Hangzhou Century Co.Ltd(300078)
General manager’s working rules
(the detailed rules were deliberated and adopted at the 7th Meeting of the 5th board of directors held on January 27, 2022)
Chapter I General Provisions
Article 1 in order to meet the requirements of the modern enterprise system, promote the institutionalization, standardization and scientization of the company’s operation and management, and ensure the correctness and rationality of the company’s major business decisions, according to the company law of the people’s Republic of China (hereinafter referred to as the company law) These rules are hereby formulated in accordance with the securities law of the people’s Republic of China and other laws and regulations and the Hangzhou Century Co.Ltd(300078) articles of Association (hereinafter referred to as the articles of association).
Article 2 the detailed rules stipulate the responsibilities and authorities of the general manager, deputy general manager and other senior managers of the company, and stipulate the main management functions of the general manager, deputy general manager and other senior managers of the company. The general manager, deputy general manager and other senior managers of the company shall not only exercise their functions and powers in accordance with the provisions of the articles of association, but also exercise their management functions and powers and bear management responsibilities in accordance with the provisions of these rules.
Article 3 the general manager is the administrative principal of the company under the leadership of the board of directors, responsible for implementing the resolutions of the board of directors, presiding over the production, operation and daily management of the company, being responsible to the board of directors and accepting the supervision and guidance of the board of directors.
Chapter II appointment and removal of general manager
Article 4 the general manager of the company shall be nominated by the chairman and appointed or dismissed by the board of directors. The deputy general manager and other senior managers of the company shall be nominated by the general manager and appointed or dismissed by the board of directors. The directors of the company may be employed as the general manager or other senior managers, but the number of directors concurrently serving as the general manager or other senior managers shall not exceed half of all directors.
Article 5 the company shall have one general manager and several deputy general managers. The general manager team of the company is composed of the general manager, deputy general manager and person in charge of finance. The general manager team is the command and operation center of the company’s daily operation and management.
Article 6 the general manager, deputy general manager and other senior managers of the company shall not hold other positions except directors and supervisors in the controlling shareholders, actual controllers and other enterprises controlled by them, and shall not receive salaries in the controlling shareholders, actual controllers and other enterprises controlled by them.
Article 7 The term of office of the general manager, deputy general manager and other senior managers is the same as that of the board of directors, and they can be reappointed.
Article 8 the general manager shall meet the following conditions:
(I) have good personal quality and professional ethics, and safeguard the legitimate rights and interests of the state, enterprises, shareholders and employees;
(II) have good education and professional background, have necessary operation and management experience, be familiar with production and operation business and relevant economic laws and regulations, and be competent for the operation and management of the company;
(III) have strong organizational and leadership ability, know people well, have democratic style, practical spirit and pioneering consciousness;
(IV) young and energetic, healthy and competent for the post.
Article 9 under any of the following circumstances, he shall not serve as the general manager of the company:
(I) no civil capacity or limited civil capacity;
(II) being sentenced to criminal punishment for corruption, bribery, misappropriation of property, misappropriation of property or undermining the order of the socialist market economy, less than five years after the expiration of the execution period, or being deprived of political rights due to a crime, less than five years after the expiration of the execution period;
(III) being a director or factory director or manager of a company or enterprise in bankruptcy liquidation and personally responsible for the bankruptcy of the company or enterprise, less than three years have elapsed since the completion of the bankruptcy liquidation of the company or enterprise;
(IV) having served as the legal representative of a company or enterprise whose business license has been revoked or ordered to close down due to violation of law and having personal responsibility, less than three years have elapsed since the date of revocation of the business license of the company or enterprise;
(V) a large amount of personal debt is not paid off when due;
(VI) the measures of banning entry into the securities market imposed by the CSRC have not expired;
(VII) being publicly recognized by the stock exchange as unfit to serve as directors, supervisors and senior managers of a listed company, and the term has not expired;
(VIII) other circumstances under which senior managers are prohibited by laws, administrative regulations or departmental rules. The general manager appointed by the company in violation of the provisions of the preceding paragraph shall be invalid. The company shall dismiss the general manager in case of any circumstance under this article during his term of office.
The qualifications of the deputy general manager and other senior managers of the company shall be subject to the provisions of Articles 8 and 9 of these rules.
