Company contract management

1 Objective To standardize the group company's contract management program, clarify management responsibilities, define management level, prevent operational risks, and improve management efficiency.
2 Scope This system applies to the headquarters of the group company, branches and other directly affiliated units. The wholly-owned and controlled subsidiaries of the group company are executed in accordance with legal procedures.
3 definition
3.1 Subsidiary: Specifically refers to the wholly-owned enterprises and other directly affiliated units of the group company, and the holding company of the group company that should implement this system in accordance with the statutory procedures.
3.2 Contract: refers to the establishment, alteration and termination of the group company and its wholly-owned, controlling member companies and other directly affiliated units, among the natural persons, legal persons and other organizations of the equal subject, and the equal subjects within the group, in addition to the labor contract. Agreement on civil rights and obligations.
3.3 Contract management: refers to the management of the whole process of contract establishment, intention contact, credit investigation, business negotiation, contract clause drafting, examination and signing, signature, filing review, performance, change, suspension, cancellation, dispute handling, filing and filing. .
4 management system, organizational form and related regulations
4.1 Contract management implements a combination of hierarchical centralized management and limited centralized control.
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The system of organization, the specific organizational form includes:
4.1.1 Subsidiary The following contract, if it is a project directly under the management of the group company, can be signed after approval by the relevant business department of the group company; non-subordinate to the project directly managed by the group company, and other authorized branches belonging to the group company Projects managed by other directly managed units shall be signed and approved by the branch of the group company or other directly managed units with corresponding management authority, and shall be reported to the group company for record by the audit or directly. Among them, the project contract that needs to be guaranteed by the group company shall be signed after the approval of the group company:
4.1.1.1 The use of foreign capital contracts for power projects.
4.1.1.2 Investment, borrowing and other financing, corporate property insurance, asset transfer, sale, acquisition, lease contract.
4.1.1.3 The group company directly manages the purchase and sale of electricity contracts, grid-connected dispatching agreements, power plant operations, and unit maintenance contracts.
4.1.1.4 Business combination, merger, joint venture contract, and guarantee contract.
4.1.1.5 Contracts for sale and purchase above the limit.
4.1.1.6 Other contracts that the group company or the affiliated unit with management authority considers necessary to review or record.
4.1.2 All kinds of contracts of the headquarters of the group company and other contracts of the subordinate units other than the scope specified in 4.1.1 shall be handled by the group company and its subordinate units in accordance with the relevant provisions of the internal contract management of the unit.
4.1.3 Group company holding company, in accordance with the provisions of 4.1.1, in accordance with the "Company Law"
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And the shareholders' rights and procedures as stipulated in the company's articles of association.
4.2 Management regulations
4.2.1 The signing of the contract must be in writing, except for the immediate settlement.
4.2.2 The general management department of the headquarters of the group company and the legal affairs work organization or legal consultant of the subordinate company is the contract management department.
4.2.3 It is necessary to conclude various agreements and archives with contractual nature in the name of the group company or the subordinate unit, and to undertake the contract. The contractor shall designate the contractor according to the contractual project needs, and the seconded or borrowed personnel shall not be designated as the undertaker.
4.2.4 The auditing and supervision departments shall audit and supervise the whole process of contract formation, performance, change and cancellation according to their duties.
4.2.5 Prior to the signing of the contract, it shall be examined and approved by the financial, auditing, and centralized management departments, as well as the relevant business management departments involved in the contract. The scope of relevant business management departments shall be determined by the undertaking department according to the projects involved in the project, centralized management, comprehensive affairs, labor, personnel, safety, technology, production, construction, equity, market, and international cooperation.
4.2.6 Contract management The responsibility system that combines the responsibility system of the contractor and the responsibility system for the examination and signing is implemented.
4.2.6.1 The contract undertaker is fully responsible for the whole process of contract formation, performance and execution, and the contractor is the direct responsible person.
