Foci Pharmaceutical: Working Rules for Managers (April 2026)
Lanzhou Foci Pharmaceutical Co., Ltd.
Manager work rules
Chapter 1 General Provisions
Article 1 In order to promote the institutionalization, standardization and scientific operation and management of Lanzhou Foci Pharmaceutical Co., Ltd. (hereinafter referred to as the "Company"), further improve the company's corporate governance structure, standardize and ensure that the company's managers perform their duties in accordance with the law, these rules are formulated in accordance with the "Company Law of the People's Republic of China", "Gansu Province Provincial State-owned Enterprise Managers' Work Guidelines", "Lanzhou Foci Pharmaceutical Co., Ltd. Articles of Association" (hereinafter referred to as the "Articles of Association") and other laws, regulations, rules and normative documents.
Article 2 Members of the management team should consciously arm their minds with Xi Jinping Thought on Socialism with Chinese Characteristics for a New Era, strengthen their ideals and beliefs, keep in mind their original mission, deeply understand the decisive significance of the "two establishments", strengthen the "four consciousnesses", strengthen the "four self-confidences", achieve "two safeguards", and establish and practice a correct view of performance , carry forward the entrepreneurial spirit, be loyal to the party, be brave in innovation, manage the enterprise well, develop the enterprise well, be honest and honest, effectively safeguard the interests of the party and the country, the interests of investors, the interests of the enterprise and the legitimate rights and interests of the employees, promote the company to become stronger, better and bigger, enhance core functions, enhance core competitiveness, and accelerate the construction of a first-class enterprise.
Article 3 The management is the executive agency of the company, and is appointed or dismissed by the board of directors in accordance with the law. It is responsible for business planning, implementation, and management. It should consciously safeguard the leadership role of the company’s party committee in setting direction, managing the overall situation, and ensuring implementation, and consciously safeguard the board of directors’ role as the main business decision-making body in setting strategies, making decisions, and preventing risks, and promote the integration of strengthening the party’s leadership and improving corporate governance.
The management members who join the Party Committee and the Board of Directors shall exercise their powers and duties in the Party Committee and the Board of Directors in accordance with the relevant regulations and the relevant rules of the Party Committee and the Board of Directors.
Article 4 The members of the company’s management include the general manager, deputy general manager, secretary of the board of directors, chief financial officer and other senior managers specified in the company’s articles of association.
The general manager is responsible to the board of directors and reports work to the board of directors. The Board of Directors shall report its work to the Chairman when not in session and accept the supervision and management of the Board of Directors and the supervision of the Audit Committee of the Board of Directors.
Work Rules for Foci Pharmaceutical Managers
Chapter 2 Responsibilities and Permissions of Managers
Article 5 Members of the management team have a duty of loyalty and diligence to the company. They must abide by laws and regulations, the company's articles of association and corporate rules and regulations, be diligent and dedicated, work hard, perform their duties and fulfill their responsibilities.
Article 6 Managers shall perform the following responsibilities:
(1) Implement the Party’s theories, lines, principles and policies, implement the decisions and arrangements of the Party Central Committee and the State Council, the work arrangements of the Provincial Party Committee and the Provincial Government, and implement the work requirements of the Provincial Government’s State-owned Assets Supervision and Administration Commission and superior authorities;
(2) Focus on the implementation of the company's development strategies and plans, analyze and judge the macro situation and the company's status, actively plan strategies and plans to improve production and operations, and enhance the company's market adaptability and competitiveness;
(3) Organize the implementation of board resolutions, rationally allocate resources, improve execution efficiency, and promote the realization of the company's business plans and goals;
(4) Strengthen the company's internal management and internal control, optimize business processes, prevent and resolve risks, implement safety production responsibilities, improve the company's operational efficiency and management effectiveness, and safeguard the legitimate rights and interests of investors, the company and employees;
(5) Organize and provide support for the operation of the board of directors and the performance of directors’ duties, implement a mechanism for managers to formulate suggestions for major business management matters, and be responsible for the authenticity, accuracy, completeness and timeliness of information provided to the board of directors.
