China Haisum Engineering Co.Ltd(002116)
Administrative measures of Shanghai headquarters
In order to safeguard the legitimate rights and interests of China Haisum Engineering Co.Ltd(002116) (hereinafter referred to as “Haicheng” or “the company”), standardize the organization and behavior of China Haisum Engineering Co.Ltd(002116) Shanghai headquarters (hereinafter referred to as “Shanghai headquarters” or “the headquarters”), clarify and optimize the functions and responsibilities of Haicheng headquarters and the headquarters, These management measures are formulated in accordance with relevant laws and regulations and the provisions of the authorized operation agreement of China Haisum Engineering Co.Ltd(002116) Shanghai headquarters (hereinafter referred to as the “authorized operation agreement”).
1 General
1.1 name
1.1.1 the Chinese name of Shanghai headquarters in Haicheng stock system is ” China Haisum Engineering Co.Ltd(002116) Shanghai headquarters”, hereinafter referred to as “Shanghai headquarters”.
1.1.2 Shanghai headquarters carries out external business activities under the name of ” China Haisum Engineering Co.Ltd(002116) ” within the scope of authorization of the company.
1.1.3 when using the name of Haicheng shares to carry out business activities, Shanghai headquarters shall consciously maintain the company’s image and reputation, strictly exercise self-discipline, and shall not engage in activities detrimental to the interests of the company.
1.2 business premises
1.2.1 the business premises of Shanghai headquarters are tentatively determined as: No. 21, Baoqing Road, Xuhui District, Shanghai.
1.2.2 with the approval of Haicheng Co., Ltd., Shanghai headquarters can change or add other business sites.
1.3 business scope
1.3.1 according to the authorization of Haicheng shares and in accordance with its use requirements, Shanghai headquarters uses the business license, business qualification and other external business activities held by Haicheng shares.
1.3.2 Shanghai headquarters can only carry out business activities within the business scope of Haicheng shares approved by the industrial and commercial registration authority. According to the market and development needs, the Shanghai headquarters may propose to adjust the business scope, and handle the industrial and commercial change registration formalities after the approval of Haicheng shares.
1.4 relationship between Haicheng Co., Ltd. and Shanghai headquarters
1.4.1 Shanghai headquarters does not have the status of independent legal person. It is the internal organization of Haicheng Co., Ltd. and has the same management level, status and rights as the subsidiaries of the listed company.
1.4.2 the leadership and supervision organization of Shanghai headquarters is Haicheng Co., Ltd. Shanghai headquarters shall abide by and obey the relevant documents of the state owned assets supervision and Administration Commission of the State Council, China Poly Group Co., Ltd. and China Light Industry Group Co., Ltd., as well as the rules and regulations, functional management, supervision and inspection of Haicheng Co., Ltd.
1.4.3 Shanghai headquarters must carry out independent business activities within the scope authorized by Haicheng shares. Without the prior approval of Haicheng shares, Shanghai headquarters shall not carry out business beyond the authorization of Haicheng shares, otherwise Haicheng shares will be seriously held accountable. Although Haicheng Co., Ltd. shall bear the external legal liability caused by the business behavior of the headquarters, the headquarters shall bear the internal legal liability according to the principle of “who operates, who is responsible”.
1.5 business principles of Shanghai headquarters
1.5.1 Shanghai headquarters shall operate independently, account independently, be responsible for its own profits and losses and bear its own responsibilities within the scope authorized by Haicheng Co., Ltd.
1.5.2 Shanghai headquarters shall abide by the following specific principles in its daily operation and management:
(1) Principle of independent operation: Shanghai headquarters makes independent decisions and operates independently within the authorization scope of Haicheng shares, and Haicheng shares will not intervene.
(2) Business activities shall be carried out in strict accordance with the legal principles of the Ministry of Shanghai. Once it is verified that the Shanghai headquarters has illegal business practices, Haicheng shares has the right to immediately stop and investigate the responsibilities of the persons directly in charge and other persons directly responsible of the Shanghai headquarters, regardless of the consequences.
(3) Principle of self responsibility: all economic losses, legal liabilities and party and government disciplinary sanctions caused by the independent decision-making and independent investment and operation activities of Shanghai headquarters shall be borne by Shanghai headquarters and its relevant responsible persons. If it should be borne by Haicheng Co., Ltd. according to the law, Haicheng Co., Ltd. has the right to continue to recover and pursue responsibility from Shanghai headquarters after assuming it. If Haicheng shares improperly interferes with the independent operation of Shanghai headquarters and causes losses, it shall bear corresponding responsibilities within its scope of responsibility.
1.5.3 senior managers and other personnel of Shanghai headquarters shall bear legal responsibility only when they should be investigated for legal responsibility in accordance with national laws and regulations, the accountability system related to the company’s illegal operation and investment and the relevant provisions of the authorized operation agreement.