4.2.6.2 The review and signing department shall, in accordance with the duties of the department and the provisions of these Measures, lodge corresponding responsibilities for the relevant opinions that should be made in the contract items without making any relevant opinions. -4-
4.2.7 The functional departments of the group company and its subordinate units shall not sign contracts or other written files of a contractual nature in their own name; branches with business licenses shall sign contracts in their own names and shall have the group The company's authorization is entrusted.
4.2.8 If the legal representative does not sign in person and authorizes the agent to sign the contract, the power of attorney shall be handled in accordance with the provisions of the “Administrative Measures for Authorized Entrustment of the Legal Representative of the Group Company”.
4.2.9 The contractual contractor and the contractual management department shall establish separate contract accounts and implement the compliance tracking statistical reporting responsibility system.
4.2.10 In the conclusion and performance of a contract, if one of the following acts has a major impact or serious consequences, the supervisory department shall investigate and deal with it according to the relevant provisions, and shall be investigated with the personnel department to be responsible for the responsible unit and the person directly responsible. Responsibility. If it is suspected of committing a crime, it shall be handed over to the judicial organ for handling:
4.2.10.1 Failure to sign or perform the contract in accordance with the provisions of these Measures.
4.2.10.2 If there is a major defect or invalid contract.
4.2.10.3 The reviewer delays the review time or fails to review the contractual defects.
4.2.10.4 Failure to perform changes or discharge of contractual duties in accordance with the law or these Measures.
4.2.10.5 The other party shall be held arbitrarily for breach of contract liability.
4.2.10.6 Providing false information.
4.2.10.7 Failure to perform internal management procedures, over-authorization or abuse of authorized contracting.
4.2.10.8 Failure to authorize or transfer the commission without authorization.
4.2.10.9 Maliciously colluding with the other party or a third person and accepting bribes. -5-
4.2.10.10 Disclosure of contract intentions, trade secrets or related secrets.
4.2.10.11 Delay in the processing of disputes during the statutory limitation period.
4.2.10.12 There are other dereliction of duty in the process of contract management, signing, review and performance.
5 duties
5.1 Responsibilities of the centralized management department
5.1.1 Implement the laws, regulations and rules and regulations of contract management to provide legal services for the contractual contractor.
5.1.2 Establish and improve the contract management system of the unit, supervise, inspect and examine the contract management of each department and its affiliated and managed units.
5.1.3 Participate in the negotiation, negotiation, drafting, review, signing and handling of contractual disputes of major contracts.
5.1.4 Unified management of the legal representative's power of attorney and notarization, attestation matters, management contract special seal.
5.1.5 Responsible for the management of the contract filing text, and implement the contract registration, statistics and reporting system.
5.1.6 Organization contract management knowledge training, responsible for the contractor qualification review.
5.1.7 In the process of signing or participating in the negotiation of major contracts, it is responsible for reviewing the legality, rigor and feasibility of the subject, content and form of the contract.
5.1.8 Other related management work.
5.2 Contract Undertaking Department Responsibilities-6-
5.2.1 Responsible for the contract establishment, designation of the contractor, feasibility study, intentional contact, credit investigation, report to the competent leader for approval.
5.2.2 Negotiation of the organization contract.
5.2.3 Draft the contract text and organize the review and signing.
5.2.4 Sign the organization contract and handle the required power of attorney for the legal representative.
5.2.5 Responsible for the performance, change, cancellation and dispute handling of the contract.
5.2.6 Responsible for the management of contract files.
5.2.7 Responsible for the handling of the audit items of the group company submitted to the group company.
5.2.8 Collect information on the implementation of these measures, and construct a design according to the annual system of the group company, propose repairs

Change your opinion.
5.3 Contract review will sign departmental responsibilities
5.3.1 The finance department is responsible for the price of the contract, the reasonableness and feasibility of the payment method, the reliability of the capital budget and source, the legality and compliance of the financial procedures, the legality and security of the secured property, and the change of the contract. Or the economics of the release are assessed and a written opinion is issued.
