Chapter 1 General Principles
Article 1
To improve the corporate governance structure of Shanghai Metersbonwe Fashion & Accessories Co., Ltd. (hereinafter referred to as "the Company"), strengthen internal control and risk management, enhance the Company's operational standards, and protect the legitimate rights and interests of shareholders, creditors, and other stakeholders, this system is formulated in accordance with the Company Law of the People's Republic of China (hereinafter referred to as "the Company Law"), the Securities Law of the People's Republic of China, the Shenzhen Stock Exchange Listing Rules (hereinafter referred to as "the Listing Rules"), and other relevant laws, regulations, and normative documents, as well as the Articles of Association of Shanghai Metersbonwe Fashion & Accessories Co., Ltd. (hereinafter referred to as "the Articles of Association"), combined with the actual situation of the Company.
Article 2
The term "authorization management" in this system aims to clarify the division of responsibilities and powers among the shareholders' meeting, board of directors, and chairman, including: (1) the authorization of the board of directors by the shareholders' meeting; (2) the authorization of the chairman by the board of directors; (3) other necessary authorizations in the specific operational management process of the Company.
Article 3
Authorization management shall be conducted according to the following principles: (1) Compliance with laws and regulations: Authorization must comply with relevant laws, regulations, and normative documents, follow legal procedures, and be authorized in accordance with the law; (2) Prudent authorization: Authorization should prioritize risk prevention objectives, be strictly controlled, ensure reasonable and moderate authorization, and improve decision-making efficiency; (3) Timely adjustment: Authorization provisions should remain relatively stable and continuous, and be dynamically adjusted based on changes in internal and external factors and the needs of the Company's operational development; (4) Equivalence of rights and responsibilities: Authorization should unify rights, obligations, and responsibilities, scientifically define the relationship of rights and responsibilities, standardize authorization behavior and rights operation, strengthen the equivalence of rights and responsibilities, and ensure that those with rights must bear responsibilities, those with responsibilities must take accountability, and those who fail must be held accountable; (5) Effective supervision: Authorization should establish a regular supervision and inspection mechanism to ensure that authorization is lawful and compliant, and effectively supervised.
Article 4
This system applies to the board of directors of the Company and relevant parties involved in authorization management.
Chapter 2 Basic Scope of Authorization
Article 5
The shareholders' meeting is the highest authority of the Company, exercising the powers of the shareholders' meeting as stipulated by laws, regulations, rules, normative documents, the regulatory rules of the securities regulatory authority or stock exchange where the Company's shares are listed, the Articles of Association, this system, or other management systems of the Company. The Company shall not authorize the board of directors or other institutions or individuals to exercise the statutory powers of the shareholders' meeting as stipulated by the Company Law.
Article 6
The board of directors shall, based on the actual situation of the Company, combine the principles of decision-making govern