Fujian Rongji Software Co.Ltd(002474)
Working rules of the president
Chapter I General Provisions
Article 1 in order to improve the management efficiency and level of the company, the detailed rules are formulated in accordance with the requirements of the company law of the people's Republic of China (hereinafter referred to as the "company law"), the Fujian Rongji Software Co.Ltd(002474) articles of Association (hereinafter referred to as the "articles of association") and the actual situation of the company.
Article 2 these work rules stipulate the responsibilities, authorities and division of work of the president and vice president of the company. Article 3 the working rules stipulate the main management functions and matters of the president, vice president and other senior managers of the company.
Article 4 the president and vice president of the company shall not only exercise their functions and powers in accordance with the provisions of the articles of association, but also exercise their management functions and powers and assume management responsibilities in accordance with the provisions of these detailed rules.
Article 5 the appointment and dismissal of the president, vice president and other senior managers of the company shall be carried out in strict accordance with the provisions of relevant laws, regulations and the articles of association. No organization or individual may interfere with the normal selection and employment procedures of the president of the above-mentioned company.
Article 6 the company selects and employs the president, vice president and other senior managers in an open and transparent manner.
Article 7 the company shall sign an employment contract with the president, vice president and other president personnel of the company to clarify the rights and obligations of both parties.
Article 8 the president of the company has a term of office of three years and can be reappointed. The appointment and removal of the president of the company shall follow legal procedures.
Chapter II president organization
Article 9 the president organization of the company has one president, one executive vice president, several vice presidents, one chief financial officer and one secretary of the board of directors.
Article 10 the company may add positions such as vice president and other senior managers according to the needs of production and business activities and business development.
Article 11 the personnel change of the president organization of the company shall be reviewed and approved by the board of directors.
Article 12 the president of the company shall work under the leadership of the board of directors of the company and accept the supervision and guidance of the board of directors of the company.
Chapter III functions and powers of the president and other senior managers
Article 13 the president of the company shall perform 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.
(II) 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 settlement reports;
6. Report to the board of directors on the implementation of annual business plan and investment plan.
(III) formulate the establishment plan of the company's internal management organization.
1. Propose 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.
(IV) formulate 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.
(V) formulate specific regulations.
1. Specify 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.
(VI) propose to the board of directors to appoint or dismiss the company's vice president, chief financial officer and the legal representative of the company's subordinate holding enterprises.
1. Assess and nominate the vice president, 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 division of work of senior managers such as vice president and chief financial officer.
(VII) appoint or dismiss personnel other than those to be appointed or dismissed by the board of directors, and decide on the appointment, removal, work arrangement, remuneration, welfare, reward and punishment plan of employees.
(VIII) propose to convene an interim meeting of the board of directors.
The president may propose to convene an interim meeting for the following reasons:
1. Propose major adjustment plans for the company's annual plan and investment plan;
2. If the company's investment plan cannot be implemented due to changes in the situation or force majeure, it is suggested to cancel the investment plan;
3. When the implementation of the resolution of the board of directors is inconsistent with national laws and administrative regulations and cannot be balanced; 4. When their legitimate rights and interests are seriously damaged.
(IX) other functions and powers authorized by the articles of association or the board of directors.
(x) the president who is not a director shall attend the meeting of the board of directors without voting rights.
Article 14 the President shall, in accordance with the articles of association and the authorization of the board of directors, decide on the use of the company's funds, the disposal of assets and the signing of major contracts.
(I) the president implements the company's annual plan and investment plan approved by the board of directors, and the capital limit he has the right to use is less than 2 million yuan;
(II) the board of directors authorizes the president to decide on the disposal of assets with a single amount of less than 5 million yuan, but the annual cumulative total amount shall not exceed 10 million yuan.
(III) if the situation is urgent and the other party is confirmed to be a bona fide third party in good faith and with sufficient reasons, with the authorization of the company's legal representative, the president also has the right to go beyond the above restrictions, use the company's funds and assets and sign major contracts, but shall report to the board of directors immediately after the event occurs and bear the responsibility.
Article 15 the vice president of the company shall be appointed and removed by the board of directors after being assessed and nominated by the president. The vice president of the company shall perform the following duties:
(I) be responsible to the president for his business and daily work, and report to the president regularly.
(II) be familiar with and master the work of their own business scope, report to the president in time, and put forward suggestions and opinions.
(III) under the leadership of the president, implement the work in charge according to the spirit of the resolutions of the board of directors and the president's office meeting and the president's work arrangement, and ensure a high degree of unity and coordination with the president's overall work plan and deployment arrangement.
(IV) coordinate the contact between the Department in charge and other departments, and assist the president to establish and improve the company's unified, efficient, strong and powerful organization system and work system.
(V) may propose to the president to convene the president's office meeting.
(VI) be responsible for the management assigned by the president.
(VII) according to the performance and performance, the vice president has the responsibility to request the president of the company to dismiss or employ the general managers and employees within the scope of his business.
(VIII) implement other work authorized or arranged by the president.
(IX) complete other tasks assigned by the president in time.
