Fujian Yongfu Power Engineering Co.Ltd(300712)
General manager’s work rules
Chapter I General Provisions
Article 1 in order to improve the management efficiency and management level of the company, these detailed rules are formulated in accordance with the requirements of the Fujian Yongfu Power Engineering Co.Ltd(300712) articles of Association (hereinafter referred to as the “articles of association”) and in combination with the actual situation of the company.
Article 2 the general manager, deputy general managers and other senior managers of the company, as the operation management of the company, undertake the functions of organization, planning, command, supervision and regulation of the company’s daily production and operation activities.
Article 3 the work rules stipulate the division of responsibilities, main management functions and matters of the general manager, deputy general manager and other senior managers of the company.
Article 4 the general manager, deputy general manager and other senior managers of the company shall not only exercise their powers in accordance with the articles of association, but also exercise their management powers and assume management responsibilities in accordance with the provisions of these rules.
Article 5 the appointment and dismissal of the general manager, deputy general manager and other senior managers of the company shall be carried out in strict accordance with relevant laws, regulations and the articles of association. No organization or individual shall interfere with the normal selection and employment procedures of the above-mentioned senior managers of the company.
Article 6 the company selects and employs the general manager, deputy general manager and other senior managers in an open and transparent manner.
Article 7 the company shall sign an employment contract with the general manager, deputy general manager and other senior managers of the company to clarify the rights and obligations of both parties.
Article 8 The term of office of the general manager, deputy general manager and other senior managers of the company is three years and can be reappointed. The appointment and removal of the general manager of the company shall follow legal procedures.
Chapter II operation and management structure
Article 9 the operation and management of the company shall have one general manager, several deputy general managers, one chief engineer, one chief financial officer and one secretary of the board of directors.
Article 10 the company may add positions such as deputy general manager and other senior managers according to the needs of production and business activities and business development.
Article 11 personnel changes of the company’s management shall be reviewed and approved by the board of directors.
Article 12 the general manager and Secretary of the board of directors of the company shall be nominated by the chairman and appointed or dismissed by the board of directors; Other senior managers shall be nominated by the general manager and appointed or dismissed by the board of directors.
The directors of the company may be employed as the general manager, deputy general manager or other senior managers, but the number of directors concurrently serving as the general manager, deputy general manager or other senior managers shall not exceed one-half of the total number of directors of the company.
Article 13 the general manager shall meet the following conditions:
(i) Have good personal quality and professional ethics, and safeguard the interests of social welfare, the company, investors and employees;
（2） Have rich economic theoretical knowledge, management knowledge and practical experience, and have strong operation and management ability.
（3） Have a certain number of years of enterprise management experience, be proficient in the industry, and be familiar with production and operation business and relevant economic laws and regulations;
（4） Have the ability to mobilize the enthusiasm of employees, know people well, be good at communication, coordinate various internal and external relations and overall situation, and have strong professional sensitivity and pioneering consciousness;
（5） Do not interfere with or affect their work due to physical reasons.
Article 14 a person who is under the circumstances specified in Article 146 of the company law and is determined by the CSRC to be prohibited from entering the market and has not been relieved shall not serve as the general manager or other personnel of the company’s management.
Article 15 the general manager of the company shall work under the leadership of the board of directors and accept the supervision and guidance of the board of directors.
Chapter III functions and powers of the general manager and other senior managers
Article 16 the general manager of the company shall exercise the following duties:
(i) Preside over the production, operation and management of the company, organize the implementation of the resolutions of the board of directors, and report to the board of directors. 1. Issue annual production and operation plans to all production and operation units;
2. Preside over the preparation of quarterly and monthly production and operation plans;
3. Check the implementation of production and operation plan;
4. Timely adjust relevant production and operation plans;
5. Coordinate internal and external relations in production and operation, and solve major problems in production and operation;
6. Report to the board of directors in stages according to the requirements of the board of directors.
（2） Organize the implementation of the company’s annual business plan and investment plan.
1. Prepare the implementation plan of annual business plan and investment plan;
2. Prepare personnel, funds and material conditions for the implementation of annual business plan and investment plan;
3. Check the budget implementation of investment funds;
4. Put forward suggestions on major changes in investment;
5. Organize the acceptance of investment projects and the preparation of final accounts;
6. Report to the board of directors on the implementation of annual business plan and investment plan.
（3） Formulate the establishment plan of the company’s internal management organization.
