Zhejiang Shouxiangu Pharmaceutical Co.Ltd(603896)
General manager’s working rules
March 2002 (Revised)
catalogue
Chapter I General Provisions Chapter II qualifications and appointment and removal procedures of the general manager Chapter III responsibilities and authorities of the general manager Chapter III General Manager Office meeting Chapter IV reporting system 6 Chapter V Supplementary Provisions 6 Chapter I
Chapter I General Provisions
Article 1 in order to better manage the production and operation of Zhejiang Shouxiangu Pharmaceutical Co.Ltd(603896) (hereinafter referred to as “the company”), promote the institutionalization, standardization and scientization of the company’s operation and management, ensure the correctness and rationality of the company’s major production and operation decisions, and improve the level of democratic and scientific decisions, so as to make the company’s production and operation efficient and orderly, according to the company law of the people’s Republic of China and the securities law of the people’s Republic of China The detailed rules are formulated in accordance with the relevant provisions of the Zhejiang Shouxiangu Pharmaceutical Co.Ltd(603896) articles of Association (hereinafter referred to as the “articles of association”) and in combination with the actual situation of the company.
Article 2 the company shall have a general manager and other senior managers such as deputy general manager, Secretary of the board of directors and chief financial officer. The above personnel shall be appointed or dismissed by the board of directors of the company, and the directors of the company may be employed as the general manager or other senior managers.
Article 3 the general manager of the company shall preside over the daily business operation and management of the company, organize the implementation of the resolutions of the board meeting entrusted by the board of directors, and be responsible to the board of directors.
Article 4 the general manager shall implement the principles of honesty, diligence, law-abiding and high efficiency in his work.
Chapter II qualifications and appointment and removal procedures of the general manager
Article 5 the general manager shall meet the following qualifications at the same time:
(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 business, be familiar with production and operation in the commercial field, and master relevant national policies, laws and regulations;
(IV) honesty, diligence, honesty, self-discipline, selfless dedication and loyalty to the cause;
(V) forge ahead, be determined to innovate, have team spirit, and have a strong sense of mission and responsibility. Article 6 qualifications of the general manager:
(I) one of the circumstances listed in Article 146 of the company law exists;
(II) the following circumstances shall not exist:
1. Administrative punishment by the CSRC in the last three years
2. In the past three years, it has been publicly condemned by the stock exchange or criticized in more than two circulars;
3. The market entry prohibition measures taken by the CSRC not to serve as directors, supervisors and senior managers of listed companies have not expired;
4. 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;
5. Unable to ensure that enough time and energy are invested in the company’s affairs and effectively perform the responsibilities of senior managers.
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;
(III) national civil servants shall not concurrently serve as the general manager of the company;
(IV) the supervisor of the company shall not concurrently serve as the general manager.
Article 7 if the company employs the general manager in violation of laws, regulations, the articles of association and these rules, the appointment shall be invalid. If any of the circumstances listed in the above article occurs to the general manager during his term of office, the company shall remove him from his post. Article 8 The term of office of the general manager and the deputy general manager is 3 years. Upon expiration, they can be reappointed by the board of directors. Article 9 the dismissal of the general manager and deputy general manager of the company must be decided by the board of directors, and the board of directors shall put forward the reasons for the dismissal to the general manager and deputy general manager. In addition to the circumstances listed in Article 8 of these rules, the board of directors shall dismiss the general manager and deputy general manager within the contract period. If damage is caused to the general manager and deputy general manager, it shall be liable for compensation.
Article 10 the general manager and deputy general managers may resign before the expiration of their term of office. The specific procedures and measures for the resignation of the general manager and deputy general manager shall be implemented in accordance with the employment contract signed between them and the company.
Article 11 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.
Article 12 when the general manager or deputy general manager resigns or the term of office expires, their obligations to the company and shareholders will not be automatically relieved within a reasonable period after their resignation and within a reasonable period after the end of their term of office. Their obligations to keep the company’s business secrets confidential will remain valid after the end of their 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 III responsibilities and authorities of the general manager
Article 13 the general manager shall comprehensively preside over the operation and management of the company in accordance with the provisions of the articles of association and be responsible to the board of directors.
The deputy general manager shall assist the general manager and be responsible to the general manager. The specific responsibilities and authorities shall be decided by the general manager after discussion at the general manager’s office meeting.
The financial director of the company is responsible to the general manager and assists the general manager in managing the company’s financial plan, financial accounting and fund scheduling.
Article 14 the general manager has 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 deputy general manager and financial director of the company in accordance with the articles of association and the relevant internal control system of the company;
(VII) decide to appoint or dismiss management personnel other than those who should be appointed or dismissed by the board of directors in accordance with the articles of association and the relevant internal control system of the company;
(VIII) propose to convene an interim meeting of the board of directors;
(IX) other functions and powers granted by the articles of association or the board of directors.
Article 15 the general manager’s authority to examine and approve transactions is determined as follows:
(I) the decision-making authority of the general manager on the company’s connected transactions is: the connected transactions between the company and connected natural persons with a transaction amount of less than 300000 yuan, and the connected transactions between the company and connected legal persons with a transaction amount of less than 3 million yuan or less than 0.5% of the absolute value of the company’s latest audited net assets.
