Guanglian Aviation Industry Co.Ltd(300900)
General manager’s working rules
Chapter I General Provisions
Article 1 in order to improve the governance structure of Guanglian Aviation Industry Co.Ltd(300900) (hereinafter referred to as the company), standardize the internal operation of the company and ensure that the general manager, deputy general manager and other senior managers of the company perform their duties diligently and efficiently, according to the company law of the people’s Republic of China (hereinafter referred to as the company law), the articles of association of Guanglian Aviation Industry Co.Ltd(300900) Industrial Co., Ltd. (hereinafter referred to as the articles of association) and other relevant laws The working rules are formulated in accordance with the provisions of laws and regulations and normative documents and in combination with the actual situation of the company.
Article 2 the term “senior managers” as mentioned in these rules includes the general manager, deputy general manager, person in charge of Finance and the Secretary of the board of directors of the company.
Chapter II qualifications and appointment and removal procedures of the general manager
Article 3 the company shall have a general manager, who shall be nominated by the chairman and appointed or dismissed by the board of directors. Other senior managers shall be nominated by the general manager and appointed or dismissed by the board of directors.
Article 4 a director may be employed to concurrently hold the positions of general manager, deputy general manager and other senior managers, but the number of directors concurrently holding the positions of senior managers and directors held by employee representatives shall not exceed half of the total number of directors of the company.
Article 5 The term of office of the general manager is three years and can be reappointed. The general manager is responsible to the board of directors.
Article 6 the general manager shall meet the following conditions:
(I) have rich economic theoretical knowledge, management knowledge and practical experience, and have strong economic management ability, decision-making ability and administrative execution ability;
(II) have the ability to know, be able to perform well, mobilize the enthusiasm of employees, establish a reasonable organization, coordinate 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, be proficient in this bank, be familiar with the production and operation capacity of various industries, and master relevant national policies, laws and regulations;
(IV) integrity, diligence, honesty and self-discipline, selfless dedication and loyalty to the company’s cause;
(V) forge ahead, be determined to innovate, have team spirit, and have a strong sense of historical mission and responsibility. Personnel under the circumstances specified in Article 146 of the company law, who are determined by the China Securities Regulatory Commission (hereinafter referred to as the CSRC) to be prohibited from entering the market, and whose prohibition has not been lifted, and who are determined by the CSRC or Shenzhen Stock Exchange to be unfit to serve as the general manager of the company, shall not serve as the general manager of the company. A person who is not suitable to be the general manager as stipulated in the articles of association shall not be the general manager of the company.
Article 7 the general manager may resign before the expiration of his term of office. The specific procedures and measures for the resignation of the general manager shall be stipulated in the labor contract between the general manager and the company.
Chapter III Obligations, responsibilities and division of labor of senior managers
Article 8 the senior management of the company shall not hold any position other than director in the controlling shareholder, actual controller and other enterprises under their control; It is not allowed to receive salary from the controlling shareholders, actual controllers and other enterprises under their control, or hold other management positions except directors and supervisors in other companies (except subordinate companies of the company); Moreover, they should not serve as directors, supervisors or other positions in other companies that compete with the company. The general manager shall truthfully declare his part-time work to the board of directors.
Article 9 the senior managers of the company shall faithfully perform their duties and safeguard the best interests of the company and all shareholders. If the company’s senior managers fail to faithfully perform their duties or violate the obligation of good faith, resulting in damage to the interests of the company and public shareholders, they shall be liable for compensation according to law.
Article 10 the senior managers of the company shall abide by the provisions of laws, administrative regulations and the articles of association, and bear the following obligations of loyalty 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) the company shall not, in violation of the provisions of the articles of association, lend the company’s funds to others or provide 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;
(x) other loyalty obligations stipulated in laws, administrative regulations, departmental rules and the articles of association. The income obtained by the company’s senior managers in violation of the provisions of this article shall belong to the company; If losses are caused to the company, it shall be liable for compensation.
