Vanfund Urban Investment&Development Co.Ltd(000638)
General manager’s working rules
Chapter I General Provisions
Article 1 in order to ensure that the general manager and the general manager team of Vanfund Urban Investment&Development Co.Ltd(000638) (hereinafter referred to as “the company”) correctly perform the responsibilities entrusted by the articles of association and the board of directors, make the company operate in a standardized and efficient manner, prevent business risks and improve economic benefits, these detailed rules are formulated in accordance with the provisions of the company justice of the people’s Republic of China, the securities law of the people’s Republic of China, the articles of association and relevant national laws and regulations. Article 2 the general manager and members of the general manager team shall abide by the provisions of national laws, regulations and the articles of association, be loyal to their duties, diligent, honest and trustworthy.
Chapter II appointment, dismissal and resignation of the general manager
Article 3 the company shall have one general manager, who shall be appointed or dismissed by the board of directors. A director may be employed concurrently as the general manager, deputy general manager or other senior managers, but the total number of directors concurrently serving as the general manager, deputy general manager or other senior managers and directors held by employee representatives shall not exceed one-half of the total number of directors of the company.
Article 4 the general manager shall abide by the provisions of laws, administrative regulations and the articles of association, and perform the obligations of integrity and diligence. Those who are under the circumstances specified in Article 146 of the company law and are determined by the CSRC to be prohibited from entering the market, and the prohibition has not been lifted, shall not serve as the general manager of the company.
Article 5 The term of office of the general manager is three years, and the general manager can be reappointed.
Article 6 the general manager may resign before the expiration of his term of office. The specific procedures and measures for the resignation of the general manager shall be stipulated in the labor contract between the general manager and the company.
When the company dismisses the general manager, the chairman shall put forward the reasons for dismissal, and the board of directors shall decide whether to dismiss or not.
Article 7 the board of directors shall decide the assessment indicators and assessment methods for the general manager, and implement the assessment process. The board of directors shall decide the reward or remuneration of the general manager according to the assessment results.
Article 8 if the general manager resigns or dismisses during his term of office, he must be audited by an accounting firm or audit firm with legal qualification and good reputation.
Chapter III responsibilities of the general manager
Article 9 the general manager shall be responsible to the board of directors and exercise the following functions and powers:
(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;
(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 company’s deputy general manager and chief financial officer;
(VII) decide on the appointment or dismissal of management personnel other than those who should be decided by the board of directors; (VIII) formulate the salary, welfare, reward and punishment system and scheme of the company’s employees, and decide on the employment and dismissal of employees;
(IX) propose to convene an interim meeting of the board of directors;
(x) related party transactions with related parties with an amount of less than or more than 3 million but accounting for less than 0.5% of the absolute value of the company’s latest audited net assets (except financial assistance and external guarantee).
（11） Signing of major procurement, sales, project contracting, provision of labor services, bank loans and other contracts less than 10 million yuan related to daily operation.
（12） Approval of expenses less than 3 million yuan related to daily operation.
Chapter IV specific responsibilities and division of labor of members of the general manager team
Article 10 the members of the general manager team are composed of the general manager, deputy general manager and chief financial officer. The company has 2-5 deputy general managers and 1 chief financial officer.
Article 11 other members of the general manager team shall seriously assist the general manager in his work and exercise his powers within the scope of the articles of association and the authorization of the general manager.
Article 12 members of the general manager team shall abide by the company law, securities law and other laws and regulations and the articles of association, faithfully perform their duties and safeguard the interests of the company, and shall not use their power to seek personal interests for themselves or others.
Article 13 members of the general manager team shall not deposit the company’s assets in another account in their own name or other names; No guarantee shall be provided for other individuals and economic organizations without the authorization of the board of directors.
Article 14 members of the general manager team shall not enter into economic contracts or conduct transactions with the company and its branches and subsidiaries except as stipulated in the articles of association or agreed by the general meeting of shareholders.
Article 15 members of the general manager team shall be responsible for the confidentiality of the company’s affairs and shall not disclose the confidential information related to the company obtained during their tenure.