Article 7 The management level implements the general manager responsibility system. Exercising powers in accordance with the provisions of the company's articles of association or the authorization of the board of directors, including the following powers:
(1) Preside over the company’s operation and management and organize the implementation of the resolutions of the board of directors;
(2) Formulate the company’s development strategies, plans and business plans, and organize their implementation;
(3) Formulate the company’s annual investment plan and investment plan, and organize their implementation;
(4) Determine investment projects within a certain amount according to the company’s annual investment plan and investment plan, and approve the expenditure of regular project expenses and long-term investment periodic expenses;
(5) Formulate bond issuance plans and other financing plans above a certain amount, and approve certain
Other financing options below the amount specified in the working rules of Foci Pharmaceutical;
(6) Formulate the company’s guarantee plan;
(7) Formulate the company’s asset disposal plan and external donation plan, and approve the company’s asset disposal plan below a certain amount;
(8) Formulate the company’s annual financial budget plan, final accounts plan, profit distribution plan and loss compensation plan;
(9) Formulate the company’s plan to increase or reduce its registered capital;
(10) Formulate plans for the establishment of the company’s internal management organization, as well as plans for the establishment or cancellation of branches and subsidiaries;
(11) Formulate the company’s basic management system and formulate the company’s specific regulations;
(12) Formulate the company’s reform and reorganization plan;
(13) In accordance with relevant regulations, request the board of directors to appoint or dismiss relevant senior managers of the company;
(14) In accordance with relevant regulations, appoint or dismiss personnel other than those who should be appointed or dismissed by the board of directors;
(15) Formulate an income distribution plan for the company’s employees, and provide opinions on the income distribution plan for the subsidiary’s employees in accordance with relevant regulations;
(16) Formulate the internal supervision and management and risk control system, formulate the company's plan for establishing a risk management system, internal control system, illegal operation and investment liability investigation system and compliance management system, and organize its implementation after approval by the board of directors;
(17) Establish a general manager office meeting system, convene and preside over general manager office meetings;
(18) Coordinate, inspect and supervise the production, operation management and reform and development work of various departments, branches and subsidiaries;
(19) Propose suggestions on major matters involved in the company’s exercise of shareholders’ rights in the companies it invests in;
(20) Other powers authorized by laws, administrative regulations, the company's articles of association, and the board of directors.
Article 8 The deputy manager shall assist the general manager in his work, be responsible to the general manager, and be responsible for the work in the field of responsibility according to the division of labor; be entrusted by the general manager to be responsible for other aspects of work or special tasks.
Work Rules for Foci Pharmaceutical Managers
Article 9 The division of labor among management members shall comprehensively consider the work experience, professional expertise, familiar fields and other factors of each member, and coordinate the importance, workload and complexity of work tasks, so as to be scientific and reasonable, complement each other's advantages, and have suitable personnel and positions, and personnel.
The division of labor among management members shall be studied and determined in accordance with relevant regulations and procedures, and shall be reported to the higher-level party organization. When the company is considering the division of labor among members of the leadership team, it should fully listen to the opinions of the general manager regarding the division of labor among management members.
Article 10 Members of the Communist Party of China who are members of the management team should conscientiously fulfill “one position, dual responsibilities”, consciously accept the leadership of the Party committee, implement the decisions of the Party committee, and do a good job in party building work in the areas of responsibility based on the division of labor.
Chapter 3 Management Discussion and Decision-making Mechanism and Procedures
Article 11 The management’s discussion and decision-making generally takes the form of convening general manager office meetings, special meetings of management members, and signing reports. The rules of procedure of the General Manager's Office Meeting shall be in accordance with Chapter 2 of these Rules.
Implementation of relevant provisions of Chapter 3.