Except as expressly provided in the preceding paragraph, under no circumstances (including but not limited to the fact that the assets of the Shanghai headquarters are insufficient to make up for the losses of the headquarters caused by its responsibilities), the responsibility that can only be borne by the Shanghai headquarters shall not be extended to any individual.
1.6 prohibited acts
1.6.1 Shanghai headquarters is strictly prohibited from any of the following acts:
(1) Operating beyond the business scope of the business license of Haicheng Co., Ltd;
(2) External guarantee or investment, except with the prior written approval of Haicheng shares;
(3) Dispose of any intellectual property or other intangible assets of Haicheng shares without approval;
(4) Short order trade and false transaction;
(5) Project advance, but due to the mismatch between the collection and payment of project funds, resulting in short-term negative deviation of capital flow, and there are no other situations that lead to significant financial risks, it is not considered as advance;
(6) Project affiliation;
(7) The financial department does not enter the account, does not record the actual account, and falsely issues invoices;
(8) Implement any behavior that may damage the goodwill and degrade the qualification of Haicheng shares.
1.6.2 in addition to the above prohibited acts, Shanghai headquarters shall also comply with the provisions of the current national laws, regulations and rules, and shall not engage in acts prohibited by the national laws, regulations and rules.
2 terms and definitions
2.0.1 “major legal disputes” refer to major litigation, arbitration or disputes that meet the conditions specified in the dispute case management measures of Haicheng Co., Ltd.
2.0.2 “major personnel disputes” refer to labor and personnel disputes involving more than 500000 yuan or more than 2 people.
2.0.3 “major emergencies and emergencies” refer to natural disasters, accident disasters, public health events and social security events that occur suddenly, cause or may cause social harm and the scope of influence meets the provisions of the national classification standard for particularly major and major public emergencies (Trial), and need to take emergency treatment measures.
2.0.4 “major business risk event” refers to a major event or internal control defect that meets the conditions specified in the implementation measures for reporting major business risk events of Haicheng Co., Ltd.
2.0.5 “major risk events” include “major legal disputes”, “major emergencies and emergencies”, “major business risk events” and other major events specified in Haicheng’s rules and regulations.
Other risk events other than major risk events are “general risk events”.
3 management organization and management personnel
3.1 operation and management organization
3.1.1 the person in charge of the Shanghai headquarters is the general manager of the headquarters and represents the Shanghai headquarters within the scope of authorization of Haicheng Co., Ltd; The daily operation and management organization is the operation team of the headquarters, which is composed of a general manager of the headquarters and several deputy general managers. When the general manager of the Department is unable to perform his duties, Haicheng Co., Ltd. shall appoint a deputy general manager to perform the duties of the general manager on his behalf.
3.1.2 the term of office of the members of the management team of Shanghai headquarters is three years. Upon the expiration of the term of office, Haicheng shares shall decide whether to be re elected in accordance with the prescribed procedures. Members may submit a written resignation report before the expiration of their term of office, which shall take effect after being approved by Haicheng shares. Before the approval of Haicheng shares, their functions and powers shall be reasonably limited.
3.1.3 the general manager of Shanghai headquarters shall exercise the following functions and powers:
(1) Preside over the daily production, operation and management of Shanghai headquarters;
(2) Organize and implement the decisions and decisions of Haicheng Co., Ltd;
(3) Organize the formulation and implementation of the development plan and annual business plan of the Department;
(4) Organize the formulation of various management systems of Shanghai headquarters;
(5) Propose the establishment, change, function adjustment and staffing plan of the production and Management Department of the Department; (6) Decide on the appointment and removal of the middle-level and below employees of the Department, as well as their rewards, punishments and remuneration, but the appointment and removal of the head of the finance and human resources department shall be reported to Haicheng for approval;
(7) Assess and decide the rewards, punishments and remuneration of the assistant general manager of the Department;
(8) Perform the duties of the general manager of Shanghai headquarters on the matters requiring approval or seal of Haicheng shares, and sign opinions on the authenticity, compliance, feasibility and risk controllability of the matters submitted for approval or seal;
(9) Decide and organize the implementation of the handling plans of various risk events of the Shanghai headquarters. For major risk events, they shall be filed with Haicheng shares at the first time and the handling progress shall be reported regularly;
(10) Other functions and powers granted by Haicheng shares.
3.1.4 the general manager of Shanghai headquarters shall convene the operation team meeting of the headquarters. When the operation team of the headquarters deliberates or votes on specific matters, the interested Member shall withdraw. If not, the member’s vote shall be invalid. 3.1.5 the business team of Shanghai headquarters shall follow the principle of “collective leadership, democratic concentration, individual deliberation and meeting decision” when discussing, and shall not replace the decision-making and discussion of the meeting in the form of circulation or individual solicitation of opinions. The meeting topics should be fully communicated and deliberated before the meeting to ensure the efficiency and quality of meeting decision-making.