5.3.2 The audit department is responsible for reviewing the source of funds, use and ownership of the contract, the legality of the approval procedures, and the reasonableness and legality of the contract price, remuneration and settlement.
5.3.3 The relevant business department shall be responsible for reviewing the legality, reliability, feasibility, safety of the relevant provisions of the business scope of the contract, whether it meets the relevant standards and government file regulations, etc. according to the responsibilities of the department. -7-
5.3.4 The centralized management department shall review the functions of the meeting and shall perform the functions in accordance with the provisions of 5.1.7 of the present Measures.
5.4 Contractor's Responsibilities The contractor shall be responsible for the whole process from the time of the contract from the time of the contract to the end of the performance. Any problems related to the contract arising during the period shall be promptly related to the department in accordance with the relevant laws and regulations of the State and the provisions of these Measures. The responsible person and the centralized management department conduct consultations and deal with them mainly by the undertaker.
5.5 The duties of the supervisory department shall be responsible for supervising and inspecting the legality, compliance and authenticity of the procedures for the handling of the contract and the actions of the relevant parties, investigating and dealing with violations, violations of disciplines and violations arising from the contract management, and making recommendations for supervision or making Monitor decisions and conduct special performance monitoring as needed.
6 program
6.1 Contract submission and filing procedures
6.1.1 According to the provisions of 4.1.1, the responsible unit shall submit the draft contract, the basis for the project, the relevant original materials involved in the matter, and the relevant information, and apply for approval or filing.
6.1.2 The contract submission shall be submitted to the corresponding competent department of the business according to the nature of the business involved in the contract, and shall be undertaken by the competent department of the business.
6.1.2.1 The contractor shall review the project basis, sign the contractor's opinion, and determine the undertaker.
6.1.2.2 Handling according to the signing, review and approval procedures specified in 6.2.
6.1.2.3 After approval, the contractor shall notify the submitting unit to sign. -8-
6.1.2.4 When it involves changes, cancellations, or disputes, the relevant provisions of these Measures shall be followed.
6.1.3 The contract filing shall be submitted to the contract management department, and shall be handled by the centralized management department.
6.1.3.1 The centralized management department shall organize the contract review according to the specific circumstances and needs, and solicit opinions from relevant departments.
6.1.3.2 The contract for the existence of related problems shall be handled by the negotiating unit.
6.1.3.3 Filing of filing materials.
6.2 Contract Signing Program
6.2.1 Establishment
6.2.1.1 The contract establishment shall complete the project registration approval form by the undertaking department, indicating the project basis and source of funds.
6.2.1.2 Intentional contact, determine the main conditions of cooperation and operation methods, conduct consultations on relevant cooperation conditions or prices, or organize bidding according to the regulations on bidding management.
6.2.1.3 Credit investigation, determine whether the cooperation entity meets the contract requirements and has the ability to perform the contract. The scope includes:
1) It has a business license and other rights proficiency files that have been inspected annually and is true and effective. If the license is involved in the franchise, it shall have the corresponding license and file; if it meets the qualification requirements, it shall have the corresponding qualification certificate.
2) The scope of business can fully meet the needs of the contractual project.
3) Have the ability to perform, and if necessary, should obtain their audited financial statements, capital
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Gold certificates, capital verification reports signed by certified public accountants, and other relevant files.
4) Having performance credit: the past three years of heavy contract, keeping promises, no serious breach of contract facts; when signing this contract, there are no major economic disputes or major economic crimes that may affect the performance of this contract.
5) At the time of signing this contract, there is no judgment, ruling, ruling or specific administrative act or other legal procedure made by any judicial organ, arbitral institution or administrative organ that has a material adverse effect on the performance of this contract.
6) Other matters related to the signing and performance of the contract.
6.2.1.4 For parties who do not meet the provisions of the preceding paragraph, if they must sign a contract with them, they shall provide legal, true and effective guarantees.
6.2.2 Drafting the contract text Where a country, industry or group company has a standard or model text, it shall be applied or borrowed in light of actual needs.
