Foshan Haitian Flavouring And Food Company Ltd(603288)
Working rules of the president
(revised in March 2022)
Chapter I General Provisions
Article 1 in order to clarify the duties and authorities of the president of Foshan Haitian Flavouring And Food Company Ltd(603288) (hereinafter referred to as the company) and other members of the president’s team and standardize their performance of duties, these rules are formulated in accordance with the company law of the people’s Republic of China (hereinafter referred to as the company law), the governance standards for listed companies and the Foshan Haitian Flavouring And Food Company Ltd(603288) articles of Association (hereinafter referred to as the articles of association).
Article 2 These rules are applicable to the president, vice president, financial director and other members of the president team (hereinafter referred to as managers).
Article 3 managers shall abide by relevant laws and regulations and the provisions of the articles of association, perform the obligations of integrity and diligence, safeguard the interests of the company, and practice and carry forward the company’s corporate culture.
Chapter II appointment of President
Article 4 the company shall have a president and several executive vice presidents and vice presidents as required, who shall be appointed or dismissed by the board of directors and be responsible to the board of directors.
A director may be employed concurrently as the president, vice president and other senior managers, but the number of concurrently serving directors shall not exceed half of the total number of directors of the company.
Article 5 The term of office of the president is three years, and the president can be reappointed. The appointment and removal of the President shall follow legal procedures and be announced.
Article 6 under the circumstances specified in the company law and those who are banned from the market by the China Securities Regulatory Commission (hereinafter referred to as the CSRC), and the ban has not been lifted, they shall not serve as the president of the company. Article 7 the company shall sign an employment contract with the managers to clarify the rights and obligations of both parties.
Article 8 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. The dismissal of the president must be approved by the resolution of the board of directors.
Article 9 the appointment of the company’s managers shall be carried out in strict accordance with the provisions of relevant laws, regulations and the articles of association. No organization or individual shall interfere with the normal selection and employment procedures of the company’s managers.
Chapter III responsibilities
Article 10 the managers of the company shall not hold other positions except directors and supervisors in the controlling shareholders, actual controllers and other enterprises under their control; Only receive salary in the company, not paid by the controlling shareholder, and shall not hold other management positions except directors and supervisors in other companies (except participating holding companies); Moreover, they should not serve as directors, supervisors or other positions in other companies that compete with the company. The President shall truthfully declare his part-time work to the board of directors.
Article 11 the managers of the company shall abide by the provisions of laws, administrative regulations and the articles of association, and bear the following obligations of loyalty to the company:
(I) exercise their rights within the scope of their duties and shall not exceed their authority;
(II) shall not take advantage of his power to accept bribes or other illegal income, and shall not misappropriate the company’s property; (III) not misappropriate the company’s funds or lend the company’s funds to others;
(IV) the company’s assets or funds shall not be deposited in an account opened in its own name or in the name of other individuals;
(V) shall not, in violation of the provisions of the articles of association, lend the company’s funds to others or provide guarantee for others with the company’s property without the consent of the general meeting of shareholders or the board of directors;
(VI) not to enter into contracts or conduct transactions with the company in violation of the provisions of the articles of association or without the consent of the general meeting of shareholders;
(VII) without the consent of the general meeting of shareholders, it is not allowed to take advantage of his position to seek business opportunities that should belong to the company for himself or others, and operate businesses similar to the company for himself or for others;
(VIII) no commission related to the company’s transactions shall be accepted without the informed approval of the general meeting of shareholders; (IX) it shall not use its affiliated relationship to damage the interests of the company;
(x) not use inside information for their own benefit or for the benefit of others;
（11） It is not allowed to operate the same business as the company on its own or for others, or engage in activities detrimental to the interests of the company;
（12） Without the informed consent of the general meeting of shareholders, it shall not disclose the confidential information related to the company obtained during his term of office; However, under the following circumstances, the information may be disclosed to the court or other competent government authorities:
1. It is stipulated by law;
2. Requirements of public interest;
3. According to the requirements of the manager’s own legitimate interests.
（13） Other loyalty obligations stipulated in laws, administrative regulations, departmental rules and the articles of association. The income obtained by the company’s managers in violation of the provisions of this article shall belong to the company; If losses are caused to the company, it shall be liable for compensation.
