Shenzhen Sea Star Technology Co.Ltd(002137)
Work rules of Chief Executive Officer (CEO)
Chapter I General Provisions
Article 1 in accordance with the requirements of the modern enterprise system and in order to further improve the company’s governance structure and business system, these rules are formulated in accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”) and the articles of association to standardize the behavior of the company’s senior managers and ensure that the senior managers faithfully perform their duties and work diligently and efficiently.
Article 2 These rules stipulate the qualifications and appointment and removal procedures of the company’s CEO, the powers of the CEO, the responsibilities of other senior managers, the CEO office meeting, etc.
Article 3 the senior managers mentioned in these rules include the chief executive officer (CEO), President, vice president, chief financial officer and Secretary of the board of directors.
Article 4 the company shall have a chief executive officer (CEO), who shall be appointed or dismissed by the board of directors; There shall be several presidents and vice presidents, who shall be appointed or dismissed by the board of directors.
Article 5 the chief executive officer (CEO) is responsible to the board of directors, and the president and vice president are responsible to the chief executive officer (CEO).
Chapter II qualification and appointment and removal procedures of Chief Executive Officer (CEO)
Article 6 the chief executive officer (CEO) shall meet the following conditions:
(I) have rich economic theoretical knowledge, management knowledge and practical experience, and have strong comprehensive management ability;
(II) have the ability to know people and be good at their duties, mobilize the enthusiasm of employees, establish a reasonable organization, coordinate various internal and external relations and take charge of the overall situation;
(III) have a certain number of years of enterprise management or economic work experience, university degree or above. Master relevant national policies, laws and regulations; Proficient in the production and operation business of the industry and familiar with the business of relevant industries; (IV) honesty, diligence, honesty and impartiality;
(V) strong sense of mission, responsibility and enterprising spirit, energetic and healthy.
Article 7 under any of the following circumstances, he shall not serve as the chief executive officer (CEO):
(I) no or limited capacity for civil conduct;
(II) being sentenced to criminal punishment for corruption, bribery, misappropriation of property, misappropriation of property or undermining the order of the socialist market economy, and the expiration of the execution period is less than 5 years, or being deprived of political rights for a crime, and the expiration of the execution period is less than 5 years;
(III) being a director, 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 3 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 3 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) being banned from entering the securities market by the CSRC before the expiration of the time limit;
(VII) other contents stipulated by laws, administrative regulations or departmental rules.
Article 8 a state civil servant shall not concurrently serve as the chief executive officer (CEO), President or vice president of the company.
Article 9 the company implements the appointment system of the board of directors, and the appointment procedures are as follows:
(I) the chief executive officer (CEO) of the company shall be nominated by the chairman and appointed or dismissed by the board of directors;
(II) the president and vice president of the company shall be nominated by the chief executive officer (CEO) and appointed or dismissed by the board of directors.
Article 10 other management personnel of the company, including the assistant to the chief executive officer (CEO) and the heads of branches, subsidiaries and departments, shall be nominated by the CEO, reviewed at the CEO’s office meeting, and appointed or dismissed by the CEO.
Article 11 the company shall dismiss the chief executive officer (CEO), President and vice president in the following ways: (I) the dismissal of the chief executive officer (CEO) shall be proposed by the chairman of the company and decided after review by the board of directors;
(II) the dismissal of the president and vice president of the company shall be proposed by the chief executive officer (CEO) and decided after review by the board of directors.
Article 12 The term of office of the chief executive officer (CEO), President and vice president is three years and can be reappointed. Chapter III functions and powers of senior managers
Article 13 the chief executive officer (CEO) is responsible to the board of directors and exercises the following functions and powers:
(I) preside over the production, 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) draw up the establishment plan of the company’s internal management organization;
(IV) formulate the basic management system of the company;
(V) formulate specific rules of the company;
(VI) propose to the board of directors to appoint or dismiss the president, vice president and chief financial officer of the company;
(VII) decide on the appointment or dismissal of management personnel other than those who should be decided by the board of directors;
(VIII) other functions and powers authorized by the articles of association or the board of directors.
Article 14 the chief executive officer (CEO) shall formulate systems related to employee safety production, labor protection, labor insurance, labor contract, etc.
Article 15 the chief executive officer (CEO) shall, according to the requirements of the board of directors or the board of supervisors, report to the board of directors or the board of supervisors on the signing and implementation of the company’s production and operation, major contracts, as well as the operation of funds and assets, profits and losses.
Article 16 when the chief executive officer (CEO) is unable to perform his duties for some reason, he has the right to appoint the president and vice president to act on his behalf.
Article 17 the president and vice president are responsible to the chief executive officer (CEO) and exercise the following functions and powers:
(I) assist the chief executive officer (CEO) in formulating the company’s development strategy and business policy;
(II) lead the formulation of the company’s annual business activity plan and business operation plan, and supervise the implementation results; (III) lead the formulation of the company’s annual objectives to ensure the realization of the objectives;
(IV) assist the chief executive officer (CEO) to supervise the operation of quality and environmental management system;
(V) assist the chief executive officer (CEO) to supervise and manage the daily operation of the company;
(VI) participate in the decision-making of the company’s development direction and investment;
(VII) pay attention to coordinating and improving the relationship with customers, supervise or assist in solving customer complaints;
(VIII) complete other work assigned by the CEO.
Article 18 non directors and senior managers may attend the meetings of the board of directors as nonvoting delegates. Non directors and senior managers have no voting rights at the meeting of the board of directors.
Article 19 capital management, asset operation and economic contracts of the company.
