Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357)
Working rules of the president
Chapter I General Provisions
Article 1 in order to meet the requirements of modern enterprise system, promote the institutionalization, standardization and scientization of the company’s operation and management, ensure the correctness and rationality of the company’s major business decisions, and improve the level of democratic and scientific decision-making, according to the company law of the people’s Republic of China and the securities law of the people’s Republic of China The China Securities Regulatory Commission (hereinafter referred to as the “CSRC”) hereby formulates the detailed rules for the work of the president in accordance with the standards for the governance of listed companies (revised in 2018) and other laws, regulations, normative documents and the provisions of the Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357) articles of Association (hereinafter referred to as the “articles of association”).
Article 2 the company has a president, who is the person in charge of the daily operation and management of the company under the leadership of the board of directors. The president is responsible to the board of directors, executes the resolutions of the board of directors, and presides over the daily production, operation and management of the company.
According to the needs of production and operation, the company can set up several vice presidents, one secretary of the board of directors and one chief financial officer to assist the president.
The president, vice president, Secretary of the board of directors, chief financial officer and other personnel determined by the board of directors are senior managers of the company. The duties and working mechanism of the Secretary of the board of directors shall be formulated separately by the working rules of the Secretary of the board of directors.
Chapter II qualifications and appointment and removal procedures
Article 3 the president and other senior managers shall meet the following requirements:
(I) have rich economic theoretical knowledge, management knowledge and practical experience, and have strong comprehensive management ability;
(II) have the ability to 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, and 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) have a strong sense of mission, responsibility and enterprising spirit, energetic and healthy. Article 4 under any of the following circumstances, he shall not serve as the president of the company:
(I) no or limited capacity for civil conduct;
(II) being sentenced to criminal punishment for the crimes of corruption, bribery, embezzlement of property, misappropriation of property or undermining social and economic order, and the expiration of the execution period is less than five years, or being deprived of political rights for the crime, and the expiration of the execution period is less than five years;
(III) served as a director or factory director or manager of a company or enterprise in bankruptcy liquidation and was personally responsible for the bankruptcy of the company or enterprise, and less than three years have elapsed since the date of the bankruptcy and liquidation of the company or enterprise;
(IV) having served as the legal representative of a company whose business license has been revoked due to violation of law or a company or enterprise ordered to close down, and having personal responsibility, less than three 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, and the ban has not been lifted;
(VII) other contents stipulated by laws, administrative regulations, departmental rules or the articles of association.
The president appointed by the company in violation of the provisions of the preceding paragraph shall be invalid. In case of any circumstance under this article during the term of office, the President shall be dismissed by the company.
Article 5 the president of the company shall be nominated by the chairman and appointed by the board of directors.
Directors can be employed as president, vice president and other senior managers.
Article 6 the president, vice president and chief financial officer must be full-time, and shall not hold other positions except directors and supervisors in the controlling shareholders, actual controllers and other enterprises controlled by them, and shall not receive salaries in the controlling shareholders, actual controllers and other enterprises controlled by them.
Article 7 The term of office of the president is three years, and the president can be reappointed.
The term of office of the president of each supplementary appointment is the remaining term of the current president’s term of office.
Article 8 after the board of directors decides to appoint the president, vice president and other senior managers, they shall sign employment contracts with them respectively.
Article 9 the board of directors shall dismiss the president under any of the following circumstances:
(I) the term of office expires without renewal;
(II) the president resigns voluntarily and is approved by the board of directors;
(III) it is found or found that the president is not qualified for the post;
(IV) unable to continue to perform the duties of president;
(V) the board of directors decides to dismiss in advance.
The dismissal of vice presidents and other senior managers shall be implemented with reference to the provisions of this article.
Article 10 the President shall not be dismissed arbitrarily during his term of office. In case that the president needs to be dismissed in advance under the circumstances of the previous article, an interim Board of directors shall be convened and the president of the company can be dismissed only with the consent of more than half of all directors.
