Tianjin Guangyu Development Co.Ltd(000537)
General manager’s working rules
(reviewed and approved by the 22nd Meeting of the 10th board of directors of the company)
Chapter I General Provisions
Article 1 in order to regulate the general manager of Tianjin Guangyu Development Co.Ltd(000537) (hereinafter referred to as “the company”) in exercising his powers and performing his duties, these rules are formulated in accordance with relevant national laws, administrative regulations, opinions on strengthening the party’s leadership in improving corporate governance by central enterprises, Tianjin Guangyu Development Co.Ltd(000537) articles of Association (hereinafter referred to as “the articles of association”), rules of procedure of Tianjin Guangyu Development Co.Ltd(000537) board of directors (hereinafter referred to as “the rules of procedure of the board of directors”), etc.
Article 2 the general manager shall be responsible to the board of directors, report to the board of directors, report to the chairman when the board of directors is not in session, and accept the supervision and management of the board of directors and the supervision of the board of supervisors.
Chapter II responsibilities of the general manager
Article 3 the general manager shall exercise the following functions and powers within the functions entrusted by the articles of association and the board of directors:
(I) preside over the production, operation and management of the company, and organize the implementation of the decisions of the Party committee meeting and the board meeting of the company;
(II) formulate the company’s strategy, development plan and business plan, and organize the implementation;
(III) formulate the company’s investment plan and investment plan, and organize the implementation;
(IV) formulate the company’s foreign investment, acquisition and sale of assets, asset mortgage, external guarantee, financial assistance, entrusted financial management, related party transactions, external donation and other matters above a certain amount, and approve the company’s related matters below a certain amount;
(V) formulate the company’s annual financial budget plan, budget adjustment plan, final settlement plan, profit distribution plan and loss recovery plan;
(VI) draw up plans for the company to increase or reduce its registered capital, issue bonds or other securities and list; (VII) draw up the establishment plan of the company’s internal management organization;
(VIII) draft the company’s basic management system and formulate the company’s specific rules;
(IX) formulate major asset restructuring plans and major reform plans of the company;
(x) propose to the board of directors to appoint or dismiss the company’s deputy general manager, chief financial officer and other senior managers in accordance with relevant regulations;
（11） According to relevant regulations, appoint or dismiss responsible management personnel other than those who shall be appointed or dismissed by the board of directors;
（12） Formulate the company’s income distribution plan, equity incentive plan and project follow-up investment plan;
（13） Formulate the company’s internal legal and compliance management system, and investigate the responsibility of the company’s internal investment and compliance management system;
（14） Establish the general manager office meeting system, convene and preside over the general manager office meeting of the company;
（15） Coordinate, inspect and supervise the production, operation, reform and management of various departments;
（16） Put forward suggestions on matters involved in the exercise of shareholders’ rights of the invested enterprise by the company;
（17） Other functions and powers authorized by laws, administrative regulations, the articles of association and the board of directors. Article 4 the general manager has the duty of loyalty and diligence to the company and the board of directors, safeguard the interests of investors and the company, earnestly perform his duties, implement the resolutions and requirements of the board of directors, and complete the annual and term business performance assessment indicators and the company’s business plan.
Article 5 the general manager shall perform the following obligations:
(I) report to the board of directors and accept the evaluation and assessment of the board of directors;
(II) provide information or materials to the board of directors or the board of supervisors according to the requirements of the board of directors or the board of supervisors to ensure the transparency of the company’s operation to the board of directors and the board of supervisors;
(III) be responsible for the authenticity and accuracy of the company’s internal information provided to the board of directors and the board of supervisors, and put forward clear evaluation opinions on the reliability of information from outside the company.
Article 6 the general manager shall timely and actively communicate with the board of directors and directors, and actively answer the consultation and questions of the board of directors and directors.
Chapter III General Manager Office meeting
Article 7 the general manager’s office meeting is the working mechanism for the general manager to perform his duties, study and implement the decisions of the company’s Party committee meeting and board meeting, exercise the authorization of the board of directors and deploy the production, operation and management work.
Article 8 the general manager’s office meeting shall be convened and presided over by the general manager. If the general manager is unable to preside over the meeting for some reason, he may entrust other members of the management to preside over the meeting. The deputy general manager, chief financial officer and other senior managers attended the meeting. The chairman of the meeting may designate relevant personnel to attend the meeting as nonvoting delegates according to the topics.
The Secretary of the Discipline Inspection Commission may attend the meeting as a nonvoting delegate. Due to special needs of work, the chairman and the Secretary of the Party committee may attend the general manager’s office meeting as nonvoting delegates.
Article 9 the general manager’s office meeting shall be held regularly in principle, and can be held temporarily as needed.
Article 10 the topics of the general manager’s office meeting shall be put forward by relevant departments and included in the topic plan after being reviewed and signed by the leader in charge and approved by the general manager.
For the matters that the board of directors authorizes the general manager to make decisions studied at the general manager’s office meeting, 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, and the meeting shall be postponed in case of disagreement; We should also pay attention to listening to the opinions of the Secretary of the Party committee and the chairman of the board of directors on other important issues.
Article 11 the general management department is responsible for the organization and service of the general manager’s office meeting.
Article 12 the resolutions of the general manager’s office meeting shall be issued in the form of minutes of the general manager’s office meeting. The minutes of the general manager’s office meeting shall be reviewed by the main principals of the general management department and the legal department, countersigned by the management members attending the meeting, and then submitted to the general manager for approval and issuance.
Article 13 the matters decided at the general manager’s office meeting shall be implemented by the deputy general manager, chief financial officer and other senior managers according to the division of labor.
Article 14 the general management department is responsible for the supervision and coordination of the matters decided at the general manager’s office meeting. Article 15 the general manager can hold special work meetings and listen to relevant work arrangements as needed.
Chapter IV supplementary provisions
Article 16 the general management department shall be responsible for the interpretation of these rules.
Article 17 these Rules shall come into force as of the date when they are reviewed, approved and printed and distributed by the board of directors of the company, and the original working rules for Tianjin Guangyu Development Co.Ltd(000537) General Manager (for Trial Implementation) shall be repealed at the same time.