(I) the chief executive officer (CEO) has the right to dispose of assets with an individual amount of less than 10% of the company’s latest audited net assets and the right to make investment decisions on the purchase of fixed assets, intangible assets, investment and construction of real estate, etc; (II) for investment decisions involving the disposal of major assets and the purchase and construction of assets of the company, involving more than 10% and less than 30% (including 30%) of the latest audited net assets of the company, the chief executive officer (CEO) shall put forward a plan, which shall be signed and issued by the chairman for implementation after being approved by the board of directors; If the amount involved exceeds more than 30% of the company’s latest audited net assets, the chief executive officer (CEO) shall put forward a plan, which shall be signed and issued by the chairman of the board of directors after being submitted to the general meeting of shareholders for approval;
(III) matters involving foreign investment shall be implemented in accordance with the provisions of the company’s foreign investment management system.
Chapter IV responsibilities of senior managers
Article 20 the chief executive officer (CEO) shall assume the following responsibilities:
(I) in accordance with the provisions of the articles of association and the requirements of the board of directors or the board of supervisors, when reporting to the board of directors or the board of supervisors the signing, implementation, capital utilization and profit and loss of the company’s major contracts, the CEO must ensure the authenticity of the report;
(II) pay attention to market information, continuously reduce material consumption and expenses, and enhance the company’s adaptability and core competitiveness;
(III) take practical measures to improve the management level and economic benefits of the company;
(IV) care about the life of employees and gradually improve their material and cultural living conditions;
(V) when formulating issues related to the vital interests of employees, such as wages, welfare, production safety, labor protection and labor insurance, the opinions of the company’s labor union and workers’ Congress shall be listened to in advance.
Article 21 the chief executive officer (CEO) and other senior managers of the company shall abide by the articles of association, faithfully perform their duties, safeguard the interests of the company, and ensure:
(I) exercise their rights within the scope of their duties and shall not exceed their authority;
(II) the business activities of the company comply with the requirements of national laws, administrative regulations and various national economic policies, and the business activities do not exceed the business scope specified in the business license;
(III) no contract or transaction shall be concluded with the company except as stipulated in the articles of association or approved by the board of directors with knowledge;
(IV) do not use inside information to seek benefits for yourself or others;
(V) it is not allowed to take advantage of its authority to accept bribes or other illegal income, or occupy the company’s property; (VI) not misappropriate funds or lend the company’s funds to others;
(VII) do not take advantage of his position to occupy or accept business opportunities that should belong to the company for himself or others;
(VIII) the company’s assets shall not be deposited in an account opened in its own name or in the name of other individuals; (IX) the company’s assets shall not be used to guarantee the debts of the company’s shareholders or other individuals;
(x) without the informed consent of the board of directors, it shall not disclose the confidential information related to the company obtained during his term of office; However, unless the information is disclosed to the court or other competent government authorities when required by law or the public interest.
Article 22 when senior managers and their spouses and children hold shares (equity) in the company or its affiliated enterprises, they shall truthfully report the holding and subsequent changes to the board of directors.
Chapter V reporting system
Article 23 The Chief Executive Officer (CEO) shall regularly report to the board of directors and the board of supervisors, and consciously accept the supervision and inspection of the board of directors and the board of supervisors.
Article 24 when the board of directors and the board of supervisors are not in session, the chief executive officer (CEO) shall often report to the chairman on the daily work of the company’s production and operation and asset operation.
Article 25 regularly submit the balance sheet, profit and loss statement and cash flow statement to the directors and supervisors.
Chapter VI CEO office meeting
Article 26 The Chief Executive Officer (CEO) shall preside over the chief executive officer (CEO) office meeting, study and decide on major issues in the company’s production, operation and management, and examine and approve the company’s economic contract.
Article 27 members of the CEO office meeting: the CEO, President, vice president and other relevant personnel may attend the meeting as nonvoting delegates according to the topics of the CEO office meeting.
Article 28 solicitation of topics for the CEO office meeting: the CEO Office solicits the office meeting topics from the senior executives in advance, lists the topics and agenda, and sends a notice to the participants after submitting to the CEO for approval.
Article 29 the office meeting of the chief executive officer (CEO) shall be presided over by the CEO. If the CEO is unable to preside over the meeting for some reason, he may designate a president and vice president to preside over the meeting.
Article 30 under any of the following circumstances, an office meeting of the chief executive officer (CEO) shall be held immediately:
(I) when proposed by the chairman;
(II) when the chief executive officer (CEO) deems it necessary;
(III) there are important business matters that must be decided immediately;
(IV) when an emergency occurs.
Article 31 the chief executive officer (CEO) office shall assign special personnel to make minutes of the meeting. For the major issues studied in the CEO office meeting, if necessary, the minutes of the meeting shall be made and executed after being signed and issued by the CEO. Chief executive officer (CEO) office meeting records are generally kept for 10 years.
Chapter VII performance evaluation and incentive and restraint mechanism
Article 32 the performance evaluation of the chief executive officer (CEO) shall be organized and evaluated by the board of directors.
Article 33 the remuneration of the chief executive officer (CEO) shall be related to the company’s performance and personal performance, and shall be paid with reference to the completion of performance appraisal indicators.
Article 34 when the chief executive officer (CEO) is transferred, dismissed or leaves his post upon expiration, he must carry out leaving audit.
Article 35 If the chief executive officer (CEO) violates laws and administrative regulations or causes losses to the company due to dereliction of duty, he shall be given economic punishment or administrative sanctions according to the circumstances, or even investigated for legal responsibility.
Chapter VIII supplementary provisions
Article 36 matters not covered in these Rules shall be implemented in accordance with relevant national laws, administrative regulations, departmental rules, other normative documents and the relevant provisions of the articles of association.
Article 37 in case of any conflict between these rules and the articles of association, the provisions of the articles of association shall prevail.
Article 38 These Rules shall come into force after being approved by the board of directors.
February 23, 2002
