深圳市必易微电子股份有限公司 董事会议事规则 深圳市必易微电子股份有限公司 第二章 董事会的职权 第三条 董事会应当严格按照股东会和本公司《公司章程》的授权行事，不得 越权形成决议。 第四条 董事会行使下列职权： （一）召集股东会，并向股东会报告工作； （二）执行股东会的决议； （三）决定公司的经营计划和投资方案； （四）制订公司的利润分配方案和弥补亏损方案； 董事会议事规则 第一章 总则 第一条 为完善深圳市必易微电子股份有限公司（以下简称"公司"）的法人治 理结构，规范公司董事会的议事方式和决策程序，促使董事和董事会有效地履行其 职责，提高董事会规范运作和科学决策水平，根据《中华人民共和国公司法》（以 下简称"《公司法》"）和其他法律以及《深圳市必易微电子股份有限公司章程》（以 下简称"《公司章程》"），制定本规则。 第二条 董事会作为公司经营决策的常设机构，对股东会负责。 （五）制订公司增加或者减少注册资本、发行债券或其他证券及上市方案； （六）拟订公司重大收购、收购本公司股票或者合并、分立、解散及变更公司 形式的方案； （七）在股东会授权范围内，决定公司对外投资、收购出售资产、资产抵押、 深圳市必易微 ...

Group 1 - The company held its 13th meeting of the third supervisory board on July 28, 2025, with all five supervisors present, complying with relevant laws and regulations [1][2] - The supervisory board approved the proposal to cancel the supervisory board and amend the company's articles of association, which is in line with the new Company Law and aims to improve the corporate governance structure [1][2] - The proposal received unanimous support with 5 votes in favor, and it will be submitted to the shareholders' meeting for further approval [2]

General Overview - The document outlines the governance structure and operational guidelines for Shenzhen Kesi Technology Co., Ltd, emphasizing the roles and responsibilities of the general manager and senior management [1][2]. Management Structure - The company has a defined hierarchy of senior management, including a general manager, vice general managers, a financial director, and a board secretary, all appointed by the board [4][5]. - Senior management positions have a term of three years, with the possibility of reappointment [5]. Responsibilities of the General Manager - The general manager is responsible for the daily operations and management of the company, implementing board resolutions, and reporting to the board [13][15]. - The general manager has the authority to approve matters within the scope of the company's operational needs, with any actions exceeding this scope requiring board approval [14][15]. Decision-Making Process - The general manager's office meetings serve as a platform for discussing operational matters and making decisions, with the general manager presiding over these meetings [20][29]. - Decisions made in these meetings must adhere to the company's governance structure and be documented appropriately [29][30]. Reporting Obligations - The general manager is required to report regularly to the board on the company's operational status, including significant contracts and financial performance [31][32]. - Reports can be delivered verbally or in writing, depending on the board's requirements [33]. Compliance and Accountability - Senior management must comply with legal and regulatory requirements, and any violations resulting in company losses may lead to liability for damages [11][12]. - The company has established a strict work system to support the board secretary in fulfilling their duties related to information disclosure and investor relations [12][5].

Core Points - The document outlines the rules and regulations governing the Supervisory Board of Shanghai Zhengfan Technology Co., Ltd, emphasizing the importance of independent oversight to protect shareholder interests and company benefits [4][5]. Group 1: Structure and Composition - The Supervisory Board consists of three supervisors, elected by a majority vote from all supervisors [4]. - The board can appoint a chairman and a vice-chairman, with specific roles defined for each [2]. Group 2: Meeting Procedures - The Supervisory Board must hold at least one regular meeting every six months, with provisions for calling temporary meetings under certain circumstances [3][6]. - Notifications for regular meetings must be sent at least 10 days in advance, while temporary meetings require a 3-day notice [5]. Group 3: Powers and Responsibilities - The Supervisory Board has the authority to review the company's periodic reports, supervise financial activities, and propose the dismissal of directors or senior management if necessary [5]. - It can also initiate investigations into abnormal business conditions and engage professional firms for assistance, with costs covered by the company [5][9]. Group 4: Decision-Making and Record-Keeping - Decisions made during meetings require a majority vote and must be documented, including details of the meeting and the outcomes of votes [8][15]. - Meeting records must be retained for a period of 10 years, ensuring transparency and accountability [8].

