China Aluminum International Engineering Corporation Limited(601068)
Working rules of the president
(reviewed and approved at the 9th meeting of the second board of directors on June 18, 2015, and revised at the 15th meeting of the third board of directors on October 26, 2018 and the 43rd meeting of the third board of directors on January 28, 2022)
Chapter I General Provisions
Article 1 in order to improve the governance of China Aluminum International Engineering Corporation Limited(601068) (hereinafter referred to as the company) and standardize the duties, authorities and working procedures of the president, in accordance with the company law of the people’s Republic of China (hereinafter referred to as the company law) and other relevant laws, administrative regulations and the China Aluminum International Engineering Corporation Limited(601068) articles of Association (hereinafter referred to as the articles of association) The detailed rules are formulated in accordance with the measures for the administration of authorization by the board of directors of the company (hereinafter referred to as the measures for the administration of authorization by the board of directors of the company) and the detailed rules for the implementation of the China Aluminum International Engineering Corporation Limited(601068) “three important and one large” decision-making system (hereinafter referred to as the detailed rules for the implementation of the “three important and one large” decision-making system of the company).
Article 2 These rules follow the principle of “standardized decision-making, reasonable authorization, scientific and efficient, and unified rights and responsibilities”, and are applicable to the president, vice president, chief financial officer and other personnel.
Chapter II General Provisions
Article 3 the President shall exercise the functions and powers granted by the board of directors and other functions and powers specified in national laws, administrative regulations and the articles of association, be responsible to the board of directors, report to the board of directors and the chairman, and accept the supervision and management of the board of directors.
Article 4 the company shall have a president who shall be appointed or dismissed by the board of directors; The company has three to five vice presidents, who are nominated by the president and appointed or dismissed by the board of directors. A director may concurrently serve as the president (except the chairman) or other senior managers. The company sets up vice president, chief financial officer, Secretary of the board of directors and other senior management positions as needed to assist the president in his work.
Article 5 the company law stipulates that those who are not allowed to serve as senior managers of the company and those who are determined to be prohibited from entering the market by the securities regulatory authority, and the prohibition has not been lifted, shall not serve as the president of the company.
Persons who hold positions other than directors in the controlling shareholder or actual controller of the company shall not serve as senior managers of the company.
Article 6 The term of office of the president is three years and can be reappointed.
Article 7 the President shall attend the meeting of the board of directors; Non director presidents have no voting rights at board meetings.
Article 8 the members of the company’s management team shall abide by the provisions of relevant laws, administrative regulations and the articles of association, perform the obligations of integrity and diligence, and safeguard the interests of the company.
Chapter III Duties and obligations of the president
Article 9 in accordance with the provisions of the company law, the articles of association and the measures for the administration of authorization by the board of directors, the President shall perform the following duties:
(I) preside over the production and operation management of the company and report to the board of directors; (II) organize the implementation of the resolutions of the board of directors, the company’s annual business plan and investment plan;
(III) draw up the company’s annual financial budget plan and final account plan, and put forward suggestions to the board of directors;
(IV) draft the company’s basic management system and internal management organization setting plan;
(V) formulate specific operation rules and regulations of the company;
(VI) propose to the board of directors to appoint or dismiss the vice president, chief financial officer and other senior managers;
(VII) appoint or dismiss the responsible management personnel other than those who should be appointed or dismissed by the board of directors;
(VIII) propose to convene an interim meeting of the board of directors;
(IX) decide other matters of the company within the scope authorized by the board of directors; (x) other functions and powers granted by the articles of association and the board of directors.
The vice president assists the president in his work and may exercise part of the powers of the president as entrusted by the president.
