Baiyang Investment Group Inc(002696)
General manager reporting system to the board of directors
Article 1 in order to implement the three-year action plan for the reform of state-owned enterprises, further establish a scientific and standardized decision-making mechanism, and clarify the working procedures for the general manager or the personnel performing the duties of the general manager to report to the board of directors, in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China and other relevant laws Regulations and rules and the articles of association of Baiyang Investment Group Inc(002696) (hereinafter referred to as the “articles of association”), and in combination with the actual situation of Baiyang Investment Group Inc(002696) (hereinafter referred to as the “company”), this system is formulated.
Article 2 the general manager or the personnel performing the duties of the general manager shall perform the obligations of regular and interim reports to the board of directors, and consciously accept the supervision and inspection of the board of directors and the board of supervisors.
Article 3 the general manager or the person performing the duties of the general manager shall regularly submit the consolidated balance sheet, income statement, cash flow statement and statement of changes in shareholders’ equity to the directors and supervisors. Article 4 the general manager or the person performing the duties of the general manager shall, in accordance with the provisions of the articles of association and the requirements put forward by the board of directors and the board of supervisors, report to the board of directors and the board of supervisors the signing and implementation of major contracts, related party transactions, capital utilization and profits and losses of the company, and ensure the authenticity of the contents of the report.
Article 5 the general manager or the personnel performing the duties of the general manager shall report to the board of directors in writing or other forms on major matters in the operation and management of the company regularly or irregularly, and must ensure the authenticity of the matters reported to the board of directors. In case of any of the following circumstances, the general manager or the person performing the duties of the general manager shall timely report to the board of directors, fully explain the reasons and impact on the company, and request the board of directors to perform the obligation of information disclosure in accordance with relevant regulations:
(i) Major changes in the company’s internal and external production and operation environment, such as the development prospect of the industry, national industrial policies, tax policies, business model, product structure, main raw materials and product prices, main customers and suppliers;
（2） The company’s operating performance is expected to suffer losses, turn losses into profits or change significantly year-on-year, or there is a large difference between the actual operating performance of the company and the disclosed performance forecast;
（3） Abnormal changes in the company’s financial situation;
（4） The company is punished and condemned by government departments and other regulatory agencies; (V) major disputes with third parties during the execution of major contracts or production and operation;
（6） Related party transactions;
（7） Other matters that may have a great impact on the production, operation and financial status of the company.
Article 6 the general manager or the person performing the duties of the general manager shall submit the general manager’s work report on the company’s operation in the previous year at the meeting of the board of directors to review the company’s annual report, and the Secretary of the board of directors shall be responsible for transmitting the above written report to the board of directors.
Article 7 when the board of directors is not in session, the general manager or the person performing the duties of the general manager shall report to the chairman on the daily work of the company’s operation and management and the matters decided at the general manager’s office meeting. The report may be in oral or written form.
Article 8 according to the articles of association and other regulations, the board of supervisors may require the general manager or the personnel performing the duties of the general manager to attend the meetings of the board of supervisors and answer the questions concerned.
Article 9 if the board of Directors considers that the matters executed by the general manager or the personnel performing the duties of the general manager violate the resolutions of the board of directors of the company, or the matters executed may cause adverse consequences to the company, it has the right to require him to suspend the execution of the matters, or re evaluate the matters before deciding to execute them. The general manager or the personnel performing the duties of the general manager shall implement them in accordance with the opinions of the board of directors.
Article 10 if the general manager or the person performing the duties of the general manager fails to report matters to the board of directors in a timely manner in accordance with the provisions of the system, the company shall, as the case may be, impose penalties such as ordering correction, in-depth review and circulating a notice of criticism, and may also impose economic penalties such as deducting Performance Wages; If the circumstances are very serious, they shall be transferred from their posts, suspended, demoted, dismissed, dismissed, terminated the labor contract, legal proceedings, etc.
Article 11 in case of intentional economic losses, the general manager or the personnel performing the duties of the general manager shall bear all economic responsibilities. If economic losses are caused due to negligence, punishment shall be given after comprehensive judgment according to the seriousness of the circumstances in accordance with the relevant provisions of the company’s internal accountability system. If the company is suspected of violating national laws and regulations or committing a crime and needs to be handled by the national judicial authority, the company shall transfer it to the judicial authority for handling.
Article 12 the system shall be implemented after being deliberated and adopted at the meeting of the board of directors of the company.
Article 13 the right to modify and interpret this system belongs to the board of directors of the company.
Article 14 in case of matters not covered in this system or conflict with relevant laws, regulations, rules, normative documents and the articles of association, the relevant laws, regulations, rules, normative documents and the articles of association in force at that time shall prevail. Baiyang Investment Group Inc(002696) board of directors December 27, 2001