Article 11 the senior managers of the company shall abide by the provisions of laws, administrative regulations and the articles of association, and bear the following obligations of diligence to the company:
(I) exercise the rights conferred by the company carefully, seriously and diligently to ensure that the company’s business activities comply with the requirements of national laws, administrative regulations and various national economic policies, and that the business activities do not exceed the business scope specified in the business license;
(II) all shareholders should be treated fairly;
(III) timely understand the business operation and management of the company;
(IV) it shall truthfully provide the board of supervisors with relevant information and materials, and shall not hinder the board of supervisors or supervisors from exercising their functions and powers;
(V) other duties of diligence stipulated in laws, administrative regulations, departmental rules and the articles of association. Article 12 the general manager shall assume the following responsibilities:
(I) be responsible to the board of directors. During the recess of the board of directors, it shall accept the supervision, inspection and guidance of the chairman, and regularly report the production and operation management to the chairman;
(II) maintain the property rights of the company’s enterprise legal person, ensure the preservation and appreciation of the company’s assets, and correctly handle the interest relationship between shareholders, the company and employees;
(III) strictly abide by the articles of association and the resolutions of the board of directors, regularly report to the board of directors and listen to opinions, and shall not change the resolutions of the board of directors or exercise duties beyond their authority;
(IV) organize all aspects of the company to implement the work tasks and various business economic indicators determined by the board of directors, and formulate effective incentive and restraint mechanisms to ensure the completion of various work tasks and business economic indicators;
(V) organize the implementation of a scientific and standardized quality management system, produce products according to international and national standards, and improve the level of product quality management;
(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.
Article 13 the general manager shall 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) decide to apply for loans from financial institutions if the single amount does not exceed 10% of the company’s latest audited net assets and the cumulative amount in an accounting year does not exceed 30% of the company’s latest audited net assets;
(III) organize the implementation of the company’s annual business plan and investment plan;
(IV) decide on the external investment, purchase or sale of assets, lease in or lease out of assets related to the main business with a single amount of no more than 5 million yuan and an annual cumulative investment amount of no more than 10% of the latest audited net assets.
The general manager shall submit a written report on relevant matters to the board of directors afterwards for filing;
(V) draw up the establishment plan of the company’s internal management organization;
(VI) draft the basic management system of the company;
(VII) formulate specific rules of the company;
(VIII) propose to the board of directors to appoint or dismiss the deputy general manager and financial director of the company;
(IX) decide on the appointment or dismissal of management personnel other than those who should be decided by the board of directors;
(x) formulate the salary, welfare, reward and punishment of the company’s employees, and decide on the employment and dismissal of the company’s employees; （11） Other functions and powers authorized by the articles of association or the board of directors.
According to the provisions of laws, regulations and the articles of association, the general manager shall be responsible for making decisions on matters that are not deliberated and decided by the general meeting of shareholders and the board of directors. The company’s daily business matters are decided by the general manager.
Article 14 the company implements the general manager responsibility system for daily production, operation and management. The general manager can divide the specific work into different management scope according to the actual situation of the company, and authorize the deputy general manager and other senior managers to take charge of it. The deputy general manager and other senior managers shall perform their duties within their respective responsibilities and report their work to the general manager.
The deputy general manager assists the general manager in his work and may exercise part of the powers of the general manager as entrusted by the general manager. Article 15 when the company’s senior managers and their spouses and children hold the shares (equity) of the company or its affiliated enterprises, they shall truthfully report the holding and subsequent changes to the board of directors.
Article 16 in case of any of the following circumstances, the senior management of the company shall have the responsibility to report directly to the board of directors at the first time, regardless of whether the board of directors should know it or not:
(I) involving criminal proceedings;
(II) becoming a defendant in civil proceedings in which due debts are not paid off;
(III) being filed for investigation by the administrative supervision department or discipline inspection organ.
Article 17 the general manager shall listen to the opinions of the trade union and the staff and workers’ Congress in advance when formulating issues related to the vital interests of the staff and workers, such as wages, welfare, production safety, labor protection, labor insurance, dismissal (or dismissal) of the company’s staff and workers.
Article 18 If the general manager or deputy general manager resigns before the expiration of his term of office, the board of directors shall convene a meeting of the board of directors as soon as possible to approve and employ new personnel to fill the vacancy caused by his resignation. The resignation of senior managers shall take effect when the resignation report is delivered to the board of directors.
