Oriental Pearl Group Co.Ltd(600637)
System process management system
(reviewed and approved at the 29th (Interim) meeting of the ninth board of directors on February 7, 2022)
Chapter I General Provisions
Article 1 Purpose
In order to establish and improve the system and process management of Oriental Pearl Group Co.Ltd(600637) (hereinafter referred to as ” Oriental Pearl Group Co.Ltd(600637) ” or “the company”) and its controlled subsidiaries (subject to the scope of the consolidated financial statements, hereinafter referred to as “the affiliated company”), standardize the working procedures for the formulation, revision, abolition, approval, promulgation, training, implementation and inspection of the company’s system and process, and realize the standardization and This system is specially formulated for standardized management.
Article 2 scope of application
This system is applicable to the company and its holding companies.
Article 3 formulation principles of system and process
(I) principle of complete coverage: the formulation and specification of systems and processes shall cover the whole staff, whole process and whole period management of the company without any exception. The formulation of system and process shall also cover all business segments and management priorities and key points, and shall be continuously adjusted according to business changes and development. (II) the principle of seeking truth from facts: all centers (departments) and affiliated companies should be fully mobilized to participate in the formulation of systems and processes from the actual situation, and do a good job in the demand investigation and opinion collection of all centers (departments) and affiliated companies, so as to ensure the feasibility and efficiency of systems and processes.
(III) principle of clarifying rights and responsibilities: the rights, obligations and responsibilities of each center (Department) and affiliated company shall be scientifically and reasonably specified in accordance with the specified authorities and procedures, and the responsibility subject and division of responsibilities shall be clarified.
Article 4 definition of keywords
(I) system: the system referred to in this system is the general name of the working procedures, code of conduct, standards, methods, articles of association and implementation rules formulated by the company to standardize the scope, responsibilities, authorities, working procedures, rewards and punishments of various work and required to be observed by all centers (departments), affiliated companies and employees.
(II) process: the process referred to in this system refers to the work links, sequences and steps set by the company to achieve specific management objectives and clarify the division of labor and responsibilities of different centers (departments), affiliated companies and employees, including online system related processes such as OA and financial sharing platform, paper approval flow process and offline operation process.
Chapter II responsibilities involved in the system
Article 5 the general meeting of shareholders is the highest authority of the company’s system and process management. The board of directors is responsible for the establishment, improvement and effective implementation of the company’s system and process management system, and is responsible for the general meeting of shareholders.
The Secretary of the board of directors shall assist the board of directors to establish and improve the company’s internal control system, including the management of the company’s management system and process management.
Article 6 the formulation of the company system is divided into “top-down” and “bottom-up” proposal methods.
The proposal method of the company’s level-1 system is “top-down”, that is, the office of the board of directors of the company drafts the comment draft or revised draft of the system according to the relevant requirements of the upper law, and issues it for implementation after being approved by the board of directors and the general meeting of shareholders of the company according to the corresponding authority.
The proposal method of the company’s secondary and tertiary systems and processes is “bottom-up”, that is, after each center (Department) puts forward the draft system and process, it shall be submitted to the office of the board of directors of the company for preliminary review in time. The office of the board of directors of the company shall, within 7 working days after completing the preliminary review in accordance with the provisions of Article 13 of the system, make a basic judgment on the levels and procedures to be approved for the draft system process, and then report for approval level by level according to the approval levels and procedures of the system process after completing the steps specified in articles 14 and 15 of the system.
Article 7 the office of the board of directors of the company is the centralized management department of system and process management. The office of the board of directors of the company shall timely report to the board of directors on the major formulation and modification of the company’s system.
The office of the board of directors of the company is the drafting and drafting department of the company’s primary system and the filing management department of the company’s secondary and tertiary systems and processes. It performs the following functions in terms of system and process management:
(I) be responsible for studying and formulating the management norms and processes for the formulation, approval, promulgation, revision, abolition, training, implementation and inspection of the company’s systems and processes.
(II) be responsible for studying and formulating the incentive and restraint mechanism of institutionalized and process management of various businesses of the company, rewarding the best and eliminating the bad, and continuously promote the construction and optimization of the company’s system and process. (III) organize and promote all centers (departments) and affiliated companies of the company to continuously improve their own systems and processes, ensure that the systems and processes cover all business modules and key management points, and continuously optimize and improve them according to business changes and development.
(IV) review the draft system and process drafted by each center (Department) of the company, promote the consultation and joint review of the system and process, and submit it to the management, board of directors and general meeting of shareholders for approval according to the level of the system and process.