Article 12 the managers of the company shall abide by the provisions of laws, administrative regulations and the articles of association, and bear the following obligations of diligence to the company:
(I) written confirmation opinions shall be signed on the company’s periodic reports. Ensure that the information disclosed by the company is true, accurate and complete;
(II) it shall truthfully provide the board of supervisors with relevant information and materials, and shall not hinder the board of supervisors or supervisors from exercising their functions and powers;
(III) personally exercise the management and disposal rights conferred by the company according to law, and shall not be manipulated by others; Without the permission of laws and administrative regulations or the informed approval of the general meeting of shareholders, its disposal right shall not be delegated to others; (IV) other duties of diligence stipulated in laws, administrative regulations, departmental rules and the articles of association. Article 13 the President shall be responsible to the board of directors, organize the implementation of the resolutions of the board of directors and accept the supervision of the board of supervisors. The president presides over the production, operation and management of the company and assumes corresponding responsibilities. His main responsibilities include: (I) presiding over the production, operation and management of the company, organizing the implementation of the resolutions of the board of directors and reporting to the board of directors;
(II) organize the implementation of the company’s annual business plan and investment plan;
(III) draw up the establishment plan of the company’s internal management organization;
(IV) formulate the basic management system of the company;
(V) formulate specific rules of the company;
(VI) propose to the board of directors to appoint or dismiss the vice president and financial director of the company;
(VII) propose the chairman of the board of directors to appoint, appoint or dismiss the management personnel above the deputy manager of the company’s Department (except the vice president and financial person in charge of the company appointed or dismissed by the board of directors);
(VIII) to decide on the appointment or dismissal of managers other than those who should be decided by the board of directors and the chairman of the board of directors;
(IX) other functions and powers authorized by the articles of association or the board of directors.
The president attended the board meeting as a nonvoting delegate.
Article 14 according to the division of labor or entrusted by the president, the Vice President shall assist the president to take charge of or contact with certain aspects of work and carry out special business. Be responsible for the work in charge, contact or entrusted, and have corresponding authorities; Actively communicate and listen to opinions on matters related to the work of other vice presidents. Report important situations in daily work to the president in time; Put forward suggestions to the president on policy issues after investigation and research.
Article 15 the person in charge of Finance shall assist the president in charge of financial work and carry out special business. Its main responsibilities are:
(I) be in charge of the company’s finance, assets, cost and investment evaluation;
(II) the financial department in charge of the company;
(III) be responsible for the general audit of the company’s financial budget and final accounts, the professional review of investment and loan projects, organize the formulation of cost reduction and efficiency improvement plans, establish and improve the accounting system, provide business guidance for accounting and financial audit, check the company’s financial reports and financial information disclosure, and assume direct leadership responsibility;
(IV) assist the president to implement the company’s specific management of price formulation, economic benefit analysis and funds. Article 16 the President shall propose the board of directors to appoint vice presidents according to the specific conditions of the company’s operation and management, and the number of vice presidents shall not exceed the number specified in the articles of association.
Article 17 when the president nominates the vice president and the person in charge of finance, the resume and work performance of the candidate shall be attached. Article 18 If the vice president and the person in charge of finance have administrative or criminal violations, serious dereliction of duty or incompetence, and the board of directors recommends that the president request the board of directors to dismiss the person, the President shall propose the dismissal; If the president does not propose dismissal, he shall bear corresponding responsibilities for the consequences arising therefrom.
Chapter IV authority
Section I plan
Article 19 according to the company’s development strategy, the president is responsible for organizing managers to convene relevant departments to study and put forward the company’s medium and long-term development plan, which is reviewed and approved by the president’s office meeting and submitted to the board of directors for approval.
According to the medium and long-term development plan and annual financial budget, the president is responsible for organizing managers to formulate the company’s annual investment plan, submit it to the board of directors for approval, and the president is responsible for organizing the implementation.
The president is responsible for organizing managers to review the feasibility study report of the investment project and approve it according to the authority granted by the board of directors.
Article 20 according to the company’s medium and long-term development plan and in combination with the market conditions at home and abroad, the President shall organize the managers to convene relevant departments to formulate the company’s annual production and operation plan and submit it to the board of directors for approval. The president is responsible for organizing the formulation of quarterly and monthly production and operation plans, rolling adjustment and optimization according to market changes, and timely reporting major matters to the board of directors.