Article 16 the chief financial officer shall be appointed and removed by the board of directors of the company after being assessed and nominated by the president. The financial controller performs the following duties:
(I) under the leadership of the president, assist the president to be specially responsible for the company's fund-raising and review of major investment projects, and put forward written suggestions to the president.
(II) be responsible for formulating the company's basic financial management system and supervising its implementation.
(III) be responsible for formulating the company's internal financial control system and supervising its implementation.
(IV) review the financial regulations of the subordinate companies, ensure that the financial work of the company complies with the laws, regulations and the provisions and requirements of the financial and securities regulatory authorities, and avoid the financial risks of the company.
(V) 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.
(VI) 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 will not be affected by the capital gap.
(VII) be responsible for the management of the company's budget and final accounts, and ensure that the company's budget and final accounts meet the requirements of accounting standards, laws, regulations and departmental rules and regulations.
(VIII) be responsible for the management of the company's profits and equity income, and safeguard the company's interests and shareholders' rights and interests.
(IX) be responsible for guiding and training the company's accounting personnel, regularly checking the business work of the company's accounting personnel, and timely reporting the existing problems to the president.
(x) 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 president. While reporting the above situation, be responsible for proposing specific, timely and appropriate solutions to avoid losses to the company. （12） Any abnormal financial fluctuation of the company must be reported to the president at any time and put forward timely and correct solutions.
（13） Be responsible for other work assigned by the president.
Chapter IV planning and organization
Article 17 the president team 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 18 the annual work plan must meet the needs of the company's business objectives and have strong operability and feasibility.
Article 19 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 20 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 implemented after being approved by the president's office meeting.
Article 21 the president team of the company shall formulate specific implementation plans for each important project or sub item according to the quarterly, semi annual and annual work plans. Such plans shall be implemented after being approved by the president's office meeting of the company.
Article 22 the president team of the company shall properly decompose the annual work plan, and urge all functional departments and branches to formulate corresponding departmental work plans according to the annual work plan of the company.
Article 23 the president team of the company shall be responsible for the organization of the implementation of various work plans, comprehensively allocate the human, material and financial resources required for major project plans in advance, and fully consider all links of the implementation of the plan.
Article 24 the president team of the company shall supervise the planning, organization and implementation of all subordinate departments.
Article 25 the president team of the company shall strive to ensure that all organizational work of the company shall fully reflect adaptability, foresight, coordination and effectiveness.
Chapter V coordination and control
Article 26 the president of the company shall coordinate and control the daily business activities of the company as a whole.
Article 27 the vice president of the company shall coordinate and control the businesses and institutions in his charge, and timely and properly solve all kinds of conflicts and contradictions.
Article 28 the president team of the company shall do a good job in coordination and control among all functional departments and branches of the company.
Article 29 the president team of the company shall inspect the daily operation work in a planned way, and find and solve various problems in time.
Article 30 the president team of the company shall strengthen the control over the work flow and decision-making procedures of the business matters in charge, and eliminate all kinds of behaviors detrimental to the interests of the company.
Article 31 the president team of the company shall exercise the power of capital, asset utilization and other matters in accordance with the articles of association and other management systems of the company.
Article 32 the president team of the company shall strengthen the assessment of subordinate departments, institutions and personnel. Chapter VI business organization and president office meeting system
Section 1 business organization
Article 33 the working organization of the President shall be set up in accordance with the principles of simplification, unification and efficiency:
(I) according to the scale of the company and the resolution of the board of directors, the company sets up the president's office, human resources department, finance department and securities department. The functions of each department are as follows:
1. President's Office
Responsible for external interface work; Implement the resolutions of the general meeting of shareholders, the board of directors and the president's office meeting, and supervise and feed back the implementation; Be responsible for the centralized management of the company's rules and regulations; Assist the company's leaders to carry out investigation and research, participate in the planning and research of the company's major problems and important business activities, and put forward development suggestions; Be responsible for qualification, official documents, archives and safety management, and organize meetings and foreign affairs reception activities; Be responsible for the company's daily administrative affairs management and logistics support operation; Responsible for corporate culture and brand, informatization and website construction and maintenance management, and corporate image planning; Be responsible for the extension and expansion of the company's external public relations.
2. Human Resources Department
Responsible for human resources development and management of the company; Formulate performance management plan and plan salary system; Prepare human resource management system and implementation measures; Formulate the organization and function of the design department; Be responsible for the company's performance appraisal and the establishment of salary incentive and restraint mechanism; Be responsible for the management of labor contracts, personnel files, personnel recruitment and salary plans; Organize job qualification certification, plan and organize the training of operation and management personnel and professional technicians.
3. Finance Department
Be responsible for the company's financial management and accounting; Formulate the company's financial management and accounting system, and guide the construction of the financial system of each branch (subsidiary); Carry out comprehensive budget management, organize financial budget, accounting, accounting supervision, accounting statements and financial final accounts, and guide the preparation of financial statements of each branch (subsidiary); Organize the preparation of economic operation analysis report; Be responsible for raising and allocating the company's funds and controlling financial risks; Corporate tax