1. Put forward the setting plan of the company’s internal management organization;
2. Propose the establishment of each internal management organization;
3. Propose the responsibilities of each internal management organization;
4. Propose or appoint the head of the internal management organization according to the division of authority.
（4） Draft the basic management system of the company.
1. Labor and personnel management system:
2. Financial audit management system;
3. Asset management system of the company;
4. Safety production management system;
5. Other basic management systems.
（5） Formulate specific regulations.
1. Formulate the implementation measures of the basic management system;
2. Formulate the company’s internal security system and administrative affairs system;
3. Formulate other specific rules and regulations necessary for the management of the company.
（6） Propose to the board of directors to appoint or dismiss the deputy general manager, chief engineer and chief financial officer of the company.
1. Assess and nominate the deputy general manager, chief engineer, chief financial officer and other senior managers to be employed by the company;
2. According to the needs of the company’s business development, be responsible for allocating and adjusting the work division of the company’s senior managers such as deputy general manager, chief engineer and chief financial officer.
（7） Appoint or dismiss personnel other than those to be appointed or dismissed by the board of directors, and decide on the employment, dismissal, work arrangement, remuneration, welfare, reward and punishment plan of employees.
（8） Other functions and powers authorized by the articles of association or the board of directors.
（9） The non director general manager has the right to attend the meeting of the board of directors, but has no voting right at the board of directors.
Article 17 the general manager shall exercise the following functions and powers in accordance with the articles of association and the authorization of the board of directors:
(i) Transaction matters (purchase or sale of assets; foreign investment (including entrusted wealth management, investment in subsidiaries, except the establishment or capital increase of wholly-owned subsidiaries); provision of financial assistance (including entrusted loans); provision of guarantee (refers to the guarantee provided by the company for others, including the guarantee for the holding subsidiary); lease in or lease out assets; lease in or lease out assets; sign management contracts (including entrusted operation, entrusted operation, etc.); donate or receive donated assets; creditor’s rights or debt restructuring; transfer of research and development projects; sign license agreements; waive rights (including waiver of preemptive right, preemptive right to subscribe capital contribution, etc.);
① If the total amount of assets involved in the transaction is less than 10% of the company’s latest audited total assets, and the total amount of assets involved in the transaction has both book value and assessed value, the higher one shall be taken as the calculation data;
② The subject matter of the transaction (such as equity) is lower than the relevant operating revenue of the latest accounting year, accounting for 10% of the audited operating revenue of the company in the latest accounting year, or the absolute amount is less than 5 million yuan;
③ The subject matter of the transaction (such as equity) is lower than the relevant net profit of the latest accounting year, accounting for 10% of the audited net profit of the company in the latest accounting year, or the absolute amount is less than 1 million yuan;
④ The transaction amount (including debts and expenses) of the transaction is less than 10% of the company’s latest audited net assets, or the absolute amount is less than 5 million yuan;
⑤ The profit generated from the transaction is less than 10% of the audited net profit of the company in the latest fiscal year, or the absolute amount is less than 1 million yuan;
（2） Related party transactions
1. A one-time connected transaction signed with an associated legal person with a transaction amount less than RMB 3 million or more than RMB 3 million but less than 0.5% of the absolute value of the company’s latest audited net assets;
2. One time connected transactions with connected natural persons with transaction amount less than 300000 yuan; The above provisions shall apply to the following connected transactions of the company within 12 consecutive months in accordance with the cumulative calculation principle: (1) transactions with the same connected person; (2) transactions with different connected persons related to the same transaction object. The above same connected persons include other connected persons who are controlled by the same subject or have equity control relationship with the connected person.
（3） Other matters
1. Decide on debt financing of financial institutions that are less than 30% of the company’s total audited assets in the latest period;
2. Purchase and purchase of fixed assets (involving the purchase of fixed assets within the budget approved by the board of directors and the purchase of fixed assets outside the budget within 500000 yuan);
Undertake review and signing of survey and design contracts less than RMB 330000 and less than 100% of the audited main business income of the company in the latest fiscal year; Review and signing of EPC contracts less than 200 million yuan and less than 100% of the audited main business income of the company in the latest fiscal year;
4. Survey and design procurement within 3 million yuan and general contracting procurement within 10 million yuan.
The general manager is authorized to discuss and decide the above matters or organize the operation management. Those beyond the above authorization scope shall be approved by the board of directors and the board of shareholders in accordance with the company law and the articles of association.
