Hubei Energy Group Co.Ltd(000883)
General manager work rules
Chapter I General Provisions
Article 1 in order to clarify the responsibilities and authorities of the general manager of Hubei Energy Group Co.Ltd(000883) (hereinafter referred to as the company), standardize the work behavior of the general manager of the company and ensure the effective operation of the management of the company, in accordance with the relevant provisions of the state owned assets supervision and Administration Commission of the State Council, the company law of the people’s Republic of China (hereinafter referred to as the company law) and the law of the people’s Republic of China on state owned assets of enterprises These working rules are formulated in accordance with the relevant provisions of the articles of association of Hubei Energy Group Co.Ltd(000883) Co., Ltd. (hereinafter referred to as the articles of association).
Article 2 the general manager shall preside over the production, operation and management of the company, organize the implementation of the resolutions of the board of directors and the Party committee, and report to the board of directors and the Party committee; The deputy general manager, chief accountant and other personnel at the management level shall assist the general manager in his work; The chief engineer, assistant chief engineer and Deputy Chief Engineer shall assist the management in their work.
Chapter II functions and powers of the general manager
Article 3 the general manager shall exercise the following functions and powers:
(i) Preside over the company’s production and operation management, and organize the implementation of the resolutions of the board of directors and the Party committee;
（2） Establish the general manager office meeting system, convene and preside over the general manager office meeting of the company, coordinate, inspect and supervise the production, operation, reform and development of all departments and units;
（3） Formulate the company’s annual business plan, strategy and development plan, investment and financing plan, and organize the implementation;
（4） Formulate the company’s annual financial budget plan and final account plan, profit distribution plan and deficit recovery plan;
（5） To draw up a plan for the issuance of bonds by the company;
（6） Formulate the internal business reorganization and reform plan of the company;
（7） Draw up plans for the establishment of the company’s internal management organization and the establishment or cancellation of the company’s branches;
（8） Formulate the basic management system of the company;
（9） Formulate plans for the company to establish risk management system, internal control system, accountability system for illegal operation and investment and legal compliance operation and management system;
（10） Formulate the company’s income distribution plan;
（11） Approve the expenditure of current project expenses and phased expenses of long-term investment according to the company’s business plan and investment plan decided by the board of directors;
（12） Draw up plans for issuing corporate bonds and other financing plans, asset disposal plans, external donation or sponsorship plans with a certain amount or more, and approve other financing plans and asset disposal plans with a certain amount or less;
（13） Propose to the board of directors to appoint or dismiss the company’s deputy general manager, chief accountant and other senior managers in accordance with relevant regulations; Appoint or dismiss personnel other than those who shall be appointed or dismissed by the board of directors;
（14） Review the articles of association of the company’s subsidiaries and the amendment plan of the articles of Association; Put forward the relevant opinions of the company on the asset income, major decisions and selection of managers of the invested company to exercise the rights of shareholders;
（15） Sign the documents required by laws and administrative regulations to be signed by the general manager;
（16） Formulate external guarantee schemes such as asset mortgage, pledge and guarantee of the company;
（17） Draw up plans for the company to increase or reduce its registered capital;
（18） Other functions and powers conferred by laws, administrative regulations, the articles of association and the board of directors.
Chapter III Obligations and responsibilities of the general manager
Article 4 the general manager has the duty of loyalty and diligence to the company and the board of directors, and shall safeguard the interests of investors and the company, earnestly perform his duties, implement the resolutions and requirements of the board of directors, and complete his annual and term business performance evaluation indicators and the company’s business plan.
Article 5 the general manager shall abide by the provisions of laws, administrative regulations and the articles of association, and bear the following responsibilities:
(i) Bear corresponding responsibilities for the losses caused by the company’s operation and management mistakes; （2） Bear corresponding responsibilities for the illegal operation of the company and the exercise of functions and powers beyond the scope authorized by the board of directors.
Article 6 the general manager shall perform the following obligations:
(i) Report to the board of directors and all special committees of the board of directors;
（2） Provide information or materials to the board of directors according to the requirements of the board of directors to ensure the transparency of the company’s operation to the board of directors;
（3） Be responsible for the authenticity, accuracy and completeness of the information provided;
（4） Maintain regular communication with the chairman.