The general manager shall exercise the authority authorized by the board of directors in a standardized manner. For matters authorized by the board of directors to make decisions, he shall generally preside over a general manager's office meeting to study and make decisions; for major business management matters to be submitted to the board of directors for review, specific work measures to implement board resolutions, daily production and operation management matters, etc., he may flexibly adopt methods such as convening a general manager's office meeting, holding special meetings with management members, and signing reports to conduct research, discussion or decision-making based on the importance, complexity, and sensitivity of the relevant matters (measures).
Proposals for major business management matters drawn up by the management shall be submitted to the Party Committee for pre-study and discussion, and the Board of Directors for review and other procedures in accordance with regulations.
Article 12 Before the general manager studies and decides on matters authorized by the board of directors, he should generally listen to the opinions of the party committee secretary and chairman of the board, and postpone the meeting if there is disagreement; when studying, discussing or making decisions on other important issues, he should also pay attention to listening to the opinions of the party committee secretary and chairman of the board. The method of listening to opinions can be in the form of face-to-face communication or written form such as signing a report.
Suggestions on major business and management matters formulated by the deputy management organization must be submitted to the general manager for review according to procedures before being submitted to the Party Committee for study and discussion.
Article 13 The general manager office meeting implements the general manager responsibility system. The meeting is convened and chaired by the general manager
According to the working rules of the management of Foci Pharmaceutical, if the general manager is unable to convene and preside over the meeting for some reason, he can entrust the deputy manager to convene and preside over the meeting; when the general manager is vacant, inconvenient, or unable to entrust the meeting, the chairman of the board can designate a member of the management to convene and preside over the meeting.
Article 14 The general manager's office meeting shall generally be held only if no less than half of the management members are present.
According to work needs, the general manager's office meeting can arrange for the general counsel and other senior managers, heads of functional departments and affiliated enterprises and relevant personnel to participate or attend. Due to special work needs, the party committee secretary and chairman may attend the general manager's office meeting as a non-voting delegate; the full-time deputy secretary of the party committee may participate or attend as a non-voting delegate depending on the content of the agenda; and the secretary of the Disciplinary Inspection Commission may attend as a non-voting delegate.
Article 15 In order to improve work efficiency and simplify the decision-making process, the general manager may authorize the establishment of a temporary working group based on the actual situation of the company's operation and management.
Each working group shall carry out work within the scope authorized by the general manager and be responsible to the general manager;
The decision-making matters involved in each working group are authorized within the company's annual budget. They are authorized once a year and reported to the company's general manager's office meeting for record.
Each working group will report to the general manager’s office meeting on the decision-making matters of the current quarter at the end of each quarter.
Article 16 Procedures for convening the general manager’s office meeting
(1) Topic management of general manager’s office meetings
- Based on work needs and division of responsibilities, relevant functional departments and management members of the company shall study and propose issues and suggestions, and submit proposals through the automated office platform (OA) (paper versions of confidential proposals shall be submitted). After being countersigned by relevant departments and offices, reviewed by the leaders in charge, and approved by the general manager, they can be submitted to the meeting for consideration.
Depending on the importance, complexity, and sensitivity of the issues and proposed plans, the members of the leadership team in charge may chair a special meeting to conduct research and listen to the opinions of other members of the leadership team.
The administrative office summarizes the meeting topics and suggested plans based on the "General Manager Office Meeting Topic Approval Form" copied in the automated office platform (OA), reports the meeting matters to the general manager in advance, and notifies relevant topics and suggested plans to be submitted to the department to prepare for the meeting.
The general manager reviews the topics and suggested plans, and communicates with the party committee secretary and chairman based on the status of the topics.
Work Rules for Foci Pharmaceutical Managers
(2) Convening of the general manager’s office meeting
The general manager’s office meeting shall be held on-site as a basic principle. If necessary, with the consent of the convener, it may also be held through communication methods such as video, telephone, fax, written signature, or email, or a combination of on-site and other communication methods.