Article 16 the general manager shall perform the following duties
(I) maintain the property rights of the company’s enterprise legal person, ensure the preservation and appreciation of the company’s assets, and correctly deal with the interests of owners, enterprises and employees;
(II) strictly abide by the articles of association and the resolutions of the board of directors, regularly report to the board of directors and listen to opinions; It is not allowed to change the resolution of the board of directors or exercise duties beyond its authority;
(III) organize all aspects of the company to implement the work tasks and various production and operation indicators determined by the board of directors, promote the effective operation responsibility system, and ensure the completion of various operation and management indicators;
(IV) pay attention to the analysis and research of market information and industry dynamics, and enhance the market adaptability of enterprises;
(V) organize and promote the establishment of professional management systems to improve product manufacturing capacity and professional management level; (VI) on the basis of improving the economic benefits of the company, strengthen organizational construction, cultivate high-quality professional team and management team, and create a good corporate culture.
Article 17 the company shall set up a deputy general manager as required. The deputy general manager can be nominated by the general manager and appointed by the board of directors after being reviewed and approved by the board of directors.
Article 18 the deputy general manager shall perform the following duties:
(I) assist the general manager in his work;
(II) be responsible for the management of the business departments in charge;
(III) guide and supervise the improvement of professional ability of business departments in charge;
(IV) implement the resolutions of the general manager’s office meeting and other work assigned by the general manager.
Article 19 responsibilities of the chief financial officer:
(I) under the leadership of the general manager, be fully responsible for the company’s business accounting and financial accounting, and earnestly implement the national financial, accounting and tax laws and regulations;
(II) according to the resolutions of the board of directors and the general meeting of shareholders, organize the formulation of annual, semi annual and quarterly financial, cost (expense) and capital budgets, supervise the implementation of the budget, and regularly organize the analysis of economic activities;
(III) be responsible for drafting the company’s accounting and financial management rules and regulations;
(IV) participate in the discussion and decision-making of the company’s business policies, objectives and annual budget, and be responsible for formulating the company’s final account report, annual financial report, semi annual and quarterly financial report and profit distribution plan;
(V) review various revenue and expenditure plans of the company and control various expenses;
(VI) be in charge of the work of the company’s financial management center, and supervise, manage and guide the financial accounting work of all branches and affiliated companies on behalf of the company;
(VII) be responsible for the raising, management, settlement and supervision of the company’s working capital, and prevent capital risks;
(VIII) participate in major investment decisions of the company, review major economic contracts of the company and its branches and subsidiaries, and review business accounting and financial accounting reports;
(IX) decide on the use, deployment and promotion of financial personnel of the company and its branches and subsidiaries;
(x) implement the resolutions of the general manager’s office meeting and other work assigned by the general manager.
Article 20 If a member of the general manager team violates the provisions of laws, administrative regulations, departmental rules or the articles of association when performing his duties, and causes losses to the company, he shall be liable for compensation.
Chapter V general manager office meeting system
Article 21 the general manager office meeting is a working meeting for the general manager team of the company to exchange information, study work and negotiate matters.
Article 22 the general manager shall preside over the general manager’s office meeting. Under special circumstances, the general manager may entrust the deputy general manager to preside over it. The general manager’s office meeting is attended by members of the general manager team, general managers of branches and subsidiaries and heads of departments of the company. The Secretary of the board of directors may attend the general manager’s office meeting as a nonvoting delegate.
Article 23 in principle, the general manager’s office meeting shall be held around the 15th of each month. If the members of the general manager’s office meeting cannot attend the general manager’s office meeting for some reason, they shall ask for leave from the general manager or the deputy general manager presiding over the meeting.
Article 24 the general manager’s office shall be responsible for the affairs of the general manager’s office meeting. After the agenda of the general manager’s office meeting is approved by the general manager, the attendees of the general manager’s office meeting shall be notified at least one working day before the meeting. All departments, branches and subsidiaries of the company shall report to the general manager’s office 2 days before the meeting on the topics to be discussed at the general manager’s office meeting, and the general manager’s office shall make arrangements after asking the general manager for instructions.
The discussion materials of important topics must be delivered to the attendees at least 1 day in advance.