Article 10 the President shall perform the following obligations:
(I) abide by national laws, administrative regulations and relevant provisions of the company;
(II) be loyal and diligent to the company and the board of directors, and safeguard the interests of investors and the company;
(III) conscientiously perform their duties, implement the decisions of the Party committee and the resolutions and requirements of the board of directors, and complete their annual and term business performance assessment indicators and the company’s business plan; (IV) report the production and operation of the company and the implementation of the resolutions of the board of directors to the board of directors as required, and accept the evaluation, assessment, reward and punishment of the board of directors;
(V) consciously accept the supervision and inspection of the board of supervisors and listen to the opinions and suggestions of the board of supervisors;
(VI) earnestly perform the safety and environmental protection management responsibilities specified in the safety production law, the environmental protection law, the Interim Measures for the supervision and administration of safety production of central enterprises and the company’s safety and environmental protection system.
Chapter IV president’s meeting
Article 11 as the person in charge of the operation of the company, the President shall perform his duties in accordance with the provisions of the articles of association, preside over the production, operation and management of the company, organize the implementation of the resolutions of the board of directors, and exercise his duties in accordance with the authorization of the board of directors. Through the president’s meeting, the president will study and decide on the company’s operation and management matters, coordinate, inspect and supervise the production, operation, reform and management of various departments, member enterprises and invested enterprises, and put forward suggestions on matters related to the company’s exercise of shareholders’ rights of invested enterprises.
Article 12 the matters decided by the president’s board of directors shall be determined in accordance with the authorization management measures of the company’s board of directors and the detailed rules for the implementation of the company’s “three important and one large” decision-making system.
Article 13 the president’s meeting shall be convened and presided over by the president. If the president is unable to perform his duties for some reason, he may entrust the vice president to preside on his behalf. The time and topics of the meeting shall be determined by the president.
Article 14 the participants of the president’s meeting are the company’s vice president, chief financial officer, President’s assistant, general legal adviser and other relevant personnel. Relevant departments and units shall attend as nonvoting delegates. The specific scope of participants shall be determined by the president according to the needs of the meeting’s research matters. Secretary of the Party committee, chairman, deputy secretary of the Party committee, Secretary of the Discipline Inspection Commission, member of the Party committee or its entrusted personnel and Secretary of the board of directors may attend the meeting as required.
Article 15 the president’s Office (Office of the board of directors) is responsible for the organization of the meeting. After the president approves the agenda, attendees, time and place of the president’s meeting, the attendees shall be notified one day in advance, and the meeting topics and discussion materials shall be delivered together.
Article 16 when the president’s meeting discusses issues involving individual members of the meeting, the parties shall withdraw.
Article 17 for the topics submitted to the president’s meeting for research, the vice president in charge shall convene relevant departments (units) to coordinate and study the matters in charge in advance, form proposals and sign opinions.
Article 18 the president’s meeting shall follow the principle of democratic centralism. On the basis of promoting democracy, the President shall make decisions, review opinions, and form minutes of the president’s meeting, which shall be signed by the president and read by the chairman. The president’s Office (Office of the board of directors) shall assign special personnel to take charge of the minutes of the president’s meeting and keep them properly. The meeting minutes mainly include:
(I) meeting type, meeting time, time and place;
(II) host and name of participants;
(III) topics of the meeting;
(IV) decisions.
Article 19 the documents and rules and regulations to be submitted to the superior unit shall be signed by the president. The documents and rules and regulations submitted to the superior unit and issued by the Department may be signed by the vice president authorized by the president. If the matters to be considered by the president’s meeting need to be submitted to the board of directors and / or the general meeting of shareholders for consideration in accordance with relevant laws and regulations, listing rules of the place of listing, etc., they shall be submitted to the board of directors and / or the general meeting of shareholders for approval after being considered and approved by the president’s meeting.
Article 20 the personnel participating in the president’s meeting shall strictly enforce the confidentiality discipline, and shall not disclose and disseminate the meeting contents and agreed matters without permission.
Chapter V president’s office meeting
Article 21 with the authorization of the president, the vice president of the company may convene the president’s office meeting within the scope of authority and according to the needs of work. The scope of attendees shall be determined by the convener of the meeting according to the needs of research matters.
The president can also hold the president’s office meeting, listen to the special work report, and deploy and arrange the special work.