6.2.2.1 The necessary clauses of the contract include the subject matter, quality standards or requirements, time limit, place, method, price and payment method or cooperation conditions, rights and obligations of both parties, liability for breach of contract, and dispute resolution methods.
6.2.2.2 Contracts with payment terms, the first-phase advance payment shall not exceed 30% of the total contract price in principle; if the amount is large or must exceed 30%, the contract other party shall provide corresponding guarantee.
6.2.2.3 The contract shall be valid until the date on which all rights and obligations of the contract have been fulfilled. -10-
6.2.2.4 The number of copies of the contract text shall be determined according to actual needs, but we at least guarantee that the contractor has filed, the financial payment procedures are retained, and the centralized management department records one copy.
6.2.3 Negotiating major contracts should be negotiated by a negotiating team. Generally, financial, technical, legal, supervisory audits and other departments related to the contract should be involved. The contractor is responsible for organizing and determining the specific scope of personnel.
6.2.3.1 Hold a preparatory meeting, clarify the negotiating matters, determine the negotiation principles, strategies, priorities, and key personnel, and deploy them in a unified manner.
6.2.3.2 The undertaker shall report to the responsible person of the department in a timely manner on the major problems encountered in the negotiation, and instruct the leader in charge of the department if necessary.
6.2.3.3 After the negotiation, the organizer will make a negotiating memorandum and will be signed and confirmed by all of our participants. The memorandum should record the following:
1) Prepare the meeting, including the meeting time, the participants, the formation of the consensus, the statement of reservations, the legal opinions, the need to ask the person in charge of the organizer, the deputy general manager or the legal representative.
2) Negotiations, including progress, achievements, major differences between the two parties, and the response from our negotiators.
6.2.4 Review will be signed
6.2.4.1 The contractor shall fill out the examination and signing form and attach the draft contract, together with the basis for the establishment of the contract and the evidence of the credit status of the other party, and send it to the meeting for review.
6.2.4.2 The review department shall submit specific review opinions and, if necessary, attach a book
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The review comments are returned to the contractor. If there is no specific opinion, the deterministic opinion of “agree” or “disagree” should be signed on the signing form according to the responsibilities, and signed by the reviewer.
1) The review opinion should include the following contents: contract name, contractor department, date of submission, review opinion, reviewer, department head signature.
2) The time limit for reviewing the contract by the contract signing department is generally no more than five working days. The review of particularly significant and complex contracts generally takes no more than eight working days.
6.2.4.3 Review and sign the opinion processing
1) According to the specific conditions of the project involved in the contract, the contractor communicates with the reviewer, and the contractor revise the draft contract according to the opinions of both parties.
2) Due to the needs of the project itself and various objective conditions, the opinions that the contractor believes cannot be adopted should be reported to the leaders of the department, and the leaders of the department decide whether to adopt them.
3) The undertaker shall fill in the “Approval Form for Approval of the Project Registration” truthfully, and the reasons for the failure to adopt shall be indicated.
6.2.6 Review
6.2.6.1 The undertaker fills in the “Project Registration Approval Form” with the contractor's opinion, and the department reviews and seals and signs the leadership. The commitments include:
1) Whether the subject qualification and qualification of the party are in conformity with the requirements

begging.
2) Whether the contract project complies with laws, regulations, policies, and approval files of relevant government departments. -12-
3) Whether the technical terms of the contract conform to national standards, industry standards, enterprise standards, procedures and norms.
4) Whether the contract project is included in the annual investment plan.
5) Whether the contractual clause is an indication of the true meaning of the contracting party.
6) Whether the conditions and methods of cooperation are in line with the principle of fairness and efficiency, and whether the equal status between the subjects is reflected.
7) Whether the contract price is reasonable, and whether the price is determined according to the company's relevant procedures.
8) Processing opinions on related issues.
9) Is there a signing condition?
6.2.6.2 The undertaker shall submit the “Approval Form for Registration of the Project” together with the draft contract, the signing of the contract, the review opinion of the signing department, the negotiating memorandum of the meeting, and other explanatory materials that the contracting department believes must be submitted to the administrative department for review.