General Provisions - The purpose of the work guidelines is to adapt to the needs of establishing a modern enterprise system and ensure the standardized operation of the corporate governance structure of Shanghai Phoenix Enterprise (Group) Co., Ltd [1] - The general manager is responsible for the daily management of the company under the leadership of the board of directors, executing board resolutions, and ensuring efficient operations [1][3] Appointment of General Manager - The company appoints one general manager and four deputy general managers, with the board of directors responsible for their hiring and dismissal [2] - The general manager must possess rich economic and management knowledge, strong decision-making abilities, and a commitment to integrity and innovation [2] Powers and Responsibilities of the General Manager - The general manager is responsible for organizing the company's production and management, implementing board resolutions, and reporting to the board [5] - The general manager has the authority to make decisions on external investments, asset purchases or sales, and financial matters within specified limits [5][6] Decision-Making Mechanism - The general manager convenes and presides over regular meetings to discuss important operational and management matters, with meetings typically held monthly [12][13] - The general manager has the final decision-making authority on matters discussed in meetings, ensuring that decisions align with the company's strategic goals [14] Reporting Obligations - The general manager must regularly report to the board on various aspects, including the company's long-term development plans, annual plan implementation, and significant contracts [8][15] - In case of major incidents, the general manager is required to provide timely reports to the board [8][15] Compliance and Ethics - The general manager must adhere to laws, regulations, and the company's articles of association, fulfilling duties with loyalty and diligence [20][38] - Any income derived from violations of company policies must be returned to the company, and the general manager is liable for any resulting losses [20]

General Principles - The purpose of the rules is to enhance the effectiveness of the board of directors and establish a sound corporate governance structure, ensuring efficient decision-making and legal compliance [1] - The board of directors is a permanent executive body responsible to the shareholders' meeting and exercises powers granted by law, the company charter, and the shareholders' meeting [1] Board Meeting System - Board meetings are divided into regular and temporary meetings, with at least two regular meetings held annually [2] - The board secretary is responsible for notifying directors about meetings and ensuring that all relevant documents are delivered [2][3] - Directors can attend meetings in person or delegate their voting rights to another director through a written proxy [3] Board Powers - The board has various powers, including convening shareholders' meetings, executing resolutions, deciding on business plans and investment proposals, and formulating financial budgets [4] - The board must establish strict review and decision-making procedures for significant transactions, which require expert evaluation and shareholder approval [5] Specialized Committees - The board establishes specialized committees, including an audit committee, which is responsible for reviewing financial information and overseeing audit work [7] - The strategic and sustainable development committee guides the company in formulating development strategies and assessing ESG risks [9] Decision-Making Process - Proposals for board meetings can be made by the general manager or directors, and decisions are made through a voting process [20][21] - Meeting records must be kept, detailing the proceedings and voting results, and must be signed by attendees [22][23] Chairman's Authority - The chairman of the board is responsible for presiding over meetings, ensuring the execution of board resolutions, and representing the company in legal matters [14][26]

哈尔滨东安汽车动力股份有限公司 董事会授权管理办法（2025修订） （本办法经 2025 年 2 月 24 日召开的九届九次董事会审议通过， 并于同日生效） 第一章 总则 第一条 为进一步完善哈尔滨东安汽车动力股份有限公司（以下 简称公司）的法人治理结构，建立科学、规范、高效的决策机制，保 障股东、公司和债权人的合法权益，根据《中华人民共和国公司法》、 《哈尔滨东安汽车动力股份有限公司章程》（以下简称公司章程）等 规定，制定本办法。 第二条 本办法所称授权是指董事会在不违反法律法规强制性规 定的前提下，可就职责内一定事项的决策权授予董事长、总经理等被 授权人。 第三条 本办法所涉及的董事会授权事项是指：投资项目、融资、 公司年度经营计划等事项，具体见授权事项清单（详见附件）。 第四条 本办法适用于公司董事长、总经理等相关机构和人员。 第二章 授权权限 第五条 公司董事会对董事长的授权 （一）投资 1、批准累计金额在500万元以上，8000万元以下的年度投资预算 计划（含固定资产投资和长期股权性投资）。 1 2、批准单项金额在500万元以上的计划内固定资产投资。 3、批准累计金额在8000万元以下的长期股权投资 ...