Article 22 the minutes of the president’s office meeting shall be formed, reviewed and signed by the convener of the meeting, and printed and distributed after being reviewed and approved by the president.
Chapter VI reporting system
Article 23 the President shall report to the board of directors annually or irregularly, report the authorization and exercise of power at least every half a year, and report important information in time. The report includes but is not limited to the following contents:
(I) implementation of resolutions of the board of directors;
(II) implementation of matters authorized by the board of directors to the president;
(III) implementation of the company’s annual plan and problems and Countermeasures in daily operation;
(IV) fund utilization, profit and loss of the company;
(V) signing and implementation of major contracts of the company;
(VI) major investment projects and progress of the company.
Article 24 according to the relevant laws, administrative regulations and rules and the relevant provisions of the superior units, the president is responsible for establishing a timely reporting system to ensure that after the occurrence of production safety accidents and public emergencies, he will report to the chairman of the company and the superior units at the first time, and report the emergency rescue and disposal.
Article 25 the President shall provide necessary information and materials to the board of directors quarterly or irregularly, mainly including the company’s operation, finance, investment, safety and other work materials, as well as the information and materials deemed necessary by the board of directors and the board of supervisors. Article 26 we should strengthen the communication and exchange before making decisions on topics, and implement the decision-making procedures after reaching an agreement on internal opinions. For the decision-making matters authorized by the board of directors studied by the president’s board, the opinions of the Secretary of the Party committee and the chairman of the board of directors shall be generally listened to in the form of written report or meeting communication before the decision-making. If there are different opinions, the meeting shall be postponed. For key issues such as development strategy, reform, restructuring and internal reorganization, equity investment and management, interest allocation, investment and financing and financial investment, according to the requirements of the chairman, President or leaders in charge, the issue submission department shall timely arrange a special report meeting. The chairman and President shall fully communicate and discuss with the leaders in charge of the company, and hold the president’s meeting for approval after reaching an agreement. The signing report of the president’s meeting topic shall be submitted to the president, the Secretary of the Party committee and the chairman for signature and approval.
Article 27 for the decision-making matters authorized by the president to the vice president, the Vice President shall timely report to the president in advance, and then convene the president’s office meeting for approval after listening to the opinions. Chapter VII performance evaluation and incentive and restraint mechanism
Article 28 the performance of the members of the management team shall be assessed by the Remuneration Committee of the board of directors, which shall be assessed and evaluated by the board of directors.
Article 29 the remuneration of members of the management team shall be related to the company’s performance and personal performance, and shall be paid with reference to the completion of performance appraisal indicators.
Article 30 the president may resign before the expiration of his term of office. The specific procedures and measures for the resignation of the President shall be stipulated in the labor contract between the president and the company. When the president leaves office, he must conduct departure audit.
Article 31 When exercising his powers, the President shall perform the obligations of integrity and diligence in accordance with the provisions of laws, administrative regulations and the articles of association.
Article 32 If the members of the management team violate the provisions of laws, administrative regulations and the articles of association, or cause losses to the company due to dereliction of duty, they shall bear corresponding responsibilities.
Chapter VIII supplementary provisions
Article 33 unless otherwise specified, the terms used in these rules have the same meanings as those in the articles of association.
Article 34 The formulation and modification of these Detailed Rules shall come into force after being studied and discussed by the Party committee, deliberated by the president’s meeting and approved by the board of directors.
Article 35 The term “above” as mentioned in these rules includes “the number” and “below” does not include “the number”.
Article 36 in case of any matters not covered in these rules or conflict with the provisions of laws, administrative regulations, other relevant normative documents, listing rules of the place of listing and the articles of Association issued from time to time, the provisions of laws, administrative regulations, other relevant normative documents, listing rules of the place of listing and the articles of association shall prevail.
Article 37 the president’s Office (Office of the board of directors) shall be responsible for the interpretation of these rules.
Article 38 These Rules shall come into force as of January 28, 2022.
