Chongqing Zaisheng Technology Co.Ltd(603601) general manager’s working rules
catalogue
Chapter I General Provisions Chapter II qualification and appointment and removal procedures of the general manager Chapter III powers and responsibilities of the general manager Chapter IV powers, responsibilities and division of labor of the deputy general manager and other senior managers 6 Chapter V general manager office meeting Chapter VI work report of the general manager 9 Chapter VII Supplementary Provisions ten
Chongqing Zaisheng Technology Co.Ltd(603601)
General manager’s working rules
Chapter I General Provisions
Article 1 in order to clarify the rights and responsibilities of the general manager of Chongqing Zaisheng Technology Co.Ltd(603601) (hereinafter referred to as the “company”) and standardize the work behavior of the general manager, 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 other relevant provisions and the Chongqing Zaisheng Technology Co.Ltd(603601) articles of Association (hereinafter referred to as the “articles of association”).
Article 2 the company shall have a general manager. The general manager presides over the daily production, operation and management of the company, organizes the implementation of the resolutions of the board of directors of the company, and is responsible to the board of directors.
The company has several deputy general managers and one financial director to assist the general manager.
Article 3 the general manager shall faithfully and diligently perform his duties in strict accordance with the provisions of laws, administrative regulations, departmental rules, normative documents and the articles of association.
Article 4 the general manager shall perform his duties in accordance with the best interests of the company and all shareholders, handle the company’s affairs within the scope of his authority and authorization with reasonable prudence, attention and due ability, and shall not take advantage of his position to engage in acts detrimental to the interests of the company and shareholders.
Article 5 when performing their duties, the general manager and other senior managers shall accept the supervision of the board of supervisors in compliance with laws, regulations and the articles of association.
Chapter II qualifications and appointment and removal procedures of the general manager
Article 6 the general manager shall have the professional ethics and professional level of performing his duties.
Article 7 in addition to one of the circumstances listed in Article 146 of the company law, the candidate for general manager shall not have the following circumstances:
(I) administrative penalty imposed by the CSRC in the last three years;
(II) being publicly condemned by the stock exchange or being criticized in more than two circulars in the past three years;
(III) the market entry prohibition measures taken by the CSRC not to serve as directors, supervisors and senior managers of listed companies have not expired;
(IV) being publicly recognized by the stock exchange as unfit to serve as directors, supervisors and senior managers of listed companies, and the term has not expired;
(V) unable to ensure that enough time and energy are invested in the company’s affairs and effectively perform the duties that senior managers should perform during their tenure.
The above period shall be calculated from the date of the meeting of the board of directors to be elected as the general manager.
The candidate for general manager shall report to the board of directors whether the above circumstances exist within the first time he knows or should know that he is elected as the candidate for general manager.
If a candidate for general manager is under any of the circumstances listed in paragraph 1 of this article, the company shall not submit him as a candidate for general manager to the board of directors for voting.
If the company employs the general manager in violation of the provisions of the preceding paragraph, the appointment shall be invalid. The company may dismiss the general manager in case of any of the circumstances mentioned in the preceding paragraph during his term of office.
Article 8 state civil servants shall not concurrently serve as the general manager of the company.
The supervisor of the company shall not concurrently serve as the general manager of the company.
Article 9 a director may be employed concurrently as the general manager, deputy general manager or other senior managers, but the total number of directors concurrently serving as the company, deputy general manager or other senior managers shall not exceed one-half of the total number of directors of the company.
Article 10 the general manager shall work full-time in the company and receive remuneration in the company. He shall not hold any position other than director and supervisor in the controlling shareholder, actual controller and other enterprises controlled by him, and shall not receive remuneration in the controlling shareholder, actual controller and other enterprises controlled by him.
Article 11 the appointment and removal of the general manager of the company shall comply with legal procedures. The company shall sign employment contracts with the general manager and other senior managers to clarify their rights and obligations.
Article 12 the general manager of the company shall be nominated by the chairman and appointed or dismissed by the board of directors.
The deputy general manager, the person in charge of Finance and other senior managers of the company shall be nominated by the general manager and appointed or dismissed by the board of directors.
