Henan Liliang Diamond Co.Ltd(301071)
General manager’s working rules
Chapter I General Provisions
Article 1 in order to further improve the management level and efficiency of the general manager and other senior managers of Henan Liliang Diamond Co.Ltd(301071) (hereinafter referred to as “the company”), standardize the discussion methods and decision-making procedures, and ensure that the general manager and other senior managers perform their duties legally and effectively, In accordance with the provisions of the company law of the people’s Republic of China, the securities law of the people’s Republic of China, other laws and regulations and the Henan Liliang Diamond Co.Ltd(301071) articles of Association (hereinafter referred to as the “articles of association”), and in combination with the actual situation of the company, these working rules are formulated.
Article 2 the general manager shall preside over the daily operation and management of the company, organize the implementation of the resolutions of the board of directors and be responsible to the board of directors.
Chapter II qualifications and appointment and removal procedures of the general manager
Article 3 the company shall have a general manager who shall be appointed or dismissed by the board of directors.
Article 4 a person under any of the following circumstances shall not serve as the general manager of the company:
(I) a person who is not allowed to serve as a senior manager under any of the relevant provisions of the company law;
(II) persons who hold other administrative positions except directors and supervisors in the controlling shareholders, actual controllers and other enterprises controlled by the company;
(III) persons who are prohibited from entering the securities market by the CSRC from serving as directors, supervisors and senior managers of listed companies and whose term has not expired;
(IV) persons who are publicly recognized by the stock exchange as unfit to serve as directors, supervisors and senior managers of listed companies;
(V) other contents stipulated by laws, administrative regulations or departmental rules.
The reasons for the appointment of the candidate and whether it will affect the standardized operation of the company, and prompt relevant risks:
(I) being subject to administrative punishment by the CSRC within the last 36 months;
(II) being publicly denounced by the stock exchange or being criticized in more than three circulars within the last 36 months; (III) being placed on file for investigation by judicial organs for suspected crimes or being placed on file for investigation by CSRC for suspected violations of laws and regulations, and there is no clear conclusion;
(IV) being publicized by the CSRC on the public inquiry platform of illegal and dishonest information in the securities and futures market, or being included in the list of dishonest Executees by the people’s court.
The deadline for the above-mentioned period shall be the date on which the board of directors of the company deliberates the proposal on the appointment of senior management candidates.
Article 5 The term of office of the general manager is three years, and the general manager can be reappointed.
Article 6 the general manager may resign before the expiration of his term of office. The specific procedures and measures for the resignation of the general manager shall be stipulated in the labor contract between the general manager and the company.
Chapter III functions and powers of the general manager
Article 7 the general manager shall be responsible to the board of directors and exercise 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) submit the annual investment plan to the board of directors for approval and implementation;
(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 deputy general manager, financial director and other senior managers of the company
Management personnel, except the Secretary of the board of directors;
(VII) decide on the appointment or dismissal of management personnel other than those who should be decided by the board of directors;
(VIII) review and approve general connected transactions other than major connected transactions that need to be submitted to the board of directors or the general meeting of shareholders for approval;
(IX) other functions and powers specified in laws, regulations, rules, normative documents and the articles of association or authorized by the general meeting of shareholders and the board of directors.
The general manager shall attend the board meeting as nonvoting delegates.
Article 8 the general manager shall not be interfered with the operation and management activities within the scope of his authority according to law. If a director interferes with his operation and management beyond his authority, he shall have the right to request the board of supervisors to stop it.
Article 9 the general manager shall not change the resolutions of the general meeting of shareholders and the board of directors when exercising his functions and powers. In case of emergency, failure to change will cause irreparable heavy losses to the company, and the change is really necessary, it shall be reported to the general meeting of shareholders or the board of directors immediately after taking the change measures to obtain the ratification of the general meeting of shareholders or the board of directors.