6.2.6.3 Review by the centralized management department
1) For the procedures and requirements that meet the requirements of these Measures, the contract with complete information attached shall be signed and uniformly numbered by the manager of the centralized management department.
2) For the contract that fails to perform the corresponding procedures and the incomplete information in accordance with the provisions of the present Measures, the centralized management department shall submit a supplementary opinion and undertake the rectification of the department.
6.2.7 Approval
6.2.7.1 After the centralized management department audits and numbers, the contractor shall send the draft contract and related materials to the department to be in charge of the deputy general manager for approval. If the deputy general manager in charge of the department considers it necessary, he shall send it to the legal representative for approval after signing the opinion. -13-
6.2.7.2 The department is in charge of the deputy general manager or legal representative, and decides whether to approve according to the matters, department opinions and relevant circumstances recorded in the “Approval Form for Approval of Project Registration”.
6.2.8 Signing
6.2.8.1 After the contractor signs the contract page by page, it shall be sent to the legal representative for signature.
6.2.8.2 Where the legal representative authorizes the agent to sign, the contractor shall handle the power of attorney with the contract management department.
6.2.8.3 After the legal representative or the trustee signs it, it shall be sent to the administrative department of the mouth to affix a special seal for the contract. The undertaker shall keep a copy of the contract and the power of attorney in the centralized management department for the record.
6.2.8.4 If the contract is contracted by an agent and signed on behalf of the contract, the legal representative's identity certificate, power of attorney, and agent's identity certificate shall be obtained.
6.2.8.5 According to the law or the agreement between the parties, handle the contract forensic, notarization or approval, filing procedures.
6.2.9 Simple procedures For the amount of the target and the procurement of small risks, service contracts, and emergency contract in special emergency situations, it may be directly in accordance with the provisions of 6.2.1, 6.2.2, 6.2.7, 6.2.8. Handle. Specifically include:
6.2.9.1 Directly or indirectly involving contracts for the sale and purchase and office services of less than RMB 200,000.
6.2.9.2 A contract approved by a legal representative in a special emergency. -14-
6.3 Performance Program
6.3.1 The contract shall be signed and sealed, and the agreed conditions of entry into force shall be fully and practically fulfilled. No actual performance may be performed until the contract takes effect.
6.3.2 The contractor shall, in accordance with the contract, assume the obligation to notify, organize the performance of the contract, handle relevant matters, and fill out the “Statistics of Implementation of the Contract” in a timely manner, and report it to the centralized management department according to the annual report. If there is a payment, the contractor shall provide a copy of the contract to the finance department.
6.3.3 The contracting department shall implement compliance tracking statistics and grasp the actual performance. For the various problems that arise, timely obtain evidence, coordinate processing, and report to relevant departments such as the centralized management. Major issues must be reported to the signatory in a timely manner.
6.4 Change or release the program
6.4.1 When the contract needs to be changed or cancelled, the contractual contractor shall notify the other party in writing after communicating with the contract management department to explain the reasons for the change or cancellation of the contract and the time limit for reply. Once the draft agreement for the change or cancellation of the contract is reached, it shall be handled in accordance with the relevant provisions of 6.2 of the present Measures.
6.4.2 If the contractual contractor receives the contract, the other party's request for change, cancellation of the contract's documents, telegram, telephone, letter, chart, data message, should promptly communicate with the centralized management department, and after signing the contract signatory, it should be legal or agreed. The written reply to the other party within the time limit. If it is necessary to change or cancel, a written agreement with the other party to change or terminate the contract shall be reached to determine the conditions of the claim and shall be handled in accordance with the relevant provisions of 6.2 of the present Measures. -15-
6.4.3 If the contract cannot be fulfilled or postponed due to the force majeure or the adjustment of the national giant policy, the party shall promptly notify the other party in writing or obtain the proof materials of the above situation in time, and take the initiative to negotiate with the parties concerned.