Article 13 before appointing the general manager of the company, the board of directors shall investigate the qualifications, operation and management experience, business expertise, integrity records and other conditions of the candidate, and ensure that the appointed general manager is honest, understands relevant laws and regulations, has professional or industry knowledge necessary for performing his duties, is competent for his duties, and has no laws, administrative regulations Those who are stipulated in departmental rules and normative documents shall not serve as directors of the company
Article 14 The term of office of the general manager is three years and can be reappointed. If the general manager resigns before the expiration of his term of office, he shall notify the board of directors in writing three months in advance, unless otherwise agreed in the employment contract between the general manager and the company. The board of directors has the right to decide whether to approve or not. If he leaves the company without the approval of the board of directors, the company has the right to investigate his responsibility.
Article 15 if the general manager is transferred, resigned or dismissed during his term of office, he must be audited by an accounting firm or audit firm with legal qualification and good reputation.
Chapter III powers and duties of the general manager
Article 16 the general manager shall exercise the following functions and powers:
(I) organize the implementation of the resolutions of the board of directors and comprehensively preside over the daily production, operation and management of the company;
(II) formulate the company’s medium and long-term development plan, major investment projects and annual production and operation plan; (III) organize the implementation of the company’s annual business plan and investment plan;
(IV) draw up the company’s annual financial budget and final settlement plan, the company’s after tax profit distribution plan, the loss recovery plan and the plan for mortgage financing of the company’s assets;
(V) draw up proposals for the company to increase or reduce its registered capital and issue shares or corporate bonds; (VI) draw up the establishment plan of the company’s internal operation and management organization;
(VII) formulate the company’s employee salary plan, reward and punishment plan and human resources development plan;
(VIII) formulate the basic management system of the company and formulate specific rules of the company;
(IX) propose to the board of directors to appoint or dismiss the deputy general manager and the person in charge of finance;
(x) decide on the appointment and removal of heads of functional departments of the company;
（11） Determine the employment, promotion, salary increase, reward and punishment and dismissal of the company’s employees;
（12） Examine and approve various expenses in the daily operation and management of the company;
（13） Decide the project investment of the company (excluding equity investment) according to the annual investment plan of the company determined by the board of directors;
（14） Decide on the disposal of the company’s legal person’s property and the purchase of fixed assets (including mortgage, pledge, fund lending, entrusted management, asset purchase, lease, sale and licensed use of assets) within the amount authorized by the board of directors;
（15） Examine and approve the company’s financial expenditure within the limit authorized by the board of directors;
（16） Sign various contracts and agreements on behalf of the company, including but not limited to bearing debts and expenses; （17） Issue daily administrative and business documents;
（18） Attend the meetings of the board of directors as nonvoting delegates;
（19） Other functions and powers conferred by the articles of association and the board of directors.
Article 17 the general manager shall perform the following duties:
(I) safeguard the property rights of the company’s corporate legal person, ensure the preservation and appreciation of the company’s assets, and correctly handle the interests of shareholders, enterprises and employees;
(II) strictly abide by the articles of association and resolutions of the board of directors, report to the board of directors and listen to opinions; It is not allowed to change the resolution of the board of directors or exercise duties beyond its authority; Report all decisions involving the vital interests of employees to the workers’ Congress or trade union;
(III) organize all aspects of the company to implement the work tasks and various production and operation economic indicators determined by the board of directors, promote the effective economic responsibility system, and ensure the completion of various work tasks and production and operation economic indicators;
(IV) pay attention to the analysis and research of market information and enhance the market adaptability and competitiveness of enterprises;
(V) organize the implementation of the total quality management system, produce products according to the requirements of relevant national laws and regulations, and improve the quality management level;
(VI) take practical measures to promote the company’s technological progress and modern management, improve economic benefits and enhance the enterprise’s ability of self transformation and self-development;
(VII) attach great importance to safety production, do a good job in fire control and environmental protection.
Article 18 If the general manager is unable to perform his duties for some reason, he has the right to appoint a deputy general manager to act on his behalf. Article 19 when exercising his powers, the general manager may employ relevant intermediaries to provide professional consulting services for the company to ensure the scientificity of decision-making.
Article 20 the general manager shall establish strict review and decision-making procedures in accordance with the authority of the articles of association and other systems of the company to purchase and sell assets, foreign investment, loan and asset mortgage, foreign guarantee, entrusted financial management and related party transactions; Major investment projects shall be reviewed by relevant experts and professionals and reported to the board of directors and the general meeting of shareholders for approval.
