Estun Automation Co.Ltd(002747)
General manager's working rules
(March 2022)
Chapter I General Provisions
Article 1 These rules are formulated in accordance with the company law of the people's Republic of China (hereinafter referred to as the company law), the Estun Automation Co.Ltd(002747) articles of Association (hereinafter referred to as the articles of association) and other relevant laws and regulations in order to clarify the responsibilities of the general manager, ensure the general manager to exercise his powers and promote the stable and healthy development of the company.
Article 2 the company shall set up a general manager according to law. The general manager shall preside over the daily production, 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.
Article 3 the company shall have a general manager who shall be appointed or dismissed by the board of directors. There are several deputy general managers and one chief financial officer. The company may set up other senior managers according to the needs of production and operation development.
Article 4 the general manager shall be responsible to the board of directors. When performing his duties, the general manager shall accept the supervision of the board of supervisors in compliance with laws, regulations and the articles of association.
Article 5 under the circumstances stipulated in the company law and those who are banned from the market by the CSRC, and the ban has not been lifted, they shall not serve as the general manager of the company.
Chapter II responsibilities of the general manager
Article 6 the general manager of the company shall abide by the provisions of laws, administrative regulations and the articles of association, and perform the obligations of integrity and diligence. The general manager of the company shall not hold office in any other enterprise without the approval of the general meeting of shareholders.
Article 7 when the general manager's own interests conflict with the interests of the company and shareholders, he shall take the best interests of the company and shareholders as the code of conduct, and ensure that:
(I) exercise their rights within the scope of their duties and shall not exceed their authority;
(II) the business activities of the company comply with the requirements of national laws, administrative regulations and various national economic policies, and the business activities do not exceed the business scope specified in the business license;
(III) no contract or transaction shall be concluded with the company except as stipulated in the articles of association or approved by the general meeting of shareholders;
(IV) do not use inside information to seek benefits for yourself or others;
(V) it is not allowed to operate the same business as the company on its own or for others, or engage in activities detrimental to the interests of the company;
(VI) it is not allowed to take advantage of its authority to accept bribes or other illegal income, or occupy the company's property; (VII) not misappropriate funds or lend the company's funds to others;
(VIII) do not take advantage of his position to occupy or accept business opportunities that should belong to the company for himself or others;
(IX) no commission related to the company's transactions shall be accepted without the informed approval of the general meeting of shareholders; (x) the company's assets shall not be deposited in an account opened in its own name or in the name of other individuals; （11） The company's assets shall not be used to guarantee the debts of the company's shareholders or other individuals;
（12） Without the informed consent of the general meeting of shareholders, it shall not disclose the confidential information related to the company obtained during his term of office; However, under the following circumstances, the information may be disclosed to the court or other competent government authorities:
1. It is stipulated by law;
2. Requirements of public interest;
3. There are requirements for legitimate interests.
Article 8 when the general manager and his spouse 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 9 in case of any of the following circumstances, the general manager 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.
Chapter III functions and powers of the general manager
Article 10 the general manager shall exercise the following functions and powers:
(I) preside over the production, operation and management of the company and report to the board of directors;
(II) organize the implementation of the resolutions of the board of directors, 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 company's deputy general manager and chief financial officer;
(VII) appointment or dismissal of management personnel other than those to be appointed or dismissed by the board of directors;
(VIII) draw up the salary, welfare, reward and punishment plans of the company's employees, and decide on the appointment and dismissal of the company's employees; (IX) when the board of directors is not in session, the general manager of the company has the right to decide on investment (including securities, bonds, futures, high-tech and other venture capital) or asset disposal within the scope of authorization of the board of directors, and shall report the relevant situation at the next board of directors.
When the above investment or asset disposal involves related party transactions, it shall be handled in accordance with relevant regulations.
(x) within the scope of authorization of the board of directors, decide on the company's loans, investments, guarantees (the matters involving guarantees shall also comply with the notice on Several Issues Concerning Regulating capital exchanges between listed companies and related parties and external guarantees of listed companies) and the purchase and sale of fixed assets.
（11） Handle external affairs on behalf of the company within the scope authorized by the board of directors.
（12） Sign or authorize the agent to sign all kinds of contracts and agreements (including but not limited to sales contracts, raw material procurement contracts, fixed asset investment, equipment procurement contracts, etc.) in the daily production and operation of the company. If it is a connected transaction, it shall comply with the relevant provisions of connected transactions. The general manager may, on behalf of the company, sign related party transaction contracts that have been deliberated and approved by the general meeting of shareholders or the board of directors. Relevant approval procedures shall be implemented in accordance with the requirements of the company's internal control system.