In principle, the topics of the general manager’s office meeting shall be reported by the host department, and the leader in charge may make supplementary reports according to actual needs; for topics involving multiple functional departments, the general manager shall decide whether to report to the main department or to attend as a non-voting representative.
(3) Decision making at the general manager’s office meeting
The general manager presides over the general manager’s office meeting to study or make decisions on proposed plans. The discussion at the meeting should fully promote democracy, and the general manager should make decisions and take responsibility based on extensive listening to opinions. Different opinions should be carefully considered. If there are major differences, the decision will generally be suspended until further investigation, exchange of opinions, and full discussion are made before a decision is made.
When the decision-making matters of the general manager's office meeting have an interest in the management members themselves and their close relatives, or there are other circumstances that affect fair decision-making, the relevant personnel should recuse themselves. If the general manager is required to withdraw, in principle, matters authorized by the board of directors to make decisions shall be submitted to the board of directors for decision. Under special circumstances, the board of directors may temporarily authorize the chairman to convene a special meeting to make decisions and be responsible; for other matters, a deputy manager shall be designated to preside over the meeting to make decisions and be responsible. The opinions of the party committee secretary and the chairman shall be listened to before making decisions.
Article 17 The administrative office of the company is responsible for the affairs of the general manager’s office meeting. Under normal circumstances, participants and attendees of the meeting should be notified three days before the meeting, and meeting materials should be delivered. With the consent of the general manager, the aforementioned advance notice time limit may be waived.
Article 18 When members of the management hold a special meeting, senior managers, heads of functional departments and affiliated enterprises (units) directly related to the matters under study shall participate; according to work needs, relevant members of the management may be invited to participate. Meeting procedures should be simple and efficient, with the management members presiding over the meeting making decisions or forming opinions based on extensive listening to opinions.
Article 19 The resolutions of the general manager's office meeting and the special meeting of management members shall be published in the form of meeting minutes, which shall be reviewed and signed by the general manager or the meeting host.
Article 20 The resolutions of the general manager’s office meeting and the special meeting of management members shall be decided by the company’s management members.
The working rules of Foci Pharmaceutical managers or relevant senior managers are responsible according to the division of labor. The relevant functional departments and affiliated enterprises (units) are responsible for implementation, and the company's administrative office supervises the implementation.
Chapter 4 Management Supervision by Managers
Article 21 Members of the management team should strictly implement the relevant regulations on the management and supervision of state-owned enterprise leaders, consciously accept intra-party supervision, supervisory supervision, investor supervision, audit supervision, financial supervision, etc., and consciously accept the supervision of the party committee on the use of power and performance of duties, the supervision of the board of directors and its subordinate special committees, the dedicated supervision of disciplinary inspection and supervision agencies, and the democratic supervision of employees.
The company must improve the supervision system, promote the organic integration and mutual coordination of various types of supervision, form a joint force of supervision, and improve supervision efficiency.
Article 22 Members of the management team shall strictly abide by the Party's political disciplines and rules, strengthen their organizational concepts, report major issues and personal matters at work to the organization in accordance with prescribed procedures, and report to the party committee in advance before leaving their post or place of work. The general manager must also report to the superior unit when he leaves his post or place of work.
Article 23 The general manager shall report to the board of directors in the form of annual report, periodic report, timely report, etc. according to work needs. Annual report and periodic report are generally conducted in conjunction with the board of directors meeting. The annual report shall be subject to the opinions of the party committee in advance.
(1) Annual report. Mainly include: the implementation of the board of directors' resolutions last year, the company's production and operation status, this year's work plan, etc.
(2) Regular reports. It mainly includes: the implementation of resolutions of the board of directors, the exercise of matters authorized by the board of directors, the implementation of the company's production and operation plans and budgets, the implementation of rectification of problems found in various supervisory inspections such as auditing, state-owned assets supervision, special supervision and inspections, the implementation of questions asked by directors and opinions and suggestions put forward at board meetings, the income distribution of the company's employees, and other matters required to be reported by the board of directors.