3.1.6 the management team of Shanghai headquarters shall make meeting minutes and meeting resolutions for the decisions on the matters discussed, and the members attending the meeting (including those invited to attend as nonvoting delegates) shall sign the meeting minutes and meeting resolutions. The minutes and resolutions of the meeting shall be submitted to Haicheng Co., Ltd. for filing.
3.1.7 the general manager of Shanghai headquarters shall not change the decision of Haicheng shares or exceed the scope of authorization when exercising his powers; If the members of the operation team of the headquarters are incompetent or have serious dereliction of duty, violations of laws and disciplines, Haicheng shares may remove them from their posts and investigate their responsibilities as appropriate.
3.2 management personnel
3.2.1 senior managers of Shanghai headquarters include important leadership positions such as members of the operation team and assistant to the general manager.
3.2.2 the appointment and removal of senior managers of Shanghai headquarters shall be decided by Haicheng Co., Ltd.
3.3 the former senior manager of Shanghai Haicheng Co., Ltd; During the term of office, the members of the operation team of the headquarters shall be assessed annually by Haicheng Co., Ltd. and other senior managers shall be assessed by Shanghai headquarters, but the assessment results shall be submitted to Haicheng Co., Ltd. for the record.
3.2.4 the senior managers of Shanghai headquarters shall be loyal and diligent to Haicheng shares and the headquarters, and shall abide by the provisions of laws, regulations and these measures, faithfully perform their duties, safeguard the interests of Haicheng shares and the headquarters, and ensure the preservation and appreciation of state-owned assets. The provisions of this paragraph also apply to the middle-level managers of Shanghai headquarters.
3.2.5 the middle managers of Shanghai headquarters are mainly composed of heads and deputy heads of all departments of the headquarters. In principle, the appointment and removal of middle-level managers of the Department shall be decided by the operation team of the Department. The person in charge of Finance and human resources department shall be appointed and removed after reporting to Haicheng for approval.
3.2.6 the middle managers of the Department shall be assessed annually by the Shanghai headquarters according to the relevant systems of the Department. If Haicheng shares has other provisions on the assessment of the financial principals of subsidiaries, such provisions shall prevail.
3.2.7 the general manager of Shanghai headquarters is responsible for the approval of expenses incurred by other senior managers of the headquarters in the process of performing their duties; The expenses incurred by the general manager of Shanghai headquarters in the course of performing his duties shall be approved by the deputy general manager of the headquarters acting as the chief accountant.
The general manager of Shanghai headquarters may authorize the corresponding leaders in charge to approve the performance expenses of persons other than senior managers of Shanghai headquarters if they are within the business (project) budget or a certain amount.
4 approval authority and responsibilities
4.1 authority management of Haicheng Co., Ltd
4.1.1 Haicheng Co., Ltd. shall perform the following management responsibilities to the Shanghai headquarters:
(1) Review and approve the annual / medium and long-term development strategy, business policy and investment plan of Shanghai headquarters;
(2) To examine and approve the reports of the administrative organs of the Shanghai headquarters;
(3) Decide on the annual financial budget plan and final settlement plan of Shanghai headquarters;
(4) Approve the distribution plan of operating profits of Shanghai headquarters;
(5) Decide on the division, dissolution or merger with other enterprises or departments of the Shanghai headquarters;
(6) Supervise the daily business activities and risk management of Shanghai headquarters;
(7) Approve the management measures of Shanghai headquarters, financial and accounting management system, seal management system, salary, welfare, assessment, reward and punishment system, business performance assessment system and other important management systems and employee incentive measures;
(8) Approve the establishment, change, function adjustment and staffing plan of the production and Management Department of Shanghai headquarters;
(9) To decide on the appointment and removal of senior managers of the Shanghai headquarters and the remuneration of members of the business team of the headquarters; (10) Approve the appointment and removal of the head of Finance and Human Resources Department of Shanghai headquarters;
(11) Approve the members of the management team of Shanghai headquarters to go abroad for business and private, and other employees to go abroad for business;
(12) Decide to audit the Shanghai headquarters;
(13) Other matters that should belong to the management responsibilities of Haicheng shares.
4.1.2 Haicheng Co., Ltd. implements authority management on the following matters involved in the operation of Shanghai headquarters.
1. Class a matters: according to its nature, it must be reported to Haicheng for approval and decision-making, and Shanghai headquarters has no right to make decisions: (1) investment matters, including but not limited to asset investment, equity investment and venture capital;
(2) Loans from financial institutions, adjustment of comprehensive bank credit, financial management, entrusted loans and private loans; (3) External guarantee, mortgage, providing implicit guarantee or forming other implicit debts;
(4) Reorganization of assets, disposal of bad and doubtful debts and repayment of debts with goods;
(5) Disposal of vehicles, real estate and intangible assets of Haicheng shares
