Inner Mongolia Tianshou Technology&Development Co.Ltd(000611)
General manager’s working rules
(approved by the board of directors on March 22, 2022)
Chapter I General Provisions
Article 1 in accordance with the requirements of modern enterprise system, in order to further improve the governance structure and operation system of Inner Mongolia Tianshou Technology&Development Co.Ltd(000611) (hereinafter referred to as “the company”), these rules are formulated in accordance with the relevant provisions of the company law of the people’s Republic of China (hereinafter referred to as “the company law”) and the Inner Mongolia Tianshou Technology&Development Co.Ltd(000611) articles of Association (hereinafter referred to as “the articles of association”).
Article 2 the company shall set up a general manager and a deputy general manager according to law. The general manager shall preside over the daily operation and management of the company, organize the implementation of the resolutions of the board of directors and be responsible to the board of directors.
Chapter II qualifications and appointment and removal procedures of the general manager
Article 3 the company shall have a general manager who shall be appointed or dismissed by the board of directors. The general manager shall meet the following conditions:
(I) have rich economic theoretical knowledge, management knowledge and practical experience, and have strong operation and 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, have a higher educational background, be proficient in this bank, be familiar with the production and operation business of various industries and master relevant national policies, laws and regulations;
(IV) honesty, diligence, honesty and impartiality;
(V) energetic, healthy, with a strong sense of mission, responsibility and enterprising spirit;
(VI) have the planning and design ability of enterprise development strategy, the comprehensive management ability of commanding the company’s employees and business, and strong social relationship coordination and public relations ability.
Article 4 under any of the following circumstances, he shall not serve as the general manager of the company:
(I) no or limited capacity for civil conduct;
(II) being sentenced to criminal punishment for corruption, bribery, misappropriation of property, misappropriation of property or undermining the order of the socialist market economy, less than five years after the expiration of the execution period, or being deprived of political rights due to a crime, less than five years after the expiration of the execution period;
(III) if the company or the enterprise has been in bankruptcy or liquidation for more than three years, he shall be liable to the company or the enterprise as a director or individual;
(IV) having served as the legal representative of a company or enterprise whose business license has been revoked or ordered to close down due to violation of law, 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) those who have been determined by the CSRC to be prohibited from entering the market and have not been released.
A director may also be the general manager, and a non director may also be employed as the general manager.
The general manager or deputy general manager appointed or employed by the company in violation of the provisions of the preceding paragraph shall be invalid. The company shall remove the general manager from his post in case of any of the circumstances listed in paragraph 1 of this article during his term of office.
Article 5 a state civil servant may not concurrently serve as the general manager or deputy general manager of a company.
Article 6 the company has one general manager and several deputy general managers, and the appointment system of the board of directors is implemented. The appointment procedures are as follows:
(I) the general manager of the company shall be nominated by the chairman of the board of directors. After being discussed by the board of directors, the nomination committee shall organize the review and the board of directors shall decide on the appointment;
(II) the deputy general manager of the company shall be nominated by the general manager of the company, reviewed by the nomination committee and appointed by the board of directors.
Article 7 the company shall dismiss the general manager and deputy general manager in the following ways:
(I) to dismiss the general manager of the company, the chairman of the company shall propose the intention and reasons for dismissal, which shall be decided by the board of directors;
(II) the dismissal of the deputy general manager of the company shall be proposed by the general manager and decided by the board of directors.
Article 8 The term of office of the general manager and deputy general manager appointed by the board of directors is three years and can be reappointed.
Chapter III authority of the general manager
Article 9 the general manager shall exercise the following functions and powers:
(I) preside over the daily 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 company’s employee salary plan, reward and punishment plan, annual management personnel and employee use plan;
(V) draw up the company’s basic management system, formulate and improve the company’s rules and regulations;
(VI) propose to the board of directors to appoint or dismiss the deputy general manager;
(VII) propose to the board of directors to appoint or dismiss the general manager and financial director of the subsidiary;
(VIII) decide on the person in charge of each functional department of the company;
(IX) decide on the employment, promotion, salary increase, reward and punishment and dismissal of the company’s employees;
(x) examine and approve various expenses in the daily operation and management of the company according to the authority;
（11） Organize the implementation of investment projects approved by the board of directors according to the company’s investment plan determined by the board of directors;
（12） Sign contracts and agreements on behalf of the company as authorized by the board of directors; Issue daily administrative and business documents;
（13） Non director general manager may attend the board of directors without voting rights;
（14） Propose to convene an interim meeting of the board of directors;
（15） Other powers conferred by the articles of association and the board of directors.
Article 10 main functions and powers of the Deputy General Manager:
(I) as the assistant of the general manager, the deputy general manager is entrusted by the general manager to take charge of the work of the Department, be responsible to the general manager and sign and issue relevant business documents within the scope of responsibility;
(II) in the absence of the general manager, a deputy general manager shall be entrusted to perform some or all of his functions and powers.
Chapter IV working organization and working procedures of the general manager
Article 11 working organization of the general manager:
(I) the operation leading group of the company is composed of the general manager, deputy general manager, chief financial officer and Secretary of the board of directors;
(II) the company shall set up general office, securities department, finance department, enterprise management department, human resources department, legal affairs department, audit department and other departments as required.
Article 12 general manager office meeting system:
(I) general manager office meeting. It is presided over by the general manager, attended by the deputy general manager, chief financial officer and Secretary of the board of directors, and attended by the office director. Content of the meeting: to discuss the company’s business, management and other matters, as well as the matters submitted by various departments and subsidiaries to the meeting for deliberation. The general manager’s office meeting shall be held irregularly, and the general manager may hold the meeting at any time when he deems it necessary;
(II) company office meeting. The meeting will be held on the afternoon of the last Friday of each month. In principle, it will be presided over by the general manager (or the deputy general manager authorized by the general manager), with the participation of the deputy general manager, heads of departments and key personnel of business departments.