Article 25 the topics of the general manager’s office meeting include:
1. Convey and study the laws and regulations of relevant countries or the documents, instructions and decisions of regulatory authorities, as well as the resolutions of the general meeting of shareholders and the board of directors, and formulate measures and methods for implementation;
2. Summarize the production and operation of the company, the implementation of the resolutions of the general meeting of shareholders and the board of directors, and other matters to be reported to the board of directors;
3. Determine the company’s annual financial settlement plan, after tax profit distribution plan, major investment plan, and the company’s proposal for increasing or reducing registered capital and issuing bonds to be submitted to the board of directors for deliberation;
4. Determine the establishment plan of the company’s internal operation and management organization to be submitted to the board of directors for deliberation;
5. Determine the basic management system of the company to be submitted to the board of directors for deliberation;
6. Determine the company’s employee salary plan, reward and punishment plan, annual recruitment and employment plan;
7. Determine the specific rules and regulations of the company’s operation and management;
8. Determine the appointment and removal of personnel within the scope authorized by the articles of Association;
9. Determine important matters involving the scope of responsibility of multiple deputy general managers;
10. Determine the division of labor arrangement of the members of the general manager team;
11. Listen to the reports of branch and subsidiary operators;
12. Other matters that the general manager thinks need to be studied and solved.
Article 26 the general manager’s office meeting shall fully discuss the matters decided and strive to reach an agreement. In case of major differences of opinion, in principle, the meeting shall be arranged for discussion. In case of emergency and need to be determined immediately, the general manager’s opinion shall prevail.
Article 27 the general manager’s office meeting shall have meeting minutes, which mainly include: meeting type, meeting time, place, host, participants, main contents of the meeting, key points of participants’ speeches and discussion results, and shall be issued and implemented in the form of meeting minutes. The meeting minutes and meeting minutes shall be kept by the general manager’s office for a period of 5 years.
Article 28 the decisions of the general manager’s office meeting shall be made in the form of meeting minutes, which shall be implemented by the general manager team and undertaken by the specific business related units and departments after being signed by the general manager or deputy general manager presiding over the meeting.
Article 29 all meeting materials that need to be kept confidential shall be marked with “secret level” by the submitting department or personnel, and shall be recovered by the general manager’s office after the meeting. Participants shall strictly enforce the confidentiality discipline and shall not privately disseminate the meeting contents and agreed matters with confidentiality requirements.
Article 30 the minutes or resolutions of the general manager’s office meeting shall be reported to the directors and supervisors of the company after being signed by the general manager or deputy general manager presiding over the meeting.
Chapter VI reporting system of the general manager team to the board of directors and the board of supervisors
Article 31 the general manager team shall report its work to the board of directors and the board of supervisors, mainly including the following aspects: (I) the production, operation and management of the company;
(II) implementation of the resolutions of the board of directors, the company’s annual budget and investment plan;
(III) establishment and major adjustment of internal management organization;
(IV) formulation and modification of important management systems of the company;
(V) opinions on the appointment and removal of the company’s deputy general manager, chief financial officer and senior executives of subsidiaries; (VI) suggestions, signing and implementation of major contracts;
(VII) suggestions and implementation of major investment, asset disposal and fund use;
(VIII) major changes have taken place in the business environment of the company’s main business;
(IX) other situations deemed necessary by the members of the general manager team.
Article 32 the documents reported to the board of directors and the board of supervisors shall be delivered to the office of the board of directors after discussion at the general manager’s office meeting and at least two working days before the notice of the meeting of the board of directors and the board of supervisors is issued.
Article 33 in case of any of the situations listed in items (VI), (VII) and (VIII) of Article 31 and other matters to be considered by the board of directors, the general manager shall propose to convene an interim meeting of the board of directors.
Chapter VII general manager’s authority to use funds and assets
Article 34 the general manager has the right to arrange daily capital operation and asset utilization according to the actual business needs. The general manager shall define the specific responsibilities, division of labor and authority of the members of the general manager’s team and other personnel within his scope of authority.
Article 35 strict approval procedures shall be established for all economic acts within the approval authority of the general manager to protect the interests of the company from damage.
Article 36 any economic behavior that needs to be reported to the board of directors for approval. The application shall be submitted by the specific handling department, reviewed by the competent department, the company’s competent Deputy General Manager (or chief financial officer, Secretary of the board of directors) and the company’s general manager, and reviewed by the company’s legal counsel before it can be submitted to the board of directors for approval.
Chapter VIII supplementary provisions
Article 37 the detailed rules shall be interpreted by the board of directors of the company.
Article 38 in case of any conflict between these rules and relevant laws, regulations, normative documents and the articles of association, relevant laws, regulations, normative documents and the articles of association shall prevail.
Article 40 matters not covered in these Rules shall be handled in accordance with the rules