(3) Timely reporting. Mainly include: major problems in the company's production and operation, major risks, especially possible major losses, major operating crises, risk management systems, internal control systems, compliance management systems, major issues in the accountability system for illegal operations and investments, and the company's senior management
Work Rules for Foci Pharmaceutical Managers
Major issues in personnel management behavior, etc.
For matters submitted by the management to the board of directors for review, the general manager shall generally arrange for relevant members of the management to report to the board of directors according to the division of labor.
Article 24 The annual and term operating performance assessment of management members shall be organized and implemented by the board of directors in accordance with the annual and term operating performance responsibility objectives, the term system of management members, and contractual management objective requirements and other relevant regulations. When approving the results of the operating performance assessment of deputy management members, the general manager’s opinion shall be heard.
Article 25 The deputy manager shall regularly report to the general manager the progress of the work in charge, promptly report major issues and important emergencies, and provide opinions and suggestions on major issues to the general manager after investigation. Major issues involving the management behavior of management members may be reported directly to the Party Committee, the Board of Directors or the relevant special committee responsible for the supervision of the Board of Directors.
Article 26 Managers should implement the party’s mass line, take the lead in implementing the democratic management system with the workers’ congress as the basic form, and consciously accept democratic supervision by workers. Employees' opinions must be solicited for major decisions, and major matters involving employees' vital interests must be reviewed by the employees' congress or workers' conference.
Article 27 The accountability of management members, the investigation of liability for illegal operations and investments, and the handling of suspected violations of disciplines and laws shall be carried out in accordance with the "Regulations on the Punishment of State-owned Enterprise Managers", the "Gansu Province Provincial Enterprises' Measures for Accountability for Illegal Operations and Investments" and other relevant regulations.
Chapter 5 Management’s own construction
Article 28 Managers should strengthen ideological and political construction, often benchmark and compare with the decisions and arrangements of the Party Central Committee and the spirit of General Secretary Xi Jinping’s important instructions, conscientiously implement the work arrangements of the provincial party committee, provincial government, and superior authorities, have the professional pursuit of building a first-class enterprise in mind, consciously act under the overall situation, be courageous to take responsibility, and forge ahead with determination. CCP members at the managerial level should take intra-party political life seriously, implement democratic centralism, and conscientiously participate in democratic life meetings and organizational life meetings.
Article 29 Managers should strengthen professional capacity building, actively participate in duty performance ability training, strengthen professional training in a targeted manner, hone professional thinking, improve professional quality, and master professional methods,
The working rules of Foci Pharmaceutical managers continuously improve their capabilities in strategic decision-making, corporate governance, value creation, reform and innovation, and risk prevention and resolution.
Article 30 Members of the management team should strengthen their awareness of the rule of law, maintain system authority, improve system execution, consciously act in accordance with rules and regulations, strictly implement the decision-making system of party committees, boards of directors, managers and other governance entities, and promote scientific decision-making and compliance operations of enterprises.
Chapter 6 Supplementary Provisions
Article 31 Matters not covered in these rules shall be implemented in accordance with relevant laws, regulations, rules, normative documents and the company's articles of association.
Article 32 These rules shall be interpreted by the administrative office, reviewed and approved by the company's board of directors, and shall take effect from the date of issuance. The original "Work Rules for the General Manager of Lanzhou Foci Pharmaceutical Co., Ltd." (FC/SHZLMS·009) shall be abolished at the same time.
Attachment: List of responsibilities of managers of Lanzhou Foci Pharmaceutical Co., Ltd.