Article 10 the general manager, deputy general managers and other senior managers may resign before the expiration of their term of office. The specific procedures and measures for the resignation of the general manager, deputy general manager and other senior managers shall be stipulated in the labor contract between the general manager, deputy general manager and other senior managers and the company.
Article 11 the board of directors shall give a formal reply within one month from the date of receiving the resignation report of the general manager without justified reasons.
Article 12 when the general manager leaves office, the board of directors shall decide whether to conduct resignation audit.
Chapter III functions and powers of the general manager
Article 13 the general manager shall be responsible to the board of directors and exercise the following functions and powers:
(I) preside over the 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) formulate the company’s annual financial budget plan and final settlement plan;
(IV) draw up the establishment plan of the company’s internal management organization;
(V) draft the basic management system of the company and formulate the specific rules and regulations of the company;
(VI) propose the appointment or dismissal of the company’s deputy general manager, financial director and other senior managers; (VII) decide on the appointment or dismissal of management personnel other than those who should be decided by the board of directors;
(VIII) handle external affairs on behalf of the company and sign economic contracts including investment, cooperation and joint venture within the scope authorized by the board of directors;
(IX) manage, guide and coordinate the operation of subsidiaries;
(x) propose to convene an interim meeting of the board of directors;
（11） Organize and hold the general manager’s office meeting;
（12） Attend the meetings of the board of directors as nonvoting delegates;
（13） Other functions and powers authorized by the articles of association or the board of directors.
Article 14 when the general manager exercises the above authority, unless otherwise specified in the articles of association, these rules or the resolutions of the general meeting of shareholders and the board of directors, the transactions of the company that meet one of the following relevant standards shall be approved by the general manager:
(I) major transactions (except guarantee and financial assistance)
1. If the total assets involved in the transaction are less than 10% of the total assets of the listed company audited in the latest period, and the total assets involved in the transaction have both book value and assessed value, the higher one shall be taken as the basis for calculation;
2. The relevant operating income of the transaction object (such as equity) in the latest fiscal year is less than 10% of the audited operating income of the listed company in the latest fiscal year, or the absolute amount is less than 10 million yuan;
3. The relevant net profit of the transaction object (such as equity) in the latest fiscal year is less than 10% of the audited net profit of the listed company in the latest fiscal year, or the absolute amount is less than 1 million yuan;
4. The transaction amount (including debts and expenses) of the transaction is less than 10% of the latest audited net assets of the listed company, or the absolute amount is less than 10 million yuan;
5. The profit generated from the transaction is less than 10% of the audited net profit of the listed company in the latest fiscal year, or the absolute amount is less than 1 million yuan.
If the data involved in the above index calculation is negative, take its absolute value for calculation.
The types of the above transactions shall be determined in accordance with Article 7.1.1 of the Listing Rules of GEM stocks of Shenzhen Stock Exchange.
The provisions of this article shall apply to similar transactions related to the subject matter of the company within 12 months in accordance with the principle of cumulative calculation.
When the company has a “purchase or sale of assets” transaction, the higher of the total assets and transaction amount shall be taken as the calculation standard, and the cumulative calculation shall be made within 12 consecutive months according to the type of transaction.
(II) related party transactions (except providing guarantee and financial assistance)
1. Related party transactions with a transaction amount of less than 300000 yuan between the company and related natural persons;
2. The amount of transactions between the company and related legal persons is less than 3 million yuan, or 0.5% lower than the absolute value of the company’s latest audited net assets.
If the data involved in the above index calculation is negative, take its absolute value for calculation.
The types of the above-mentioned connected transactions are determined in accordance with Article 7.2.1 of the GEM Listing Rules of Shenzhen Stock Exchange.
The provisions of this article shall apply to similar transactions related to the subject matter of the company within 12 months in accordance with the principle of cumulative calculation.
Article 15 if the general manager is temporarily unable to perform his / her functions and powers for some reason, he / she may temporarily authorize other deputy general managers to perform some or all of his / her functions and powers. If he / she takes a long time (more than 30 working days), he / she shall submit it to the board of directors for decision on the candidate of acting general manager.
Chapter IV responsibilities and obligations of the general manager
Article 16 the general manager shall abide by laws, administrative regulations and the articles of association, and bear the obligations of loyalty and diligence to the company. The general manager shall not take advantage of his power to accept bribes or other illegal income, and shall not misappropriate the company’s property.