Article 11 during his term of office, the president may submit his resignation to the board of directors, but when there is sufficient evidence to prove that the company is in danger, emergency, major changes or major adverse conditions, the President shall not submit his resignation.
Article 12 when the president resigns, the reason for resignation shall be stated in the resignation report.
Article 13 the resignation of the President shall take effect only after being approved by the board of directors of the company. Before the approval of the board of directors, the President shall continue to perform his duties.
Article 14 If the resignation of the president has a significant impact on the production and operation of the company, he shall bear economic responsibility, including liquidated damages and compensation.
The situations of significant impact referred to in this article include but are not limited to:
(I) after his resignation, the president will take office or assist in the work of a company (or other forms of economy) that competes or may compete with the business of the company;
(II) the president will take office or assist in the work of a company (or other forms of economy) with significant interests in the company’s business after his resignation;
(III) the company is in an extraordinary period, and the resignation of the president will have a significant impact on the company’s production and operation;
(IV) the company’s major scientific research or business project in the charge of the president is in progress, and the resignation of the president will have a significant impact on the subject or project;
(V) other foreseeable significant impacts.
Article 15 if the vice president and other senior managers propose to resign, they shall submit a resignation report to the president, which shall be signed and approved by the president and then submitted to the board of directors for approval.
Article 16 when the president, vice president and other senior managers propose to resign, the resignation shall take effect after being approved by the board of directors of the company. If the employee leaves the company without approval, he shall be liable for the losses incurred by the company.
Chapter III powers and obligations of the president and other senior managers
Article 17 the President 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) 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 company’s vice president, chief financial officer and other senior managers nominated by the president;
(VII) appointment or dismissal of management personnel other than those to be appointed or dismissed by the board of directors;
(VIII) formulate the salary, welfare, reward and punishment of the company’s employees, and decide on the appointment and dismissal of the company’s employees;
(IX) be responsible for handling major emergencies of the company;
(x) according to the authorization or requirements of the board of directors, formulate a preliminary plan for the matters to be resolved by the board of directors and submit it to the board of directors for resolution;
（11） Other functions and powers authorized by the articles of association or the board of directors.
Article 18 the board of directors authorizes the president to have the following authorities in the use of funds, assets and the signing of contracts or agreements:
(I) sign the daily operation contract or agreement and approve the daily operation expenditure in the annual financial budget;
(II) sign contracts or agreements related to matters specially authorized by the general meeting of shareholders or the board of directors;
(III) approve the company’s purchase or sale of assets, foreign investment, lease in or lease out of assets and other transactions authorized by the board of directors (hereinafter referred to as “transactions”), and the specific approval authorities are as follows:
1. The total assets involved in the transaction are less than 10% of the company’s latest audited total assets;
2. The transaction amount of the transaction is less than 10% of the market value of the company;
3. The net assets of the subject matter of the transaction (such as equity) in the latest fiscal year are less than 10% of the market value of the company;
4. The relevant operating income of the transaction object (such as equity) in the latest fiscal year is less than 10% of the audited operating income of the company in the latest fiscal year, or the absolute amount is less than 10 million yuan;
5. The profit generated from the transaction is less than 10% of the audited net profit of the company in the latest fiscal year, or the absolute amount is less than 1 million yuan;
6. The related net profit of the transaction object (such as equity) in the latest fiscal year is less than 10% of the audited net profit of the company in the latest fiscal year, or the absolute amount is less than 1 million yuan.
Meeting the standard of paragraph 1 (11) of Article 35 shall be decided collectively by the company’s management committee composed of the president, vice president, Secretary of the board of directors, chief financial officer, chief sales officer and other main business groups of the company.
If the above transactions are related party transactions, they shall be implemented in accordance with the provisions of the company’s related party transaction decision-making system; (IV) approve the related party transactions between the company and related natural persons authorized by the board of directors with a transaction amount of less than 300000 yuan, and the related party transactions between the company and related legal persons with a transaction amount of less than 3 million yuan, or less than 0.1% of the company’s latest audited total assets or market value, unless the president is a related party;
(V) other matters deemed necessary by the board of directors.