Article 7 the general manager shall report to the employee congress of the company and listen to the opinions of the employee representatives.
Article 8 the general manager shall listen to the opinions and suggestions of the trade union and employees when drawing up solutions to issues involving the vital interests of employees such as wages, welfare, production safety, labor protection, labor insurance and labor contracts.
Chapter IV general manager office meeting
Article 9 the task of the general manager’s office meeting is to serve the “three important and one large” decision-making of the board of directors and the Party committee of the company, study and demonstrate major operation and management matters first, draw up proposals, implement the resolutions of the board of directors and the Party committee, deploy production and operation management, and decide on relevant matters within the scope of the general manager’s authority. Article 10 the general manager shall preside over the general manager’s office meeting. If the general manager is unable to preside over the meeting for some reason, he may designate a deputy general manager or chief accountant to preside over the meeting. Article 11 the participants of the general manager’s office meeting are the company’s general manager, deputy general manager, chief accountant, chief engineer, general manager assistant and other senior managers; Secretary of the Party committee, Secretary of the Discipline Inspection Commission and chairman of the trade union shall participate as appropriate. As required, the general manager may designate relevant deputy chief engineer level personnel and heads of relevant departments and units to attend as nonvoting delegates.
Article 12 the main contents of the general manager’s office meeting are:
(i) Implement the resolutions and work arrangements of the board of directors and the Party committee; （2） Study and deploy the production, operation and management of the company, coordinate, inspect and supervise the production, operation, reform and management of all departments and units;
（3） Study and formulate proposals for major operation and management matters within the scope of the general manager;
（4） Study and decide on matters authorized by the board of directors to the general manager for decision-making;
（5） Other matters to be discussed and studied at the general manager’s office meeting.
Article 13 under any of the following circumstances, the general manager’s office meeting shall be held in time:
(i) When the general manager deems it necessary;
（2） The deputy general manager, the chief accountant and other leaders of the company propose and obtain the consent of the general manager;
（3） There are important business management matters that must be decided immediately;
（4） When a major emergency occurs.
Article 14 for the general manager’s office meeting to study and authorize the general manager to make decisions and other important issues, the opinions of the Secretary of the Party committee and the chairman of the board of directors shall be generally listened to before making decisions. If there are different opinions, the meeting shall be postponed.
Article 15 in general, the general manager’s office meeting questions shall be collected three days in advance. The topic shall be submitted to the general manager for approval after being reviewed by the leader in charge.
Article 16 relevant departments and units shall timely, completely and comprehensively provide meeting materials for the general manager’s office meeting, and be responsible for the authenticity and accuracy of the materials provided.
Article 17 the office of the company shall be responsible for the meeting affairs of the general manager’s office meeting, be responsible for the notice, organization and record of the meeting, and organize relevant departments and units to draft the meeting minutes according to the decision of the meeting.
Article 18 the deputy general manager and chief accountant of the company may hold a special office meeting on the business matters in charge, with the participation of the heads of relevant business departments and units to study and decide on specific business matters. The specific business department shall undertake the meeting affairs of the special office meeting, and draft the minutes of the company’s special meeting according to the decision of the meeting, which shall be signed and issued by the leader presiding over the special office meeting or approved by him and submitted to the general manager for signing and issuing.
Article 19 the company’s office is responsible for supervising the matters decided at the general manager’s office meeting.
Chapter V supplementary provisions
Article 20 the “departments” mentioned in these rules of work include the functional departments of the company, and the “units” include the institutions directly under the company and all wholly-owned and holding subsidiaries. Article 21 these working rules are the corporate governance system of the company, which shall be drafted, revised and interpreted by the company’s office, and issued after pre-study by the company’s Party committee and approval by the board of directors.
Article 22 these working rules shall come into force after being adopted by the board of directors, and the original working rules for Hubei Energy Group Co.Ltd(000883) General Manager (formulated in 2019) shall be repealed at the same time.