Article 10 duties of other senior managers:
(I) Deputy General Manager: assist the general manager in his work;
(II) chief financial officer: organize the company’s financial management, accounting and accounting supervision. Chapter IV conditions, procedures and participants of the general manager’s office meeting
Article 11 the company implements the general manager meeting system under the responsibility of the general manager. The general manager’s office meeting is a working meeting for the company’s management to discuss major matters related to the company’s operation, management and development and matters submitted to the meeting for deliberation by various functional departments.
Article 12 the general manager’s office meeting shall be notified by the office according to the instructions of the general manager. The meeting notice can be in written form, oral form or E-mail form, including the date and place of the meeting, the topic of the meeting and the time of sending the notice.
Article 13 the topics of the general manager’s office meeting shall be proposed by the general manager and other senior managers. The office is responsible for collecting, summarizing and listing the topics and agenda, which shall be submitted to the general manager for approval and then distributed to the participants. Article 14 the personnel participating in the general manager’s office meeting include the general manager and other senior managers. The general manager may require the Secretary of the board of directors, department managers or other relevant personnel to attend the meeting as nonvoting delegates when he deems it necessary. Article 15 the general manager shall preside over the general manager’s office meeting. If the general manager is absent from the meeting for some reason, he shall entrust a senior manager or the chief financial officer or other personnel authorized by the general manager to preside over the meeting.
Article 16 the matters to be studied and decided at the general manager’s office meeting shall be fully discussed to strive for agreement. In case of disagreement, the general manager shall decide the final resolution in accordance with the principle of general manager responsibility system.
Article 17 the general manager’s office meeting shall be recorded by a special person designated by the office. The minutes of the meeting shall be signed by the general manager, other senior managers, moderator and recorder attending the meeting. The minutes of the meeting shall be kept as the company’s archives for a period of ten years.
Chapter V reporting system
Article 18 the general manager shall report regularly to the board of directors, including but not limited to the implementation of the company’s annual business plan, the signing and implementation of major contracts, the use of funds, the company’s profits and losses, the progress of major investment projects, etc. The general manager’s report shall be made in writing.
Article 19 If the board of directors or the board of supervisors requires the general manager to report work, the general manager shall report work in accordance with the requirements of the board of directors or the board of supervisors within a reasonable time after receiving the above notice.
Article 20 the general manager shall timely report to the board of directors and the board of supervisors when the following events occur in the company’s business activities:
(I) major changes in the company’s production and operation conditions or environment;
(II) when the profit realized in the reporting period is significantly different from the profit budget;
(III) abnormal changes in the company’s financial situation;
(IV) major disputes with third parties during the execution of major contracts or production and operation;
(V) other major matters.
Article 21 after the board of directors makes a resolution, the general manager shall organize the implementation of the matters within the scope of the general manager’s responsibilities or authorized by the board of directors, and report the implementation to the board of directors in writing. The general manager shall submit a written report on the handling of authorized matters to the board of directors at the end of each year, and submit the general manager’s work report at the annual board of directors.
Article 22 the general manager and other senior managers of the company shall faithfully perform their duties and safeguard the best interests of the company and all shareholders. If the general manager and other senior managers of the company fail to faithfully perform their duties or violate the obligation of good faith, which causes damage to the interests of the company and public shareholders, they shall be liable for compensation according to law. If the general manager and other senior managers violate laws, administrative regulations, departmental rules or the articles of association when performing their duties and cause losses to the company, they shall be liable for compensation.
Chapter VI supplementary provisions
Article 23 unless otherwise specified, the terms used in these rules are the same as those in the articles of association.
Article 24 matters not covered in these Rules shall be implemented in accordance with relevant national laws, regulations, normative documents and the articles of Association; In case of any conflict between these rules and the laws, regulations, normative documents issued by the state in the future or the articles of association modified by legal procedures, the provisions of relevant national laws, regulations, normative documents and the articles of association shall prevail.
Article 25 the board of directors of the company shall be responsible for the interpretation of these rules.
Article 26 these working rules shall be implemented after being deliberated and approved by the board of directors of the company.
Henan Liliang Diamond Co.Ltd(301071) February 25, 2022