Work Rules for Foci Pharmaceutical Managers
Accessories
Lanzhou Foci Pharmaceutical Co., Ltd. Manager Responsibilities List
No. Contents of Rights and Responsibilities Remarks 1: Preside over the company’s operation and management and organize the implementation of the resolutions of the board of directors;
2 Formulate the company’s development strategies, plans and business plans, and organize their implementation;
3 Formulate the company’s annual investment plan and investment plan, and organize their implementation;
According to the company's annual investment plan and investment plan, decide investment projects within a certain amount, approve the expenditure of regular project expenses and long-term investment periodic expenses; formulate bond issuance plans and other financing plans above a certain amount, and approve other financing plans below a certain amount;
- Formulate the company’s guarantee plan;
Formulate the company's asset disposal plan and external donation plan, and approve the company's asset disposal plan below a certain amount;
Formulate the company's annual financial budget plan, final accounts plan, profit distribution plan and loss compensation plan;
- Formulate the company’s plan to increase or reduce its registered capital;
Formulate plans for the establishment of the company's internal management organization, as well as plans for the establishment or cancellation of branches and subsidiaries;
11 Formulate the company’s basic management system and formulate the company’s specific regulations;
12 Formulate the company’s reform and reorganization plan;
In accordance with relevant regulations, request the board of directors to appoint or dismiss relevant senior managers of the company;
In accordance with relevant regulations, appoint or dismiss personnel other than those who should be appointed or dismissed by the board of directors; appoint financial directors and directors to holding and joint-stock companies, and recommend subsidiary managers;
Formulate an income distribution plan for the company's employees, and provide opinions on the income distribution plan for subsidiary employees 15 in accordance with relevant regulations; decide on the performance assessment management of each subsidiary and each department, the salary management of the heads of each subsidiary and each department, and the company's employees
Work Rules for Foci Pharmaceutical Managers
Salary and benefits management;
Formulate internal supervision and management and risk control systems, and formulate the company's risk management system
16 system, internal control system, illegal operation and investment liability investigation system and cooperation
The plan for regulating the management system shall be organized and implemented after approval by the board of directors;
17 Establish a general manager office meeting system, convene and preside over general manager office meetings;
Coordinate, inspect and supervise the production and operation management of various departments, branches and subsidiaries
and reform and development work;
19 Make suggestions on major matters involved in the company’s exercise of shareholders’ rights in the companies it invests in;
20 Other powers stipulated in laws, administrative regulations or authorized by the board of directors;
21 Determine the formulation and modification of the articles of association of each subsidiary; Decision-making matters 22 Determine non-public agreement transactions and internal transfer matters within the affiliated enterprises; Decision-making matters
Determine the company's cumulative net book value of fixed assets and intangible assets within a fiscal year,
23 Decision matters
Impairment, scrapping and disposal of other assets whose original book value does not exceed 20 million yuan;
24 Decide on a single equity investment with a total investment of less than 50 million yuan in the company and its subsidiaries; decision-making matters
Decide that the single amount of indirect financing shall not exceed 5% of the company’s latest audited net assets.
25 Information on decision-making matters;
Decide on the company’s single acquisition and sale of funds and assets involving less than 30 million yuan
Assets (excluding purchases of goods and sales of products, goods, etc. related to daily operations)
asset purchase or sale), asset leasing, entrustment or entrusted management
26 Decision-making matters assets and business, creditor's rights, debt restructuring, signing of license agreement, transfer or transfer
Research and development projects and other matters; the data involved in the calculation of the above indicators are negative values,
Calculate its absolute value.
27 Decide on the company’s internal single loan business of less than 30 million yuan; decision-making matters
Determine the company’s external donations and sponsorships with a single amount of less than 1 million yuan (including counterparties)
28 Decision matters
support);
29 Determine the company’s mobilization and use of funds beyond the budget; decision-making matters
Hiring accounting firms for non-annual audit work, as well as other consulting,
30 Decision-making matters evaluation, legal affairs and other intermediaries;
A lawsuit to determine the company's subject amount of 1 million yuan (inclusive). Deciding on subsidiaries 100
31 Decision matters
Litigation with a subject amount of RMB 10,000 (exclusive) to RMB 3 million (inclusive);
- Decide on intellectual property authorization matters such as trademarks, patents, and copyrights. Decision matters
Work Rules for Foci Pharmaceutical Managers