6.4.4 If the contract is changed with the guarantee clause, the original guarantee unit's consent shall be obtained and the official seal of the guarantee unit or the special seal of the contract shall be affixed to the change agreement.
6.4.5 If the contract is approved by the relevant administrative department, the change or cancellation of the contract shall be submitted to the original approval department for approval.
6.4.6 The notarized and forensic contract, the agreement to change or cancel the contract shall be reported to the original notary and the attestation authority for the record.
6.4.7 Changes or cancellations of foreign-related contracts shall be handled in accordance with the provisions of the law.
6.5 Dispute Resolution Program
6.5.1 If the other party violates the agreement or proposes to perform the objection, the contractor must reply in a statutory or agreed time within the statutory or agreed time.
6.5.2 In the event of a dispute, the contractor shall immediately report to the contract signatory and the centralized management department, and collect and process the archives and evidence materials for the contract dispute.
6.5.3 Negotiation and mediation of contract disputes shall be carried out jointly by the contractual contracting department and the centralized management department. When agreement is reached through negotiation or mediation, a written agreement shall be signed in accordance with the contract signing procedure. When the negotiation or mediation cannot reach an agreement, the arbitration or litigation method may be used to resolve the dispute according to the contract within the limitation period stipulated by the law. The contractor shall cooperate with the centralized management department to determine the agent, the response plan, etc., and sign the contract.
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The person in charge and the legal representative are requested.
6.6 File Management and Application
6.6.1 The centralized management department establishes a timely dynamic statistical account based on the contract review.
6.6.2 After the completion of the contract or the termination of the contractual rights and obligations, the contractor shall organize and keep the contract files and file them in time according to the regulations of the group company regarding file management. The specific scope includes:
6.6.1.1 Official text of the contract and an attached file.
6.6.1.2 Approval registration form for project registration.
6.6.1.3 Meeting sign.
6.6.1.4 The review will sign the submission.
6.6.1.5 Basic and background information related to the signing of the contract.
6.6.1.6 Contract the other party's credit certificate.
6.6.1.7 The identification of the legal representative of the two parties, the power of attorney, and the identification of the agent.
6.6.1.8 Telex, letters, telegrams, charts, etc. in the performance of the contract.
6.6.1.9 Contingent agreement or other relevant text information, audio-visual materials, etc. regarding the change or cancellation of the contract.
6.6.1.10 Contingent agreement, mediation statement, award, judgment, etc. concerning dispute resolution.
6.6.1.11 Other relevant materials that should be archived. -17-
6.6.2 The use of files shall be carried out in accordance with the relevant regulations of the group company's archives and trade secret management.
6.7 Supervisory Management Program
6.7.1 The audit department and the centralized management department shall promptly report to the supervisory department the problems found in the special audit and daily management.
6.7.2 The supervision department shall organize relevant departments to carry out investigations on the situation reflected by the audit and centralized management departments.
6.7.3 The supervision department shall propose rectification opinions based on the investigation results and the problems found in the performance monitoring and report handling. After the contractor has agreed with the deputy general manager, the supervision department and the relevant responsible persons shall be required to correct them.
6.7.4 If it is necessary to deal with the facts and the relevant regulations of the group company,

The supervisory department shall submit a handling opinion and report to the legal representative after the department has the consent of the company leader.
6.7.5 The supervision department shall handle the matter according to the relevant regulations or resolutions of the group company.
7 Supporting files and related affiliate files
7.1 Supporting Files
7.1.1 "The People's Republic of China Contract Law"
7.1.2 The Company Law of the People's Republic of China
7.1.3 "China Power Investment Group Corporation Formation Plan"
7.1.4 "China Power Investment Corporation Articles of Association" -18-
7.1.5 "China Power Investment Corporation's Rules and Regulations Management System"
7.2 Related Attached Files
7.2.1 Contract Management Flow Chart
7.2.2 Contract review meeting form
7.2.3 Contract performance statistics
7.2.4 Contract establishment registration approval form
7.2.5 System performance feedback form