Guangdong Tapai Group Co.Ltd(002233)
General manager’s working rules
Revised in March 2002
Guangdong Tapai Group Co.Ltd(002233)
General manager’s working rules
Chapter I General Provisions
Article 1 in order to improve the company’s management system, improve the corporate governance structure, clarify the responsibilities of the general manager, standardize the behavior of the company’s management team headed by the general manager, improve its work quality and efficiency, and prevent and reduce business risks, In accordance with the company law of the people’s Republic of China (hereinafter referred to as the company law) and the Guangdong Tapai Group Co.Ltd(002233) articles of Association (hereinafter referred to as the articles of association), these detailed rules are hereby formulated. Article 2 These Rules shall be implemented after being approved by more than half of all directors of the board of directors.
Article 3 once implemented, these working rules shall be binding on the actions of the general manager and the deputy general manager. Article 4 in case of any conflict between the contents of the detailed rules and the provisions of the above laws, regulations and the articles of association due to the promulgation and amendment of national laws and regulations and the amendment of the articles of association, the board of directors of the company shall convene a meeting in time to revise the detailed rules. Before the revised working rules are adopted at a formal meeting of the board of directors, the above provisions involving conflicting contents in the working rules shall automatically become invalid and shall be implemented in accordance with the relevant national laws, regulations and the articles of association in force at that time.
Article 5 the board of directors of the company reserves the right to amend and interpret these rules.
Article 6 matters not covered in these rules may be implemented with reference to relevant national laws and the articles of association.
Article 7 The term “general manager” as mentioned in these working rules refers to the general manager himself, the deputy general manager and the person in charge of Finance in the name of the general manager.
Chapter II qualification of general manager
Article 8 the company has a general manager who is appointed or dismissed by the board of directors and is responsible to the board of directors.
Article 9 The term of office of the general manager is three years, calculated from the date of appointment decided by the board of directors, and the general manager can be reappointed. The manager resigns or is dismissed by the board of directors before the expiration of his term of office. The term of office of the successor manager starts from the date of appointment decided by the board of directors to the expiration of the term of office of the former manager.
Article 10 under the circumstances specified in Article 146 of the company law and Article 95 of the articles of association, he shall not serve as the general manager of the company.
Article 11 the general manager may resign before the expiration of his term of office. The specific procedures and methods for the resignation of the general manager shall be stipulated in the employment contract between the general manager and the company.
The dismissal of the general manager must be approved by the resolution of the board of directors.
Article 12 the company has several deputy general managers (including 1-2 executive deputy general managers) to assist the general manager in his work. The company has one person in charge of finance.
Article 13 the deputy general manager and the person in charge of finance of the company shall be nominated by the general manager, and the board of directors shall consider the appointment or dismissal.
Article 14 the general manager of the company shall abide by the provisions of laws and regulations and perform the obligations of integrity and diligence.
Article 15 a director may be employed concurrently as the general manager, deputy general manager or other senior managers, but the number of directors concurrently serving as the general manager, deputy general manager or other senior managers shall not exceed one-half of the total number of directors of the company.
Chapter III functions and powers of the general manager
Article 16 the general manager shall exercise the following functions and powers:
（1） 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;
（2） Organize the implementation of the company’s annual business plan and investment plan;
（3） Draw up the establishment plan of the company’s internal management organization;
（4） Formulate the basic management system of the company;
（5） Formulate specific rules and regulations of the company;
（6） Propose to the board of directors to appoint or dismiss the deputy manager and financial director of the company;
（7） To decide on the appointment or dismissal of managers other than those who should be decided by the board of directors;
(VIII) according to the authorization of the board of directors, decide the company’s purchase or sale of assets, foreign investment, renting in or renting out assets, entrusted operation or entrusted operation, loan and other matters;
（9） Other functions and powers authorized by the articles of association or the board of directors.
If the above provisions involve asset sale, foreign investment, renting in or renting out assets, entrusted operation or entrusted operation, loan and other matters, the general manager’s office meeting shall be held for collective decision-making, and the voting system shall be adopted, which can be adopted and implemented only with the consent of more than two-thirds of the voting personnel present at the meeting.
Article 17 the general manager shall propose the board of directors to appoint deputy general managers according to the specific conditions of the company’s operation and management, and the number of deputy general managers shall not exceed the number specified in the articles of association.