Article 18 the deputy general manager and chief engineer of the company shall be appointed and removed by the board of directors after being assessed and nominated by the general manager. The deputy general manager and chief engineer of the company shall perform the following duties:
(i) Be responsible to the general manager for his business and daily work, and report to the general manager regularly.
（2） They should be familiar with and master the work within their business scope, report to the general manager in time, and put forward suggestions and opinions.
（3） Under the leadership of the general manager, implement all the work in charge according to the spirit of the resolutions of the board of directors and the general manager’s office meeting and the general manager’s work arrangement, so as to ensure a high degree of unity and coordination with the overall work plan and deployment arrangement of the general manager.
（4） Coordinate the contact between the Department in charge and other departments, and assist the general manager to establish and improve the company’s unified, efficient, strong and powerful organization system and work system.
（5） May propose to the general manager to hold an office meeting of the general manager.
（6） Be responsible for the management assigned by the general manager.
（7） According to the performance and performance, the deputy general manager has the right to request the general manager of the company to dismiss or employ the general management personnel and employees within the business scope of his own responsibility.
（8） Implement other work authorized or arranged by the general manager.
（9） Complete other tasks assigned by the general manager in time.
Article 19 the chief financial officer shall be appointed and removed by the board of directors after being assessed and nominated by the general manager. The financial controller shall perform the following duties:
(i) Under the leadership of the general manager, assist the general manager to be specially responsible for the company’s fund-raising and review of major investment projects, and put forward written suggestions to the general manager.
（2） Be responsible for formulating the company’s basic financial management system and supervising its implementation.
（3） Be responsible for formulating the company’s financial internal control system and supervising its implementation.
（4） Review the financial rules of subordinate companies, ensure that the company’s financial work complies with laws, regulations and the provisions and requirements of financial and securities regulatory authorities, and avoid financial risks of the company.
（5） Be responsible for the capital arrangement of the company’s investment plan, balance the capital demand, ensure the capital implementation of the company’s annual investment plan, and ensure that the implementation of the company’s investment plan will not be affected by the capital gap.
（6） Be responsible for the capital financing required by the company’s production and operation plan, establish financing channels, ensure the smooth progress of the company’s normal production and operation, and ensure that the company’s main business is not affected by the capital gap.
（7） Be responsible for the management of the company’s budget and final accounts, and ensure that the company’s budget and final accounts comply with accounting standards, laws, regulations and departmental rules and regulations.
（8） Be responsible for the management of the company’s profit and equity income, and safeguard the company’s interests and shareholders’ rights and interests.
（9） Be responsible for guiding and training the company’s accounting personnel, regularly checking the business work of the company’s accounting personnel, and reporting the existing problems to the general manager in time.
（10） Review the quarterly, interim and annual financial statements of the company and its subsidiaries.
（11） Be responsible for timely reporting the financial situation and problems of the company to the general manager, and putting forward specific, timely and appropriate solutions while reporting the above situation, so as to avoid losses to the company.
（12） Any abnormal financial fluctuation of the company shall be reported to the general manager at any time, and timely and correct solutions shall be put forward.
（13） Be responsible for other work assigned by the general manager.
In the process of performing his duties, if the chief financial officer finds that the company’s directors, supervisors and senior managers violate laws, administrative regulations or the articles of association, he shall report to the general manager in time; If the general manager refuses to handle after receiving the above report from the chief financial officer, or the situation is urgent, the chief financial officer may report directly to the board of directors.
Chapter IV planning and organization
Article 20 the management of the company shall formulate specific quarterly, semi annual and annual work plans in accordance with the annual business plan and investment plan adopted by the board of directors of the company.
Article 21 the annual work plan must meet the needs of the company’s business objectives and have strong operability and feasibility.
Article 22 the annual work plan shall be formulated on the basis of fully soliciting the opinions of the heads of all functional departments and branches of the company.
Article 23 the quarterly, semi annual and annual work plans of the company must comply with the spirit of the resolution of the board of directors and be approved by the general manager’s office meeting