(V) take the lead in organizing the publicity and implementation training of systems and processes, and study the effective methods and paths for the maintenance, updating and sharing of systems and processes.
(VI) evaluate the effectiveness of system and process design and implementation through the inspection and supervision of system and process implementation, and put forward optimization and rectification opinions.
Article 8 the centers (departments) and affiliated companies of the company are the direct management units of the business systems and processes under their jurisdiction, and are responsible for the specific management of the systems and processes involved in the unit, mainly including:
(I) continuously improve the system and process of the unit, ensure that it covers all business modules, management priorities and key points of the unit, and continuously optimize and improve it according to business changes and development. (II) based on the business situation of the unit, summarize and refine the business practice, pay attention to soliciting opinions, conduct sufficient investigation and research, and ensure the feasibility, rationality and effectiveness of the system and process design based on the principle of seeking truth from facts.
(III) after the introduction of the system and process involved in the unit, corresponding training materials shall be prepared, and the office of the board of directors of the company shall take the lead to jointly organize the management objects of the system and process to carry out publicity, implementation, training and learning activities, so as to ensure the effective implementation of the system and process.
All centers (departments) and affiliated companies shall actively participate in the publicity, implementation and training activities of various systems and processes organized by the company, timely feed back problems and needs, and consciously organize their own learning and promotion to ensure that employees learn and master.
(IV) check the implementation of the system and process of the unit, verify whether the system and process meet the management requirements and whether the implementation deviates, feed back the implementation of the system and process to the office of the board of directors of the company for filing, and timely revise and adjust according to the inspection results.
Article 9 in order to strengthen the contact and coordination between the company and its affiliated company on relevant systems and process management affairs, and establish a unified and orderly internal control system and process management mechanism, the person in charge of the affiliated company (consistent with the company’s KPI and production safety person in charge) is the “person in charge of internal control” of the affiliated company.
Chapter III classification of systems and processes
Article 10 classification of company system
The system is divided into three levels according to effectiveness and normative content. For the structure and format requirements of the system, see the structure and format requirements of the system (Annex 1):
(I) the first level management system is the basic management system. Its main content is to standardize the objectives, direction, principles, requirements and organizational structure construction of the company’s management activities in accordance with the company law, securities law, governance standards of listed companies, stock listing rules and other relevant laws and regulations. It is the basis and basis for formulating the company’s business management system, mainly including the articles of association The rules of procedure of the general meeting of shareholders, the rules of procedure of the board of directors, the rules of procedure of the board of supervisors, related party transaction system, external guarantee system, external investment system, raised fund management system and other systems of corporate governance structure.
(II) the secondary management system is the business management system. It is the business management document established based on the basic management system and the specific business content. It is the detailed operation of the basic management system. The secondary management system shall be linked and implemented into the management form or OA system. The form shall specify the relevant responsible person / Center (Department), mainly including information disclosure, investor relations management, equity management, internal control management, administrative affairs management, strategy and investment management, financial management, operation management, content management, publicity management, human resources, legal affairs Internal audit and other basic business systems.
(III) the three-level management system refers to the implementation rules or management measures. It is a management document prepared according to the business management system to guide the specific operation and describe in detail how to carry out the specific business management work. This part of the system is collectively referred to as the implementation rules or management measures.
Article 11 classification of processes
The company’s processes mainly include online system related processes such as OA and financial sharing platform, as well as paper approval flow process and offline operation process.
(I) the process can be included in the terms of the system document, which aims to refine and standardize the operation and operation procedures of a certain part of the work as a detailed decomposition and effective supplement to the system. Such processes shall be prepared in accordance with the format requirements of the five level process description (Annex 2) and generally issued as an annex to the system.
(II) the process can also be used as an independent management document to clearly describe each step of the business, the logic and relationship before and after, and the responsibilities and authorities involving the center (Department) and post in the form of flow chart and text description. Such processes shall be prepared in accordance with the requirements of level 5 process description (Annex 2) and can be issued separately.
Chapter IV formulation, review and approval of systems and processes
Article 12 determination of compiling Department
The first level system is generally formulated or revised by the office of the board of directors of the company according to the relevant requirements of the superior law, and the approval process is completed according to the approval level and procedures. When it comes to specific business management, each center (Department) can be asked to assist in the formulation or revision.
All centers (departments) and affiliated companies of the company formulate or revise corresponding secondary and tertiary systems and processes according to their own needs; The office of the board of directors of the company may, according to the actual situation, require all centers (departments) and affiliated companies of the company to formulate or revise corresponding systems and processes: (I) for those involving the main business of a single department, the Department shall lead the preparation of the business system or process.