Article 19 If the general manager or deputy general manager resigns or his term of office expires, his obligations to the company and shareholders will not be automatically relieved within a reasonable period after his resignation and within a reasonable period after the end of his term of office. His obligations to keep the company’s business secrets confidential will remain valid after the end of his term of office until the secrets become public information. The duration of other obligations shall be determined in accordance with the principle of fairness, depending on the length of time between the occurrence of the event and departure, as well as the circumstances and conditions under which the relationship with the company ends.
Chapter IV Rules for general manager’s office meeting
Article 20 the general manager’s office meeting (hereinafter referred to as the general manager’s meeting) is an organization that makes business management resolutions, mainly discussing and deciding on major matters in business management. The meeting shall be convened and presided over by the general manager or the deputy general manager entrusted by the general manager.
Article 21 decision making principles of general manager meeting
(I) major matters discussed at the general manager’s meeting can be decided jointly if there are unanimous opinions; In case of disagreement, the general manager shall make a decision after reviewing the situation and weighing the advantages and disadvantages; If there are great differences of opinion and it is difficult to make a decision at the moment, it can be discussed again at the next meeting;
(II) the power enjoyed by the deputy general manager is reflected through the authorization of the general manager; The responsibility for business decision-making undertaken by the deputy general manager is mainly reflected through the decision-making behavior at the general manager meeting (mainly based on records, resolutions or minutes);
(III) according to the principle of unified responsibility and authority, the general manager shall be responsible for the decisions made at the general manager meeting.
Article 22 the general manager’s meeting shall be held once a month in principle, but the general manager can decide to hold it anytime and anywhere according to needs. However, under any of the following circumstances, the general manager shall convene a meeting within three working days:
(I) proposed by the board of directors and the board of supervisors;
(II) when the general manager deems it necessary;
(III) proposed by other deputy general managers;
(IV) there are important business matters that must be decided immediately;
(V) when there is an emergency and it is necessary to hold a general manager meeting.
Article 23 for the notice of convening the meeting, the relevant department in charge of this matter of the company shall notify the participants by telephone or in writing two days ago. If it involves discussing major investment decisions and formulating specific rules and regulations of the company, written materials shall be delivered to the participants at least three days in advance.
If the participants cannot attend the meeting for some reason, they must ask the general manager for leave in advance.
Article 24 the topics of the general manager’s meeting include:
(I) study and decide on major matters related to the operation, management and development of the company;
(II) matters proposed by the company’s deputy general manager, financial director and other senior managers and included in the general manager’s office meeting with the consent of the general manager;
(III) other matters that the general manager believes should be submitted to the office meeting for collective discussion.
Article 25 the procedure of the general manager’s meeting is as follows:
(I) general matters that can be solved through individual reporting and negotiation shall be solved by the general manager and senior managers in charge within their respective scope; If the responsibilities of different senior managers are involved, they can be solved through mutual consultation, and the general manager can decide not to be included in the agenda of the office meeting;
(II) for the matters listed in the agenda of the meeting, if necessary, each subsidiary company can first submit written materials to the general manager or deputy general manager in charge, the leader in charge will first introduce the basic information of the matters, and then the general manager will organize discussion. The participants can express their opinions and make resolutions on this basis;
(III) in case of temporary and urgent major matters, the participants can directly put forward, discuss and make resolutions at the meeting with the consent of the general manager.
Article 26 persons attending the meeting shall have the right to request that explanatory records be made on the minutes of their speeches at the meeting.
The minutes of the general manager’s meeting include the following contents:
(I) the date and place of the meeting and the name of the convener;
(II) the names and positions of the participants;
(III) agenda of the meeting;
(IV) key points of speech;
(V) conclusions of the meeting.
Article 27 the general manager shall be responsible for the decisions of the general manager meeting. If the general manager’s meeting decides to violate laws, regulations or the articles of association, resulting in losses to the company, the personnel participating in the decision shall be liable for compensation to the company. However, if an objection is expressed in the speech and recorded in the minutes of the meeting, the
