Henan Liliang Diamond Co.Ltd(301071)
Management system of subsidiaries
Chapter I General Provisions
Article 1 the purpose is to strengthen the management and control of the subsidiary of Henan Liliang Diamond Co.Ltd(301071) (hereinafter referred to as “the company”), standardize the internal operation mechanism of the company, safeguard the legitimate rights and interests of the company and investors, and promote the standardized operation and healthy development of the company. This system is formulated in accordance with the company law of the people’s Republic of China (hereinafter referred to as the company law), the securities law of the people’s Republic of China, the Listing Rules of gem shares of Shenzhen Stock Exchange and other laws, regulations and normative documents, as well as the relevant provisions of 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.
Article 2 this system is applicable to subsidiaries whose shareholding ratio of the company exceeds 50%, or although it does not exceed 50%, but according to the agreement or the voting rights of the shares held by the company can have a significant impact on the resolutions of the general meeting of shareholders of the held company. The following subsidiaries include wholly-owned subsidiaries and holding subsidiaries.
Article 3 the purpose of strengthening the management of subsidiaries is to establish an effective control mechanism, control the risks of the company’s organization, resources, assets, investment and operation, and improve the overall operation efficiency and anti risk ability of the company.
Article 4 the company shall, in accordance with the requirements of asset control and standardized operation of subsidiaries, exercise the management of major matters of subsidiaries, and bear the obligation of guidance, supervision and relevant services to subsidiaries.
Article 5 under the framework of the company’s overall policies and objectives, the subsidiaries shall operate and manage independently in combination with their own business characteristics and environmental conditions, and formulate various management and control systems to ensure compliance with regulatory requirements and the implementation of these measures, operate the assets of enterprise legal persons legally and effectively, and implement various systems and regulations of the company to the subsidiaries.
Article 6 if a subsidiary of the company controls other companies at the same time, the subsidiary shall establish a management and control system for its subsidiaries with reference to this system.
Chapter II Management of directors, supervisors and senior managers
Article 7 the directors, supervisors, important senior managers and equity representatives sent by the company to subsidiaries shall be appointed, and their positions shall be executed in accordance with the provisions of the articles of association of each subsidiary.
Article 8 in addition to appointing directors, supervisors and equity representatives, subsidiaries shall, in principle, be appointed by the company as the chairman or general manager, and appoint important senior managers such as the person in charge of finance or deputy general manager; The participating company shall appoint directors, supervisors or senior managers and equity representatives as appropriate.
Article 9 candidates assigned to subsidiaries as directors, supervisors and senior managers must comply with the provisions of the company law and the articles of association of subsidiaries on the terms of office of directors, supervisors and senior managers. At the same time, they should have certain working experience, enterprise management experience and professional technical knowledge in financial management.
Article 10 appointment procedures of directors, supervisors and important senior managers:
(I) the board of directors of the company shall recommend and nominate candidates;
(II) final approval by the chairman;
(III) the administrative department of the company handles official recommendation documents in the name of the company;
(IV) submit to the shareholders’ meeting (general meeting of shareholders) and the board of directors of subsidiaries and joint-stock companies for deliberation and determination in accordance with the articles of association of subsidiaries and joint-stock companies;
(V) report to the personnel department of the company for filing.
Article 11 the directors, supervisors, important senior managers and equity representatives sent by the company to subsidiaries and joint-stock companies shall have the following responsibilities:
(I) exercise the obligations of directors, supervisors and senior managers according to law and assume the responsibilities of directors, supervisors and senior managers;
(II) supervise and urge subsidiaries and joint-stock companies to seriously abide by relevant national laws and regulations, operate according to law and standardize operation;
(III) coordinate relevant work between the company and its subsidiaries and joint-stock companies;
(IV) ensure the implementation of the company’s development strategy and the resolutions of the board of directors and the general meeting of shareholders;
(V) be faithful, diligent and conscientious, and earnestly protect the interests of the company in subsidiaries and joint-stock companies from infringement;
(VI) regularly or at the request of the company, report the production and operation of the working subsidiaries and joint-stock companies to the company, and timely report major matters to the company;
(VII) matters listed in the board of directors, board of supervisors or shareholders’ meeting (general meeting) of subsidiaries and joint-stock companies shall be communicated with the company in advance, submitted to the general manager of the company for review according to the specified procedures as appropriate, and then submitted to the chairman of the company for approval or submitted to the board of directors / general meeting of the company for review.
(VIII) undertake other tasks assigned by the company.
