and must correct any improper actions by authorized individuals [8] - Authorized individuals must act within their limits and report regularly to the board on their actions [8] - Serious consequences resulting from unauthorized actions or failure to act correctly will lead to accountability for the responsible parties [8][9] Miscellaneous - Any unresolved issues or conflicts with future laws or regulations will be governed by those laws or regulations [10] - The board is responsible for revising and interpreting this system, which takes effect upon approval [10]