Article 18 when the general manager nominates the deputy general manager and the person in charge of finance, the resume and work performance of the candidate shall be attached.
Article 19 the general manager may, by himself or through the general manager’s office meeting, appoint or dismiss managers other than those who should be appointed or dismissed by the board of directors, who are not among the senior managers of the company specified in the articles of association.
Article 20 if the deputy general manager and the person in charge of finance have administrative or criminal violations, serious dereliction of duty or incompetence, and the board of directors recommends that the general manager request the board of directors to dismiss the person, the general manager shall propose the dismissal; If the general manager does not propose dismissal, he shall bear corresponding responsibilities for the consequences arising therefrom.
Article 21 the general manager’s proposal on convening an interim meeting of the board of directors shall have clear topics and shall be attached with corresponding explanatory documents, data and / or other reference materials.
Article 22 the general manager shall listen to the opinions of the trade union and the workers’ Congress in advance when formulating issues related to the vital interests of the employees, such as wages, welfare, production safety, labor protection, labor insurance and dismissal of the company’s employees.
Article 23 the general manager shall formulate the company’s regulations on labor and personnel management (including post responsibilities, attendance, personnel employment principles, assessment standards, employment and dismissal procedures, labor contract signing, etc.), safety and security regulations, health and environmental protection regulations, document receiving and dispatching and archives management regulations, which shall comply with the relevant provisions of relevant national laws and regulations, and standardize the management of the company.
Article 24 in addition to the provisions of Article 16 of these rules, the general manager has the right to approve the following matters as authorized by the board of directors:
（1） Review and approve the purchase or sale of assets and foreign investment with a single transaction amount less than 1% of the company’s latest audited net assets;
（2） Review and approve the leased assets or entrusted operation in which the total amount of assets involved in a single transaction is less than 1% of the company’s latest audited net assets, and the leased assets or entrusted operation in which the total amount of assets involved in a single transaction is less than 1% of the company’s latest audited net assets. If the total amount of assets involved has both book value and evaluated value, the higher one shall be taken as the calculation data;
（3） Unless otherwise specified by laws and regulations or the exchange, review and approve the related party transactions with the amount of less than 300000 yuan between the company and related natural persons or less than 3 million yuan with related legal persons (or other organizations), or less than 0.5% of the absolute value of the company’s latest audited net assets.
（4） Review and approve the loan with a single amount less than 1% of the latest audited net assets of the company, and the total amount of loans in the current year does not reach 10% of the latest audited net assets of the company. If there are other provisions in national laws and regulations and the articles of association, such provisions shall be followed.
Article 25 the general manager, deputy general manager, person in charge of Finance and other senior managers may be invited to attend the meeting of the board of directors, but the general manager, deputy general manager, person in charge of Finance and other senior managers who are not directors have no voting right at the meeting of the board of directors.
Chapter IV general manager office meeting
Article 26 the general manager shall exercise his powers in accordance with the provisions of the articles of association and implement the general manager office meeting system under the responsibility of the general manager. Major issues shall be submitted by the general manager to the general manager’s office meeting for discussion. If no agreement can be reached after discussion, the general manager shall make a decision. For matters within the scope of the general manager’s authority, the general manager shall bear the final responsibility.
Article 27 the general manager’s office meeting shall be held once a month. Under special circumstances, the general manager may decide to hold a temporary office meeting.
Article 28 the general manager shall preside over the general manager’s office meeting. If the general manager is unable to preside over it, the general manager shall designate a deputy general manager to preside over it.
Article 29 under any of the following circumstances, the general manager shall convene an interim general manager’s office meeting within two days:
（1） When the general manager deems it necessary;
（2） When two or more directors propose;
（3） When two or more supervisors propose;
（4） In case of emergency during the operation and management of the company, the meeting shall be held.
Article 30 the general manager’s office meeting shall be attended by the deputy general manager, the person in charge of Finance and other senior managers.
Article 31 the general manager’s office meeting mainly discusses and decides the problems in daily production, operation and management, and appoints and dismisses middle-level managers.
The reports and documents required for the general manager’s office meeting shall be prepared and submitted by the administration and personnel department.