Article 21 according to the company’s development strategy, economic development trends at home and abroad, relevant national professional standards and the actual situation of the company’s employees, the president instructs relevant departments to study and put forward the company’s employee training and development plan, which shall be reviewed and approved by the president’s office meeting and reported to the board of directors.
Article 22 the President shall draft the company’s internal management organization setting plan and the company’s basic management system (including financial system, labor and personnel management system, etc.) and submit it to the board of directors for approval and decision before implementation.
Article 23 the President shall formulate the company’s regulations on labor and personnel management (including post responsibilities, attendance, personnel employment principles, assessment standards, employment and dismissal procedures, labor contract signing, etc.), safety and security regulations, health and environmental protection regulations, document receiving and dispatching and archives management regulations, which shall comply with the relevant provisions of relevant national laws and regulations, and standardize the management of the company.
Article 24 the president has the right to sign major contracts such as guarantee, loan and entrusted loan within the scope authorized by the board of directors.
Article 25 the vice president, financial officer and other senior managers may be invited to attend the meeting of the board of directors, but the non director vice president, chief accountant and other senior managers have no voting right at the board of directors. Section II Finance
Article 26 the company implements comprehensive budget management. The president organizes managers to convene relevant departments to formulate the company’s annual operating budget, investment budget and financial budget plan according to the company’s development strategy and the annual production and operation objectives and investment plan approved by the board of directors, and submit them to the board of directors for review and approval. The president is responsible for organizing the implementation of budget management, quarterly analysis, budget at the beginning of the month and ten day monitoring.
Article 27 the financing of the company shall be subject to unified planning and management. According to the annual budget approved by the board of directors, the president entrusts the financial director to organize relevant departments and holding companies to formulate specific financing scale and structure, which will be implemented after deliberation by the president’s office meeting. Strengthen supervision during implementation.
Section III personnel
Article 28 the appointment and dismissal of department managers, deputy managers and principals of holding subsidiaries of the company shall be nominated by the president and reported to the chairman for approval.
Article 29 in addition to the company’s management personnel specified in Article 28, the appointment and dismissal of other management personnel of the company shall be nominated by the president, submitted to the president’s team for discussion and decision, and signed and issued by the president.
Article 30 the President shall be responsible for organizing the formulation of the salary and welfare system of the company’s employees, which shall be implemented after being reviewed and approved by the president’s office meeting and submitted to the board of directors for approval.
The President shall organize relevant departments to put forward the annual payroll use plan, which shall be reviewed and approved by the president’s office meeting and implemented after being submitted to the board of directors for approval.
The president is responsible for organizing the implementation of the company’s senior management salary plan and reporting major matters to the board of directors in time. Article 31 the President shall listen to the opinions of the trade union and the workers’ Congress in advance when formulating issues related to the vital interests of the employees, such as wages, welfare, production safety, labor protection, labor insurance, dismissal of the company’s employees, etc.
Section IV documents
Article 32 documents submitted to the president, vice president and person in charge of Finance for approval shall be handled according to the document approval procedures and the division of leadership.
Article 33 the basic management system of the company shall be reviewed by the president and approved by the board of directors before being signed and issued by the chairman of the board of directors; The specific rules and regulations of the company shall be signed and issued by the president.
Article 34 the authorization document of the company’s legal representative shall be signed and issued by the chairman of the board. Important documents submitted to the board of directors shall be signed and issued by the president.
Article 35 the documents issued by the company shall be signed and issued by the president or vice president according to the division of labor; Involving the work in charge of the vice president, which shall be approved and signed by the relevant vice president; Important work involving the overall situation shall be signed and issued by the president after the opinions are signed by the vice president in charge. For documents issued by the headquarters Department, any important or overall matters involved shall be reported to the vice president for approval before being signed and issued by the department head.
Section V authorization
Article 36 for matters beyond the scope of authority, the board of directors or the chairman of the board of directors may authorize the president in writing; The President shall report to the vice president or the person in charge of the holding subsidiary, and the vice president may authorize the department head in writing.
The authorized person shall timely report the handling process and results of the authorized matters to the authorized person.
Chapter V meetings
Article 37 major issues of the company shall be submitted to the president’s office meeting for deliberation. Except for matters that must be deliberated and approved by the general meeting of shareholders, the board of directors and the chairman of the board of directors, the president’s office meeting shall make decisions.
The president’s office meeting shall be held as required, but under any of the following circumstances, the President shall be held within three months