Article 21 the general manager shall listen to the opinions of the trade union and employee representatives in advance and invite the trade union or employee representatives to attend relevant meetings when formulating issues related to the vital interests of employees, such as wages, welfare, production safety, labor, labor insurance, dismissal (or dismissal) of the company’s employees.
Article 22 on the basis of improving efficiency, the general manager shall strengthen the training and education of employees, continuously improve the labor quality of employees, pay attention to the construction of spiritual civilization, cultivate good corporate culture, gradually improve the material and cultural living conditions of employees, pay attention to the physical and mental health of employees, and fully mobilize the enthusiasm and creativity of employees.
Article 23 the general manager shall strictly implement the relevant resolutions of the board of directors and shall not change, refuse or passively implement the resolutions of the board of directors without authorization. If the situation changes, which may have a serious impact on the progress or results of the implementation of the resolution, it shall be reported to the board of directors in time.
Article 24 the general manager shall timely report to the board of directors and the board of supervisors on major events and progress changes in the operation or finance of the company, so as to ensure the right to know of directors, supervisors and the Secretary of the board of directors. Article 25 the general manager and other senior managers shall sign written confirmation opinions on the company’s periodic reports to ensure that the information disclosed by the company is true, accurate and complete. Chapter IV powers, duties and division of labor of the deputy general manager and other senior managers Article 26 the deputy general manager exercises or performs the following powers and duties:
(I) assist the general manager and be responsible to the general manager;
(II) take charge of corresponding departments or work according to the division of labor decided by the general manager;
(III) be fully responsible for all work in charge and bear corresponding responsibilities within the scope authorized by the general manager; (IV) within the scope of work in charge, put forward suggestions to the general manager on the appointment and removal of corresponding personnel, organization change and other matters;
(V) have the right to convene a business coordination meeting within the scope of work, determine the duration, topics and attendees of the meeting, and report the results of the meeting to the general manager after the meeting;
(VI) approve or review the business development of the competent department in accordance with the provisions of the company’s business approval authority, and bear corresponding responsibilities;
(VII) put forward suggestions to the general manager on major issues related to the company;
(VIII) when the general manager is unable to perform his / her duties, the deputy general manager shall be entrusted by the general manager to perform the duties of the general manager on his / her behalf; (IX) complete other tasks assigned by the general manager.
Article 27 the person in charge of Finance shall exercise or perform the following functions and duties:
(I) be in charge of the company’s financial work and be responsible to the general manager;
(II) formulate the company’s financial and accounting system and submit it to the general manager for approval and the board of directors for approval in accordance with laws, regulations and the provisions of competent departments;
(III) complete the preparation of the company’s annual financial report on time and ensure its authenticity in accordance with the relevant provisions of the articles of Association;
(IV) be in charge of Finance and other corresponding departments or work according to the division of labor decided by the general manager, and bear corresponding responsibilities;
(V) put forward suggestions to the general manager on the appointment and removal of personnel within the scope of work of the financial director and the change of organization;
(VI) review the use of business funds and expenses in accordance with the provisions of the company’s accounting system, and take corresponding responsibilities;
(VII) regularly or irregularly provide the general manager with analysis reports on the company’s financial situation and put forward solutions;
(VIII) communicate with the company and financial institutions to ensure the financial support required for normal operation;
(IX) complete other tasks assigned by the general manager.
Article 28 the general manager has the right to decide and adjust the responsibilities and division of labor of the deputy general manager and other senior managers (excluding the Secretary of the board of directors) according to the needs of work.
Chapter V general manager office meeting
Article 29 the company implements the general manager office meeting system. The general manager’s office meeting is a working meeting presided over by the general manager to study and agree on matters.
Article 30 the general manager’s office meeting is divided into regular meeting and temporary meeting. The regular meeting is held once a month, which includes listening to the progress report of the company’s recent key work, coordinating the work of relevant departments of the company, studying major issues related to the company’s operation and management activities, and discussing major matters within the scope of the general manager’s authority.
Temporary meeting refers to the meeting mechanism in which the general manager temporarily convenes the deputy general manager, the person in charge of Finance and other management personnel to make decisions on Relevant Issues in the process of operation and management in case of the following circumstances:
(I) when proposed by directors and supervisors;
(II) when the general manager or his authorized person deems it necessary;
(III)