Article 12 the directors, supervisors, important senior managers and equity representatives sent by the company to subsidiaries and joint-stock companies shall strictly abide by laws, administrative regulations and the articles of association, bear the obligation of loyalty and diligence to the company and the company in which they work, and shall not use their power to seek personal interests, accept bribes or other illegal income, It is not allowed to encroach on the property of the company in office, and it is not allowed to enter into contracts or conduct transactions with the company in office without the consent of the company. If the above-mentioned personnel violate the provisions of this article and cause losses, they shall be liable for compensation. If they are suspected of committing a crime, they shall be investigated for legal responsibility according to law.
Article 13 the directors appointed by the company shall seek the opinions of the company, express their opinions on relevant issues and exercise their voting rights at the board of directors of the company. After the company studies and decides the voting opinions on the relevant issues of the shareholders’ meeting (general meeting) of subsidiaries and joint-stock companies, the chairman of the company shall appoint the equity representative to attend the shareholders’ meeting (general meeting) of subsidiaries and joint-stock companies, and the equity representative shall exercise the voting right within the scope of authorization according to the instructions of the company. Article 14 directors, supervisors, senior managers or equity representatives assigned to subsidiaries and joint-stock companies shall be selected from the company’s employees in principle. They can also be recruited from the society due to work needs, but they can only be assigned to subsidiaries and joint-stock companies after being employed as employees of the company.
Article 15 during the term of office, the directors, supervisors, senior managers or equity representatives appointed by the company shall submit an annual report to the general manager of the company within one month after the end of each year. On this basis, the annual assessment shall be conducted according to the assessment management measures of the company. If the assessment fails to meet the requirements of the company for two consecutive years, the company will submit it to the board of directors of subsidiaries and joint-stock companies The shareholders’ meeting (general meeting of shareholders) shall replace it according to the procedures specified in its articles of association.
Chapter III personnel management
Article 16 the subsidiary shall establish a standardized labor and personnel management system, and timely submit the system, staff roster and changes to the company for filing. The personnel changes of the management of each subsidiary shall be reported to the company in real time and filed.
Article 17 the human resources affairs of subsidiaries shall be under the centralized management of the human resources department of the company.
Article 18 the company shall be responsible for recruiting the candidates for the senior management of the subsidiary, and other personnel shall be recruited by the subsidiary itself.
Article 19 subsidiaries directly sign labor contracts with employees. If a separate social insurance account is required, it shall be handled directly by the subsidiary and reported to the human resources department of the company for the record.
Article 20 the professional title evaluation of subsidiaries shall be handled by their human resources department, and the professional titles of managers above the department head shall be reported to the human resources department of the company for the record.
Article 21 the human resources department of a subsidiary shall arrange and organize induction training for new employees, including the company’s background, development process, performance, organizational structure, system and norms of the company, etc.
Article 22 subsidiaries can organize employee training by themselves. Subsidiaries submit training plans to the company’s human resources department at the beginning of each year and training implementation summary at the end of each year. If they need to participate in the training organized by the company, they should confirm with the company’s human resources department in time.
Article 23 the entry procedures and resignation procedures of the recruiters of the subsidiaries shall be handled and approved by the subsidiaries. The subsidiary company shall summarize the personnel change statement of the previous month to the human resources department of the company every month.
Article 24 the subsidiary shall conduct attendance independently, and the attendance regulations shall be consistent with the company as far as possible. The salary policy shall be formulated with reference to the company’s salary policy and in combination with the local level of the same industry, and shall be reported to the human resources department of the company for the record.
Article 25 the subsidiary shall provide the HR Department of the company with the personnel form of the previous month every month so that the HR Department of the company can make statistics on relevant data.
Article 26 in order to ensure the consistency of the company’s overall personnel policies and systems, subsidiaries shall establish their personnel management systems according to the company’s personnel policies and systems, and implement them after being confirmed by the company’s human resources department. Chapter IV financial management
Article 27 the financial operation of subsidiaries shall be under the centralized management of the financial department of the company. The financial department of the subsidiary shall receive
Article 28 the financial director of the subsidiary shall be appointed by the company. The subsidiary shall not replace the person in charge of Finance in violation of the procedures. If it is really necessary to replace, it shall report to the company and appoint another person according to the procedures with the consent of the company.
Article 29 a subsidiary shall formulate its financial management system in accordance with the accounting standards for business enterprises and the articles of association and with reference to the relevant provisions of the company’s financial management system, and report it to the company’s financial department for the record.
Article 30 the financial department of the subsidiary shall establish accounting books, register accounting vouchers, and conduct independent revenue and expenditure and accounting according to the financial system and accounting standards.
Article 31 the financial department of a subsidiary shall, in accordance with the provisions of the financial management system, do a good job in the basic work of financial management, be responsible for preparing a comprehensive budget, accounting, supervision and control of business operations, and strengthen the management of costs, expenses and funds.
Article 32 the accounting policies, accounting estimates and changes adopted in the daily accounting and financial management of subsidiaries shall comply with the company’s financial accounting system and relevant regulations.