Article 17 the general manager, deputy general managers and other senior managers shall not commit the following acts:
(I) misappropriating the company’s funds;
(II) deposit the company’s funds in an account opened in his own name or in the name of other individuals;
(III) in violation of the provisions of the articles of association, lending the company’s funds to others or providing guarantee for others with the company’s property without the consent of the general meeting of shareholders or the board of directors;
(IV) entering into contracts or transactions with the company in violation of the provisions of the articles of association or without the consent of the general meeting of shareholders;
(V) without the consent of the general meeting of shareholders, take advantage of his position to seek business opportunities belonging to the company for himself or others, and operate the same business as the company he works for himself or for others;
(VI) accept the Commission of other people’s transactions with the company as their own;
(VII) disclose company secrets without authorization;
(VIII) other acts violating the duty of loyalty to the company.
The income obtained by the general manager, deputy general managers and other senior managers in violation of the provisions of the preceding paragraph shall belong to the company.
Article 18 If the general manager, deputy general managers and other senior managers violate laws, administrative regulations or the articles of association when performing their duties and cause losses to the company, they shall be liable for compensation. Article 19 If the board of directors requires the general manager to attend the meeting as a nonvoting delegate, the general manager shall attend the meeting as a nonvoting delegate and accept the questions raised by the directors.
Article 20 if the general manager is under the circumstances specified in Article 18 of these rules, the shareholders of the company who individually or jointly hold more than 1% of the shares of the company for more than 180 consecutive days may request the board of supervisors in writing to bring a lawsuit to the people’s court.
Article 21 if the general manager violates the provisions of laws, administrative regulations or the articles of association and damages the interests of shareholders, shareholders may bring a lawsuit to the people’s court.
Article 22 the general manager shall properly handle the relationship with affiliated enterprises in accordance with the principles of complementary advantages, mutual benefit, fairness and impartiality.
Article 23 the general manager shall fully mobilize the enthusiasm of all employees, strive to do a good job in operation and management, actively explore the market, fully complete the company’s operation and management objectives, continuously improve the comprehensive economic benefits of the enterprise, ensure the sustainable development of the company and promote the appreciation of the company’s assets.
Article 24 the general manager shall ensure that the business activities of the company comply with the requirements of national laws, administrative regulations and various national economic policies.
Article 25 the general manager shall carefully read the business and financial reports of the company and timely understand the business operation and management of the company.
Article 26 the general manager shall perform other responsibilities and obligations stipulated in national laws, regulations or the articles of association.
Article 27 the deputy general manager and other senior managers shall actively, actively and effectively exercise the functions and powers entrusted by the general manager and take the main responsibility for the work in charge. The responsibilities and obligations of the general manager in these rules are applicable to the deputy general manager and other senior managers.
Chapter V Management Organization of the general manager
Article 28 the general manager shall formulate specific management rules and regulations to manage the company in accordance with the basic management system and scope of authorization decided by the board of directors.
Article 29 the deputy general manager and other senior managers shall be responsible to the general manager, perform their respective duties according to the functions and powers granted by the general manager, and assist the general manager in his work.
Article 30 the division of labor of the deputy general manager and other senior managers shall be decided and confirmed by the general manager.
Article 31 the deputy general manager and other senior managers must closely cooperate and support each other in their work. In case of emergency, the problems that do not belong to their own scope of responsibility and must be decided immediately can be handled immediately, but they shall be informed to each other and reported to the general manager afterwards.
Article 32 all functional departments, offices and branches of the company shall carry out professional centralized management and coordination of the company’s subsidiaries and branches according to their respective functions, and the administrative heads of departments and offices shall be responsible to the general manager. Article 33 The administrative principals of all branches and subsidiaries shall regularly report the operation and management of their departments to the general manager, who has the right and obligation to manage, guide and coordinate the branches and subsidiaries of the company. Article 34 the general manager may set up a number of non organic special committees or leading groups led by the members of the general manager team to coordinate, study and deal with special work and related affairs. Chapter VI rules of procedure for general manager’s office meeting
Article 35 the general manager shall exercise his functions and powers in accordance with the articles of association and these rules, and implement the general manager office meeting system under the responsibility of the general manager. Major issues shall be submitted by the general manager to the general manager’s office meeting for discussion. Proceedings of the general manager’s office meeting