The administrative personnel department shall notify the members of the general manager’s office meeting in writing or by telephone. The notice shall include the following contents:
（1） Time and place of the meeting;
（2） Causes and topics.
Article 32 the minutes of the general manager’s office meeting shall be filed and kept by the administration and personnel department of the company. The minutes of the general manager’s office meeting shall be kept for more than ten years.
The minutes of the general manager’s office meeting include the following contents:
（1） The time and place of the meeting and the name of the convener;
（2） Names of members present;
（3） Meeting topics;
（4） Key points of each member’s speech;
（5） The meeting decided.
Chapter V reporting system
Article 33 the general manager shall report to the board of directors or the board of supervisors on the signing, execution, capital utilization, profit and loss of the company’s major contracts, and ensure the authenticity of the contents of the report.
Article 34 filing system:
The general manager shall report the company’s production and operation management, the implementation of the resolutions of the board of directors, the signing and performance of major contracts, the use of funds and profits and losses to the board of directors for the record.
（1） Regular reports.
The general manager shall report regularly to the board of directors quarterly, semi annually and annually.
1. Quarterly report.
The general manager shall, within 15 days after the end of each quarter, report to the board of directors the production and operation of the company in the previous quarter, including the completion of the plan and the assets and liabilities.
2. Semi annual report.
The general manager shall report the production and operation of the company in the first half of the year to the board of directors before the end of July, including the completion of the plan and the assets and liabilities; Profit and loss.
3. Annual report.
(1) At the end of each year, the general manager shall submit the work plan for the next year to the board of directors, which mainly includes: production plan, investment plan, labor employment, scientific research and development plan and relevant economic and technical indicators, and copy it to the board of supervisors.
(2) The general manager shall submit the summary report of the previous fiscal year to the board of directors after the end of each fiscal year, including the implementation of the resolutions of the board of directors, the company’s annual plan and investment plan, the formulation, modification and implementation of the company’s basic management systems, the wages, welfare, rewards and punishments of the company’s employees and labor employment. The annual summary report shall be copied to the board of supervisors.
（2） Interim report.
The signing and implementation of major contracts, the use of funds and the profits and losses; After the implementation of the resolutions of the board of directors, the general manager shall report to the board of directors in writing at any time.
Article 35 approval system:
If matters beyond the authority of the general manager need to be solved, the general manager shall submit them to the board of directors for study and decision. （1） The matters submitted to the board of directors for examination and approval shall be studied by the general manager’s office meeting and form a written report of the management level, which shall be submitted to the board of directors together with the materials of the matters to be examined and approved.
（2） The written report of the general manager and the research level shall be signed by the general manager and shall specify the opinions of the general manager.
Article 36 the management shall organize the study and modification of the modification opinions put forward by the board of directors on major matters within 1-2 days, and then submit them to the board of directors for review.
Article 37 all documents submitted by the general manager to the board of directors shall be registered by the Secretary of the board of directors and then submitted to the chairman of the board of directors. The contents of the registration include: the time of receiving the documents, the name and main contents of the documents (attachments), the signature of the document handover personnel, etc.
Chapter VI division of responsibilities
Article 38 the division of labor of the deputy general manager of the company is as follows:
（1） Participate in the formulation of the company’s overall work plan presided over by the general manager and actively put forward constructive opinions; （2） According to the company’s overall plan, formulate the work plan to ensure the smooth progress of the company’s work;
（3） Assist the general manager to guide, supervise and inspect the completion of work plans and the performance of post responsibilities of subordinate functional departments and business units.
Article 39 the financial director of the company is responsible for formulating the capital plan, cost standard, financial accounting, daily capital management and supervising the expenses of each department; Draw up the company’s annual financial budget and final settlement plan, profit distribution plan and loss recovery plan and report to the board of directors; Keep the financial seal and formulate the management measures for the use of the financial seal, which shall be discussed and approved by the general manager’s office meeting and reported to the board of directors for the record.
Article 40 unless otherwise specified, the terms “above” and “below” in these rules include this number, and the term “over” does not include this number.
Chapter VII supplementary provisions
Article 41 the detailed rules shall be formulated by the board of directors.
Article 42 the detailed rules shall be interpreted by the board of directors.
Guangdong Tapai Group Co.Ltd(002233)
March 2022