Article 33 the company’s internal control system for withdrawing various asset impairment reserves is applicable to the management of various asset impairment reserves by subsidiaries.
Article 34 a subsidiary shall timely submit its financial statements and provide accounting materials in accordance with the requirements of the company for the preparation of consolidated accounting statements and the disclosure of financial and accounting information, as well as the requirements of the company’s financial department for the content and time of submission, and its financial statements shall be audited by a certified public accountant entrusted by the company at the same time.
Article 35 the financial statements and relevant materials submitted by subsidiaries to the company mainly include: balance sheet, profit and loss statement, cash flow statement, financial analysis report, operation report, production and sales report, statement of providing funds and guarantees to others, etc.
Article 36 the directors, supervisors, senior managers or equity representatives of the joint-stock company appointed by the company shall be responsible for submitting the financial statements and financial analysis reports of the joint-stock company in that quarter to the company within one month after the end of each quarter, or submitting the latest financial statements at the request of the company.
Article 37 the person in charge of finance of a subsidiary shall regularly report the capital changes to the general manager, chief financial officer and Finance Department of the company.
Article 38 subsidiaries shall arrange the use of funds in accordance with the provisions of their articles of association and financial management system. The person in charge of the subsidiary shall not invest, borrow or misappropriate for private use in violation of the regulations, and shall not sign and approve the expenses beyond his authority. The financial personnel of the subsidiary have the right to stop and refuse to pay for the above acts. If the stop is ineffective, he can directly report to the leaders of the company.
Article 39 subsidiaries shall not conceal their income and profits in business activities and set up off account accounts and small coffers without permission.
Article 40 If a subsidiary violates the relevant national financial regulations and the financial system of the company and its subsidiaries, the relevant parties shall be investigated for responsibility and punished in accordance with the national financial discipline and the relevant punishment provisions of the company and its subsidiaries.
Article 41 a subsidiary shall properly keep its financial archives for a period of time in accordance with the relevant national regulations on the management of financial and accounting archives.
Chapter V business decision management
Article 42 the operation and development planning of subsidiaries must obey and serve the development strategy and overall planning of the company, and refine and improve their own planning under the framework of the company’s development planning.
Article 43 subsidiaries shall accept the supervision of the company and establish corresponding business plans and risk management procedures in accordance with the company’s business strategy and risk management policy.
Article 44 after the subsidiary’s annual business plan is divided and approved by the general manager, the management shall fully consider and implement the economic indicators of the subsidiary, such as the annual business plan, and report to the general manager according to the economic characteristics of the subsidiary.
Article 45 subsidiaries shall improve the decision-making procedures and management systems of investment projects, strengthen the management and risk control of investment projects, and the investment decisions must be institutionalized and programmed. Before submitting an investment project for approval, the project shall be subject to preliminary investigation, feasibility study, organization demonstration and project evaluation, so as to achieve scientific demonstration, standardized decision-making and whole process management, so as to maximize the investment benefit.
Article 46 the foreign investment of subsidiaries shall be subject to the business guidance and supervision of the office of the board of directors of the company.
Article 47 the office of the board of directors of the company shall establish investment business files one by one for the companies invested, controlled and participated in by the company, and strengthen the tracking management and supervision of the companies controlled and participated in.
Article 49 subsidiaries do not have independent rights of equity disposal, major asset disposal (purchase or sale), external financing, external security and various forms of external investment. If it is really necessary to invest abroad, develop and invest in its own business projects and invest in major fixed assets, it shall be submitted to the chairman of the board of directors for approval or to the board of directors / general meeting of shareholders for deliberation in accordance with the articles of association, rules of procedure of Henan Liliang Diamond Co.Ltd(301071) board of directors and Henan Liliang Diamond Co.Ltd(301071) information disclosure management system (hereinafter referred to as information disclosure management system), and can be implemented only after approval. Before signing the contract, the office of the board of directors and the Finance Department of the company shall jointly review the contents of the contract and submit it to the office of the board of directors of the company for filing after signing the contract.
Article 50 related party transactions of subsidiaries shall be deliberated by the board of directors or shareholders’ meeting (shareholders’ meeting) of subsidiaries and the board of directors or shareholders’ meeting of the company in accordance with the management measures for related party transactions of the company. Before convening the shareholders’ meeting (shareholders’ meeting), the subsidiary shall submit to the board of directors or shareholders’ meeting of the company to review the related party transaction proposal, and send personnel to attend the shareholders’ meeting (shareholders’ meeting) of the subsidiary. When the board of directors of the company considers related party transactions, related directors shall withdraw from voting. When the company’s general meeting of shareholders deliberates on related party transactions, related shareholders shall withdraw from voting.
Article 51 the external guarantee of subsidiaries shall comply with the Shenzhen