If the data involved in the above index calculation is negative, take its absolute value for calculation.
Article 19 the president who is not a director shall attend the meeting of the board of directors as a nonvoting delegate.
Article 20 in case of emergency, the president has the right to temporarily deal with the problems in production administration that do not belong to his own scope of authority and must be decided immediately, but he shall report to the board of directors in time afterwards.
Article 21 if the president is temporarily unable to perform his / her functions and powers for some reason, he / she may temporarily authorize a vice president to perform some or all of his / her functions and powers. If the acting time is long (more than 30 working days), he / she shall submit it to the board of directors for decision. Article 22 to safeguard the interests of the company and its shareholders, the President shall abide by laws, administrative regulations and the articles of association, and bear the following Loyalty Obligations to the company:
(I) shall not take advantage of his power to accept bribes or other illegal income, and shall not encroach on the company’s property;
(II) not misappropriate the company’s funds;
(III) the company’s assets or funds shall not be deposited in an account opened in its own name or in the name of other individuals; (IV) not to violate the provisions of the articles of association by lending the company’s funds to others or providing guarantee for others with the company’s property without the consent of the general meeting of shareholders or the board of directors;
(V) not to enter into contracts or conduct transactions with the company in violation of the provisions of the articles of association or without the consent of the general meeting of shareholders;
(VI) without the consent of the general meeting of shareholders, it is not allowed to take advantage of his position to seek business opportunities that should belong to the company for himself or others, and operate businesses similar to the company for himself or for others;
(VII) shall not accept the Commission of trading with the company as his own;
(VIII) not disclose company secrets without authorization;
(IX) it shall not use its affiliated relationship to damage the interests of the company; Other loyalty obligations stipulated in laws, administrative regulations, departmental rules and the articles of association.
The income obtained by the president in violation of this article shall belong to the company; If losses are caused to the company, it shall be liable for compensation.
Article 23 the vice president of the company shall be nominated by the president and appointed by the board of directors. The term of office of the vice president is three years, and he can be reappointed if reappointed; The term of office of the vice president appointed for each term is the remaining term of the term of office of the current president.
The vice president assists the president in his work, is responsible to the president, performs his duties of division of labor and responsibility diligently, dutifully, honestly and faithfully, and reports to the president regularly.
The powers and obligations of the Vice President shall be relatively adapted according to the powers and obligations of the president, which shall be determined by the specific division of labor of the president. Article 24 the vice president may propose to the president to convene the president’s office meeting.
Article 25 the vice president may request the president of the company to dismiss or employ the general managers and employees within the scope of his business according to his performance and performance.
Article 26 the chief financial officer of the company shall be nominated by the president and appointed by the board of directors.
The company’s chief financial officer is a senior manager who manages and monitors the company’s financial and accounting activities.
Article 27 the chief financial officer shall be responsible to the board of directors and assist the president in his work. The term of office of the chief financial officer is three years and can be reappointed.
Article 28 the functions and powers of the chief financial officer include:
(I) be fully responsible for the daily financial work of the company, review and sign important financial documents and report to the president;
(II) participate in the examination and approval of the company’s major financial decisions, and organize the formulation of the company’s annual profit plan, fund use plan and expense budget plan;
(III) participate in the examination and approval of the company’s financial management regulations and other economic management systems, and supervise and inspect the financial operation and capital revenue and expenditure of its subsidiaries;
(IV) control the company’s production and operation costs, review and supervise the company’s fund utilization and revenue and expenditure balance;
(V) financial supervision over the implementation of the company’s major business plans and plans approved by the board of directors;
(VI) participate in the feasibility demonstration of investment projects and be responsible for the capital guarantee of new projects;
(VII) check the legality, authenticity and effectiveness of the company’s financial and accounting activities and related business activities, timely find and stop business activities that may cause significant losses to the company, and report to the board of directors;
(VIII) cooperate with the accounting firm to organize the company’s financial audit;
(IX) have the right to make suggestions to the president on the appointment, removal, organization change and other matters within the scope of Finance and work in charge