（13） Issue daily administrative, business and financial documents.
（14） Propose to convene an interim meeting of the board of directors.
（15） Other functions and powers conferred by the articles of association and the board of directors.
Article 11 the chief financial officer shall be responsible to the board of directors and assist the general manager in his work. The chief financial officer is directly responsible for the preparation of financial reports, accounting policy treatment, financial information disclosure and other financial related matters.
The chief financial officer shall strengthen the control of the company's financial process, regularly check the restrictions on the company's monetary capital and assets, and monitor the transactions and capital transactions between the company and its controlling shareholders, actual controllers and other related parties. The chief financial officer shall monitor the changes of the company's capital in and out and balance, actively take measures in case of abnormal changes in the capital balance, and report to the board of directors in a timely manner.
The chief financial officer shall ensure the financial independence of the company and shall not be affected by the controlling shareholders and actual controllers. If he receives instructions from the controlling shareholders, actual controllers and their affiliates to occupy or transfer funds, assets or other resources that encroach on the interests of the company, he shall explicitly refuse them and report to the board of directors in a timely manner.
Chapter IV reporting system
Article 12 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 13 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.
Article 14 regularly submit the balance sheet, profit and loss statement and cash flow statement to the directors and supervisors.
Article 15 the company shall hold employee representative meetings regularly, and the general manager shall report the administrative work of the company and listen to the opinions of employee representatives.
Chapter V general manager management system
Article 16 the company establishes an administrative command system headed by the general manager. The company has a general manager and several deputy general managers to form a management team. The deputy general manager carries out work under the unified leadership of the general manager, obeys the unified command of the general manager, executes the instructions of the general manager, completes various production tasks assigned by the general manager on time, and is responsible to the general manager. When the general manager is unable to perform his duties for some reason, he may authorize a deputy general manager to perform some or all of his functions and powers on his behalf. If the acting time is long, it shall be referred to the board of directors for decision.
Article 17 the general manager arranges the division of labor of senior managers such as the deputy general manager, requires senior managers such as the deputy general manager to perform their respective duties, assists the general manager in carrying out his work, regularly reports to the general manager, and puts forward opinions and suggestions for improvement.
Article 18 the company shall set up necessary management departments and allocate administrative principals according to the needs of production and operation, capital operation and various work.
Article 19 administrative leaders at all levels shall preside over the administrative work of their units, be responsible to the general manager, and take the initiative to do a good job in mutual coordination and improve work efficiency according to the principle of procedure and obedience.
Chapter VI decision making procedures and rules of procedure of the general manager
Article 20 according to the relevant provisions of the articles of association, formulate and implement relevant management systems for subsidiaries, implement business responsibilities and legal responsibilities, regularly inspect the work of subsidiaries and assess them; For the directly subordinate production plants, units and functional departments, the completion of production work shall be checked at any time by establishing and improving the economic responsibility system, strengthening the assessment.
Article 21 the general manager shall hold office meetings regularly (at least once a month). Regular meetings are the operation and management meetings in which the general manager convenes other senior managers to discuss and solve major problems in the process of operation and management, so as to ensure the scientificity, rationality and correctness of dealing with major problems and minimize the risk of decision-making. The general manager's office shall assign special personnel to make minutes of the general manager's office meeting.
Article 22 the general manager shall establish necessary meeting system to coordinate work and improve efficiency.
Chapter VII reward and punishment of general manager
Article 23 the board of directors shall be responsible for organizing the performance evaluation of the general manager and formulating relevant performance evaluation plans.
Article 24 If the general manager faithfully performs his duties, makes remarkable achievements in his work, the company has remarkable economic benefits and has made significant contributions to the development of the enterprise, and is commended by the state, province and ministry, he shall be given honors or material awards according to relevant procedures after discussion and decision of the board of directors.
Article 25 If the general manager violates laws and administrative regulations or causes losses to the company due to dereliction of duty, he shall be given economic punishment or administrative sanctions according to the circumstances until he is investigated for legal responsibility.
Chapter VIII supplementary provisions
Article 26 in case of any inconsistency between the relevant contents of these rules and the relevant provisions of laws, regulations and the articles of association, the relevant provisions shall prevail.
Article 27 these Rules shall come into force after being approved by the board of directors, and the power of interpretation belongs to the board of directors.