(II) if the company’s foreign investment, acquisition and sale of assets, asset mortgage, entrusted financial management and other matters meet the following conditions at the same time, they shall be deliberated by the general manager:
1. If the total assets involved in the transaction are less than 10% of the company’s total assets audited in the latest period, and the total assets involved in the transaction have both book value and evaluation value, the higher one shall be taken as the calculation data;
2. The relevant main business income of the transaction object (such as equity) in the latest fiscal year is less than 10% of the audited main business income of the company in the latest fiscal year, or the absolute amount is less than RMB 10 million; 3. The relevant 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 RMB 1 million;
4. The transaction amount (including debts and expenses) of the transaction is less than 10% of the company’s latest audited net assets, or the absolute amount is less than RMB 10 million;
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 RMB 1 million.
If the data involved in the above index calculation is negative, take its absolute value for calculation.
Article 16 on the premise of complying with the provisions of the articles of association, the general manager shall be fully responsible for the internal management of the company and undertake corresponding obligations:
(I) the general manager shall nominate the deputy general manager and the person in charge of finance of the company according to relevant procedures and report to the board of directors for appointment or dismissal. When the general manager nominates the deputy general manager and other senior managers, the resume and work performance materials of the candidate shall be attached.
If the general manager or the senior manager is incompetent, the general manager and the deputy manager shall be held liable for the corresponding criminal consequences if they are proposed to be dismissed by the general manager or the board of directors.
(II) when the general manager formulates 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.), security, health and environmental protection, document receiving and dispatching and file management, it shall comply with the relevant provisions of relevant national laws and regulations, and standardize the management of the company.
(III) the general manager shall listen to the opinions of the trade union and the workers’ Congress in advance when formulating the systems related to the vital interests of employees, such as wages, welfare, safe production, labor protection, labor insurance and dismissal of the company’s employees.
(IV) 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 other reference materials.
Article 17 the general manager shall, in accordance with the provisions of the articles of association and in accordance with the requirements put forward by the board of directors and the board of supervisors, report to the board of directors and the board of supervisors on the signing, implementation, fund utilization, profits and losses of the company’s major contracts, and ensure the authenticity of the contents of the report.
The contents of the report to the board of directors and the board of supervisors are divided into regular business report and interim business report:
(I) regular business reports include interim business reports and annual business reports. The general manager shall make regular business reports to the board of directors on time and copy the above business reports to the board of supervisors of the company.
(II) temporary business report: in case of any major situation in the production and operation process of the company, the general manager shall timely make a written or oral report to the board of directors or the chairman of the board of directors according to the specific situation.
Chapter III General Manager Office meeting
Article 18 the general manager’s office meeting is a working meeting for the company’s senior managers to exchange information, research work and agreed matters.
Article 19 the general manager shall preside over the general manager’s office meeting. Under special circumstances, the general manager may entrust the deputy general manager to preside over it. The general manager’s office meeting is attended by the general manager, deputy general manager and other senior managers; Other personnel can attend the meeting with the consent of the general manager as needed.
Article 20 the general manager’s office meeting shall be held once a month in principle. If the attendees cannot attend the general manager’s office meeting for some reason, they shall ask for leave from the general manager or the deputy general manager presiding over the meeting.
Article 21 under any of the following circumstances, an interim general manager’s office meeting may be held:
(I) when the general manager deems it necessary;
(II) proposed by the deputy general manager or other senior managers.
Article 22 the general manager’s office shall be responsible for the meeting affairs of the general manager’s office. After the agenda and scope of attendance of the general manager’s office meeting are approved by the general manager, the participants shall be notified 3 days before the meeting. Article 23 topics to be submitted to the general manager’s office meeting for discussion shall be reported to the general manager’s office two days before the meeting, and the general manager’s office shall make arrangements after asking the general manager for instructions.
Article 24 the discussion materials on important topics of the general manager’s office meeting must be delivered to the participants 2 days in advance.
Article 25 the topics of the general manager’s office meeting include:
(I) convey and study the documents, instructions and decisions of relevant national competent departments and regulatory institutions;
(II) measures and methods to convey, formulate and implement the resolutions of the general meeting of shareholders and the board of directors;
(III) the company’s business management and major investment plans;
(IV) annual financial budget and final settlement plan of the company;
(V) establishment plan of the company’s internal operation and management organization;
(VI) the company’s employee salary plan, reward and punishment plan, personnel recruitment and employment plan;
(VII) draft the company’s basic management system and formulate the company’s specific rules;
(VIII) appointment and removal of personnel specified in the articles of Association;
(IX) important matters involving the scope of responsibility of multiple deputy general managers;
(x) listen to the work report of the heads of important branches;
（11） Other matters that the general manager thinks need to be studied and solved.
Article 19 the general manager’s office meeting shall prepare meeting minutes, which shall be in the charge of special personnel assigned by the general manager’s office and kept properly. The meeting minutes mainly include:
(I) meeting type, meeting time, time and place;
(II) host and name of participants;
(III) main contents and decisions of the meeting.
Article 20 minutes of important meetings of the general manager’s office meeting shall be formed, and the general manager shall review and decide whether to print and distribute the minutes. The meeting minutes shall be properly kept and filed.
Article 21 all meeting materials that need to be kept confidential shall be recovered by the general manager’s office after the meeting.
Article 22 the personnel attending the general manager’s office meeting shall strictly implement the confidentiality system.
Chapter IV reporting system
Article 23 the general manager shall regularly report to the board of directors and the board of supervisors in writing, and consciously accept the supervision and inspection of the board of directors and the board of supervisors.
Article 24 when the board of directors and the board of supervisors are not in session, the general manager shall often report to the chairman on the daily work of the company’s production and operation and asset operation, except that the chairman also serves as the general manager.
Article 25 the general manager shall, in accordance with the requirements of the articles of association, organize the internal personnel of the company to submit financial statements to the outside regularly.
Chapter V supplementary provisions
Article 26 this