(II) for the main businesses involving more than two departments, the office of the board of directors of the company shall report to the management of the company to establish the main responsible department. Other departments involved are the auxiliary departments, and the main responsible department or a joint drafting group shall be formed to be responsible for the preparation of the business system or process.
Article 13 all centers (departments) of the company shall complete the system and process draft and submit it to the office of the board of directors of the company for preliminary review.
(I) the office of the board of directors of the company mainly conducts the preliminary examination from the following aspects:
1. Whether it complies with relevant national laws, regulations, normative documents, regulatory systems, documents and policies of CSRC / exchange;
2. Whether there is coordination and conflict with the current system or process of the company, which is revised, and whether the reasons and basis are sufficient;
3. Whether it meets the requirements related to the formulation, revision and abolition of the system and process specified in this system.
(II) in case of any of the following circumstances, it shall be returned to the preparation department for modification:
1. Conflict with current national laws, regulations, normative documents, regulatory systems, documents and policies of CSRC / exchange;
2. Conflict with the current system and process of the company, and the preparation reason and basis are insufficient; 3. It does not comply with the provisions on the formulation, revision and repeal of relevant systems and processes of this system; 4. The draft system and process need to be greatly adjusted due to other reasons.
Article 14 after the preliminary review, the office of the board of directors of the company shall organize and forward it to the center (Department) and affiliated companies involved in the system to solicit opinions. Relevant centers (departments) and affiliated companies shall actively participate in the feedback and provide reasonable suggestions for the improvement of the draft.
The office of the board of directors of the company will forward the feedback to the preparation leading department for implementation.
Article 15 the preparation department refers to the feedback, makes full demonstration, modifies the draft and forms the draft for review, fills in the approval form for countersignature of system process (Annex 3), and sends it to the countersignature department for countersignature after being reviewed and signed by the head of the center (Department) and the leader in charge. The countersigning department shall reply within five working days after receiving the draft system. If the countersigning department fails to reply beyond the reply time limit without justified reasons, it shall be deemed as having no comments. After the approval and countersignature procedures of the company are completed, it shall be submitted to the office of the board of directors for approval.
Article 16 approval levels and procedures
(I) basic management system (primary system): it shall be approved by the board of directors and the general meeting of shareholders according to the corresponding authority.
(II) the business management system (secondary system) shall be submitted to the president’s office meeting of the company for deliberation and approval, and then signed and approved by the president of the company; The implementation rules (three-level system) and processes shall be approved by the president of the company.
(III) if the approval fails, the preparation department shall modify it according to the approval opinions within the specified time limit until it is approved.
The approved company level system shall be issued by the board of directors of the company and implemented by the office of the board of directors of the company; The approved two-level and three-level systems and processes of the company shall be issued by the company or its affiliated company, and implemented by the corresponding center (Department) and its affiliated company. While the system is issued, the party and government office of the company shall arrange the system process online, and the office of the board of directors of the company shall be responsible for supervising the application of the process nodes of the system process online platform and the implementation of the offline paper process.
(IV) systems, process levels and procedures of the affiliated company
1. The first level system of the company: the same as the approval process of the second level system of the company.
If the revision of the company’s primary system only involves the adjustment of directors, supervisors and senior managers in the articles of association, it shall be implemented with reference to other relevant systems of the company.
2. The secondary and tertiary systems and processes of the affiliated company: they shall be issued and implemented after being approved by the person in charge of the affiliated company. The specific approval process can be formulated by the affiliated company with reference to the approval process of this system.
After the system and process of the affiliated company are approved, it shall be reported to the office of the board of directors of the company for filing. If the company’s level-2 and level-3 systems and processes are assessed by the office of the board of directors as having an important impact on the company as a whole, they shall be transferred to the company’s party and government office, which shall submit them for deliberation according to the approval process of the company’s level-1 system. After being reviewed and approved by the president’s office, the opinions of shareholders or resolutions of shareholders shall be issued and distributed to the company, It shall be re filed by the affiliated company to the office of the board of directors of the company.
Article 17 normative documents within the scope of systems and processes shall be prepared and promulgated in the form of systems and processes, and shall not be issued in other forms such as notices.
Chapter V revision and abolishment of systems and procedures
Article 18 trial implementation
(I) if one of the following conditions is met, it shall be named “trial implementation”:
1. Systems and processes for new business and new management fields;
2. Systems and processes whose operation effect cannot be predicted or judged;
3. Implement systems and processes that may cause risks.
(II) for the system and process named “trial implementation”, the principle