Main contents: work summary of each functional department and the key work plan and arrangement of the next month, and study the specific measures and methods for the implementation of the work;
(III) special working meeting. If necessary, the meeting shall be presided over by the general manager or deputy general manager, and the participants shall be the personnel of departments related to the research topic. Meetings focusing on special topics such as enterprise operation, investment and development planning, finance, engineering and comprehensive management, and put forward suggestions to the board of directors.
All or part of the members of the board of directors and the board of supervisors are invited to attend the above meetings as required. Notice shall be given to the participants in advance of the meeting. The participants of the special work meeting shall make full preparations according to the contents of the meeting, arrive at the meeting on time and take notes. The office is the comprehensive responsible department for the general manager’s office meeting and the company’s office meeting, making records of relevant meeting contents and improving data management.
Article 13 daily operation and management procedures:
(I) working procedure of investment project:
The investment plan implemented under the auspices of the general manager. When implementing the investment projects determined by the company, the general manager instructs relevant departments to formulate the investment plan, which shall be submitted to the board of directors for approval after being studied and approved by the general manager. After the implementation of the investment project, the project executor and supervisor shall be determined to implement and track the implementation of the project; After the completion of the project, the project audit shall be carried out in accordance with relevant regulations and reported to the board of directors.
(II) personnel management procedures:
1. The deputy general manager and chief financial officer of the company shall be nominated by the general manager and submitted to the board of directors for approval of appointment or dismissal; 2. The person in charge of each functional department shall be nominated by the general manager and appointed and removed after being studied and approved by the general manager’s office meeting. (III) working procedures for fund management:
According to the division of fund approval authority determined by the company, the joint signing system of general manager and chief financial officer shall be implemented to approve fund expenditure.
The specific control of the company’s large, important and daily expenses or the amount of property transfer shall be implemented in accordance with the company’s financial management system.
Chapter V responsibilities of the general manager
Article 14 the general manager shall perform the following duties:
(I) 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;
(II) strictly abide by the articles of association and the resolutions of the board of directors, regularly report to the board of directors and the board of supervisors and listen to their opinions; It is not allowed to change the resolution of the board of directors or act beyond its authority;
(III) organize all aspects of the company to implement the work tasks and business indicators determined by the board of directors; (IV) organize the implementation of internal control management system and continuously improve the operation and management level of the company;
Article 15 the general manager shall establish a people-oriented management idea, pay attention to the management of the company’s human resources, strengthen the training and education of employees, pay attention to the construction of spiritual civilization, continuously improve the labor quality and political quality of employees, cultivate a good corporate culture, gradually improve the material and cultural living conditions of employees on the basis of improving economic benefits, pay attention to the physical and mental health of employees, and fully mobilize the enthusiasm and creativity of employees.
Article 16 obligations of the general manager:
(I) shall not become an unlimited shareholder of other economic organizations or a general partner of a partnership; (II) it is not allowed to provide conditions for others to operate similar businesses with the company;
(III) not to buy, sell, lend or engage in acts that conflict with the interests of the company for himself or on behalf of others;
(IV) it is not allowed to take bribes or obtain other illegal income by taking advantage of its authority;
(V) not occupy the company’s property;
(VI) not misappropriate the company’s funds or lend to others;
(VII) no private deposit of public funds;
(VIII) no guarantee shall be provided for other units or individuals without the consent of the board of directors.
Article 17 the company shall establish an incentive mechanism in which the remuneration of the general manager and other senior managers is related to the company’s performance and personal performance, and the remuneration scheme of the general manager and other senior managers shall be approved by the board of directors.
Article 18 the general manager shall bear the legal responsibilities stipulated in the company law and the articles of association.
Chapter VI rewards and punishments of the general manager
Article 19 the company’s performance evaluation of the general manager shall be the basis for determining the general manager’s salary and other incentives.
Article 20 in case of any transfer, resignation or dismissal of the general manager during his term of office, the company’s full-time auditors must carry out the leaving audit.
Article 21 during the term of office, the general manager shall be given economic punishment, administrative punishment or investigated for criminal responsibility according to law in case of the following circumstances due to dereliction of duty or mistakes in work.
(I) due to poor operation and management, the company’s board of directors shall dismiss the general manager or members of the management team according to relevant procedures and shall not hold corresponding positions in the company within three years;
(II) decision making mistakes or violation of law and discipline caused by violation of the articles of association and decision-making procedures, resulting in heavy losses to the company’s assets;
(III) instructing or instructing the company to make false accounts, conceal income, and falsify economic indicators; (IV) committing other serious mistakes.
Article 22 the board of directors has the right to decide to take over the benefits obtained by the general manager in violation of Article 16 of these rules; If damage is caused to the company, the company has the right to claim compensation. If a crime is constituted, the company shall be investigated for criminal responsibility according to law.
Article 23 the deputy general manager and the chief financial officer shall assist the general manager in taking charge of part of the work and carry out the work according to the powers and responsibilities authorized by the general manager. Their responsibilities shall refer to the relevant contents of the responsibilities of the general manager. During the work, we should strengthen the request and report to the general manager and be responsible to the general manager.
Chapter VII supplementary provisions
Article 24 matters not covered in these Rules shall be implemented in accordance with national laws, regulations, policies and the articles of association.
Article 25 the detailed rules shall be interpreted by the board of directors of the company and shall come into force and implement from the date of approval by the board of directors.
