Document No.: zhkj2154 version / number of modifications: A / 1
General manager’s work rules
Prepared by he Junli reviewed by He Hao
Approved by Pan Lichun release date: April 20, 2022
The copyright of this document belongs to the company and cannot be copied or quoted without permission
catalogue
1. Purpose 32. Scope of application 33. Normative references 34. Terms and definitions 35. Senior management appointment procedures four
5.1 flow chart of appointment procedure four
5.2 process description 46. Qualifications of senior managers 57. Obligations of senior managers 58. Powers of senior management five
8.1 CEO’s authority five
8.2 functions and powers of (Executive) president and (Senior) Vice President six
8.3 powers of the chief financial officer seven
8.4 functions and powers of the Secretary of the board of Directors 89. General manager office meeting system nine
9.1 general manager office meeting nine
9.2 responsibilities nine
9.3 working procedures of the general manager’s office meeting 1010. General manager work report system twelve
10.1 responsibilities twelve
10.2 contents of the general manager’s work report twelve
11. Daily operation and management procedures twelve
11.1 internal control system development procedure twelve
11.2 basic procedures of personnel management thirteen
11.3 organization design and adjustment procedures thirteen
11.4 basic procedures of financial management thirteen
11.5 other important work procedures: 1312. Assessment, reward and punishment of senior managers 1413. Relevant / supporting documents 1414. Subordinate documents derived from this document 1415. Record 1416. Supplementary Provisions 1517. Document revision record 151. Purpose
This document is formulated in combination with the actual situation of the company in order to improve the corporate governance mechanism, clarify the responsibilities and authorities of senior managers, establish and improve the organizational structure and operation procedures suitable for the decisions of the board of directors, ensure the comprehensive and effective implementation of operation and management decisions, and improve the management and operation efficiency of the company. 2. Scope of application
This document is applicable to Unittec Co.Ltd(000925) . The general managers of subordinate holding subsidiaries shall formulate their own working rules for the general manager in accordance with the management system of branches and subsidiaries and the articles of association of subsidiaries and with reference to this document. 3. Normative references: Company Law, securities law, listing rules of Shenzhen Stock Exchange, self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, Unittec Co.Ltd(000925) articles of association, Unittec Co.Ltd(000925) board of directors authorization management system 4 Terms and definitions
The general manager in this document refers to the general name of the senior managers appointed by the board of directors to undertake management responsibilities in the company. Senior managers, including CEO, President, executive president, vice president, chief financial officer and Secretary of the board of directors.
5. Senior management appointment procedures
5.1 flow chart of appointment procedure
Senior management appointment procedure
CEO / Chairman board office nomination committee board input / output document
start
Nominee’s occupation
The examination of the proposal for nomination preparation is the academic background, professional title and details
Detailed work experience
All part-time and other information
Written materials
No board process
Review comments
5.2 process description
(1) The company has a CEO with a term of three years, which is synchronized with the change of the board of directors, and can be reappointed. (2) The company has several presidents, executive presidents and vice presidents, one chief financial officer and one secretary of the board of directors to assist the CEO.
(3) The board of directors appointment system is adopted for the senior management of the company.
The CEO and the Secretary of the board of directors shall be nominated or recommended by the chairman, reviewed by the nomination committee of the board of directors and deliberated and decided by the board of directors.
The president, executive president, vice president and chief financial officer shall be nominated or recommended by the CEO, reviewed by the nomination committee of the board of directors and deliberated and decided by the board of directors.
(4) A director may be employed concurrently as a senior manager, but the number of directors concurrently serving as a senior manager shall not exceed one-half of the total number of directors.
(5) The new senior management shall sign the statement and commitment of senior management within one month after the appointment is approved by the board of directors and report to the board of directors and Shenzhen stock exchange for filing.
6. Qualifications of senior managers
(1) Have rich management knowledge and practical experience, and have strong operation and management ability;
(2) Have a certain number of years of enterprise management experience, be proficient in this bank, be familiar with this bank’s production and operation business and master relevant national government, laws and regulations;
(3) Have the ability to know, be able to perform well, mobilize the enthusiasm of employees, establish a reasonable organization, coordinate various internal and external relations and take charge of the overall situation;
(4) Integrity, diligence and integrity.
(5) In his prime of life, he has a strong sense of mission and a pioneering spirit.
The articles of association shall also apply to senior managers in cases where they are not allowed to serve as directors.
Personnel who hold other administrative positions except directors and supervisors in the controlling shareholder and actual controller of the company shall not serve as senior managers of the company.
The appointment of the general manager and other senior personnel in violation of the provisions of this article shall be invalid. The company shall remove the general manager and other senior personnel from their posts in case of any situation under this article during their term of office. 7. Obligations of senior managers
The loyalty and diligence obligations of directors in the articles of association are also applicable to senior managers.
The income obtained by senior managers in violation of the provisions of this article shall be owned by the company; If losses are caused to the company, it shall be liable for compensation. 8. Authority of senior management
8.1 powers of CEO
(1) Comprehensively preside over the production, operation and management of the company and report to the board of directors.
(2) Organize and implement the company’s medium and long-term strategic planning and investment plan, annual business plan and investment plan, annual financial budget plan and final settlement plan, withdrawal and use plan of business performance incentive fund, equity incentive and employee stock ownership plan decided by the general meeting of shareholders and the board of directors.
(3) Formulate the internal management structure of the company and submit it to the board of directors for approval.
(4) Propose the appointment and removal plan of president, executive president, vice president and chief financial officer, which shall be submitted to the nomination committee of the board of directors for review and approved by the board of directors.
(5) The plan for foreign investment shall be formulated and submitted to the chairman for approval. If it exceeds the chairman’s limit, it shall also be submitted to the board of directors or the general meeting of shareholders for deliberation.
(6) Formulate plans for major transactions (including the purchase of assets, sale of assets, lease in or lease out of assets, entrusted or entrusted management of assets and businesses, gift or gift of assets, reorganization of creditor’s rights or debts, transfer or transfer of R & D projects, signing of license agreements, waiver of rights, and other transactions recognized by Shenzhen Stock Exchange) that occur outside the daily business activities, and submit them to the chairman for approval. If they exceed the chairman’s limit, It shall also be reported to the board of directors or the general meeting of shareholders for deliberation. (7) Determine the specific rules of the company.
(8) Approve the impairment of individual assets.
(9) According to the authorization of the board of directors, approve related party transactions that meet one of the following standards:
① Transactions with related natural persons below 300000;
② Transactions with affiliated legal persons less than 3 million, or the transaction amount accounts for less than 0.5% of the absolute value of the latest audited net assets of the listed company.
(10) Sign various contracts and agreements, and issue daily administrative, business and financial documents.
(11) The CEO who is not a director may attend the board of directors as a nonvoting delegate, but has no voting right at the board of directors.
(12) Propose to convene an interim meeting of the board of directors;
(13) Other functions and powers authorized by the articles of association or the board of directors.
8.2 functions and powers of president, executive president and vice president
(1) According to the division of labor determined by the CEO, assist the CEO to preside over the production, operation and management of the company, and take charge of the corresponding departments, branches and holding subsidiaries. The president and CEO report to the CEO. Senior vice president and vice president report to President and CEO.
(2) Organize or assist in the implementation of the decisions of the general meeting of shareholders, the board of directors, the business partner Committee, the chairman and the CEO within the scope of work in charge.
(3) Within the scope of work in charge, formulate the working rules and basic management system of the general manager of the company and submit them to the board of directors for approval.
(4) Within the scope of work in charge, formulate specific rules of the company and submit them to the CEO for approval.
(5) Within the scope of work in charge, propose plans for the appointment and removal, salary, welfare, reward and punishment and assessment of managers other than the senior managers appointed by the board of directors, and submit them to the chairman for approval.
(6) Formulate indirect financing plan within the scope of work in charge and submit it to the board of directors for approval;
(7) Formulate asset impairment plan within the scope of work of the supervisor and submit it to the CEO for approval;
(8) Formulate an asset write off plan within the scope of work in charge and submit it to the chairman for approval;
(9) Within the scope of work in charge, formulate the guarantee scheme between companies within the system and submit it to the board of directors for approval. If it exceeds the limit of the board of directors, it shall also be submitted to the general meeting of shareholders for deliberation;
(10) Within the scope of work in charge, formulate plans for securities investment, entrusted financial management and derivatives trading, and submit them to the board of directors for approval. If they exceed the limit of the board of directors, they need to be submitted to the general meeting of shareholders for deliberation;
(11) Within the scope of work of the supervisor, formulate a related party transaction plan and submit it to the CEO for approval. If it exceeds the CEO limit, it shall also be submitted to the board of directors or the general meeting of shareholders for deliberation.
(12) Decide on daily transactions (purchase of raw materials, fuel and power; acceptance of labor services; sale of products and commodities; provision of labor services; project contracting; other transactions related to the daily operation of the company) within the scope of work in charge.
(13) Within the scope of work in charge, examine and approve the payment of daily operation, investment and fund-raising funds within the annual financial budget (including capital budget, estimated B / s and estimated P / L) in accordance with the financial management system.
(14) Have the right to hold a business coordination meeting within the scope of work of the supervisor, determine the duration, topics and attendees of the meeting, and report the results of the meeting to the CEO after the meeting.
(15) Issue relevant business documents within the scope of responsibilities according to the authorization of the CEO.
(16) Non Director (Executive) president and (Senior) vice president may attend the board of directors as nonvoting delegates, but have no voting right at the board of directors.
(17) Other functions and powers authorized by the articles of association or the board of directors, chairman and CEO.
8.3 powers of the chief financial officer
(1) Be in charge of the company’s financial department and report to the CEO.
(2) Establish and improve the financial accounting system, financial monitoring system and budget system, and carry out overall control over capital activities, financial reports and comprehensive budget.
(4) Formulate financial management system, accounting system and specific financial regulations.
(3) Within the scope of work in charge, propose the appointment and removal, salary, welfare, reward and punishment and assessment schemes of financial managers other than the senior managers appointed by the board of directors, and submit them to the chairman for approval.
(5) Preside over the preparation of annual financial budget, final accounts, profit distribution and loss recovery plan according to the company’s business plan and investment plan.
(6) Participate in the decision-making of production and business activities and major economic work, and participate in the formulation and review of relevant economic contracts, agreements and other economic documents.
(7) Raise the funds required for the company’s operation according to the approved financing plan and scheme.
(8) Carry out financial supervision on the implementation of approved major business plans and investment and financing plans, and carry out financial supervision and inspection on the financial operation and capital revenue and expenditure of subordinate holding subsidiaries;
(9) Control the company according to the cost, profit and capital plan
