Anhui Huilong Agricultural Means Of Production .Co.Ltd(002556)
General manager’s working rules
Chapter I General Provisions
Article 1 in order to meet the requirements of the modern enterprise system and promote the institutionalization, standardization and scientization of the operation and management of Anhui Huilong Agricultural Means Of Production .Co.Ltd(002556) (hereinafter referred to as the “company”), these detailed rules are formulated in accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”) and the Anhui Huilong Agricultural Means Of Production .Co.Ltd(002556) articles of Association (hereinafter referred to as the “articles of association”).
Article 2 the company has a general manager, who is appointed by the board of directors and is responsible to the board of directors. The general manager shall effectively manage and be fully responsible for the company’s business activities in accordance with the articles of association and these rules. Chapter II qualifications and appointment and removal procedures
Article 3 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 employees’ enthusiasm, know, be able and good at their duties, 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, be familiar with the production and operation business of this industry and related industries, and master relevant national policies, laws and regulations;
(IV) be honest, diligent and honest.
Article 4 under the circumstances specified in Article 146 of 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.
Article 5 personnel who hold other administrative positions in the controlling shareholder unit of the company except directors and supervisors shall not serve as the general manager of the company. The terms of office of the general manager in this chapter are applicable to the deputy general manager, the Secretary of the board of directors, the person in charge of Finance and other senior managers.
Article 6 the dismissal of the 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 himself. The general manager may resign before the expiration of his term of office.
Article 7 The term of office of the general manager and other senior managers is 3 years. Upon expiration, they can be reappointed by the board of directors.
Article 8 the general manager and other senior managers may resign before the expiration of their term of office. The specific procedures and measures for resignation shall be in accordance with the provisions of the labor contract signed with the company.
Article 9 if the general manager and other senior managers submit their resignation before the expiration of their term of office, the board of directors shall convene a meeting of the board of directors as soon as possible to approve and hire new personnel to fill the vacancy caused by their resignation. Chapter III functions, powers and obligations
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 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 financial director;
(VII) appointment or dismissal of management personnel other than those to be appointed or dismissed by the board of directors;
(VIII) formulate the salary, welfare, reward and punishment of the company’s employees, and decide on the employment and dismissal of the company’s employees; (IX) propose to convene an interim meeting of the board of directors;
(x) attend the meeting of the board of directors, and the general manager who is not a director has no voting right at the meeting of the board of directors;
（11） Other functions and powers authorized by the articles of association or the board of directors.
Article 11 the company has several deputy general managers, who are nominated by the general manager according to the list recommended by the nomination committee of the board of directors and reported to the board of directors for appointment. The general manager may propose to the board of directors to review the list of recommendations if necessary. Article 12 the deputy general manager shall assist the general manager in his work and perform his duties according to the arrangement of the general manager. Article 13 the company has one financial director, who is nominated by the general manager and appointed by the board of directors.
Article 14 main responsibilities of the general manager:
(I) be responsible to the board of directors of the company, ensure the healthy operation of the company’s production and operation activities, maintain and increase the value of the company’s assets and maximize the interests of shareholders;
(II) bear corresponding responsibilities for the economic losses caused by the mistakes of plans and decisions involved in the formulation; (III) be responsible for the authenticity, accuracy and completeness of the company’s financial statements and reports;
(IV) other responsibilities stipulated by the board of directors.
The deputy general manager shall bear corresponding responsibilities according to his division of labor.
Chapter IV general manager meeting system
Article 15 the general manager shall hold an office meeting of the general manager at least once a month to discuss, analyze and decide on the company’s monthly operation status and work plan, arrange the company’s finance, and timely understand the product procurement and sales information of companies abroad.
Article 16 the general manager shall preside over the general manager’s office meeting, and the general manager may decide to hold it temporarily according to the situation. The members of the meeting are the general manager, deputy general manager, Secretary of the board of directors, financial director, etc. Heads of departments and offices, heads of subsidiaries and personnel deemed necessary by the general manager may attend the meeting as nonvoting delegates. If the general manager cannot attend the regular meeting due to special circumstances, the general manager will designate a deputy general manager to preside over the meeting.
Article 17 the general manager shall notify the personnel attending the general manager’s office meeting in writing 3 days before each general manager’s office meeting. In case of emergency, it can be notified temporarily by telephone.
Article 18 the general manager has the final right to decide the matters discussed in the general manager’s office meeting and is responsible for the formed decisions. The deputy general manager, the person in charge of Finance and other participants have the right to suggest and question the matters discussed in the general manager’s office meeting.
Article 19 the general manager’s office meeting shall be recorded, and the personnel attending the meeting and the recorder shall sign the meeting minutes. Those attending the meeting have the right to request that their speeches at the meeting be recorded in the record. The minutes of the general manager’s office meeting shall be kept as the company’s archives for 10 years. Article 20 the minutes of the general manager’s office meeting shall 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) results of each decision.
Article 21 the general manager, the deputy general manager, the Secretary of the board of directors and the person in charge of Finance shall sign on the decision of the general manager’s office meeting and be responsible for the decision. If the general manager’s office 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 has been expressed at the meeting and recorded in the minutes of the meeting, the person may be exempted from responsibility.
Article 22 the general manager’s office meeting shall be attended by those who should attend the meeting in person. If they are unable to attend for some reason, they may entrust other personnel attending the meeting to attend on their behalf.
Those who attend the meeting on their behalf shall exercise their rights within the scope of authorization.
Article 23 when the decision of the general manager’s office meeting involves or has a direct interest in the personnel attending the meeting, the personnel attending the meeting shall disclose their interests to the general manager’s office meeting and shall withdraw. Article 24 If the deputy general manager, the Secretary of the board of directors and the person in charge of Finance fail to attend the meeting in person for two consecutive times without any reason or entrust other personnel to attend the meeting on their behalf, they shall be deemed unable to perform their duties, and the general manager shall suggest the board of directors to dismiss them.
Article 25 the general manager shall, according to the requirements of the board of directors or the board of supervisors, report to the board of directors or the board of supervisors on the signing and implementation of major contracts, capital utilization, profits and losses of the company. The general manager must ensure the authenticity of the report.
Article 26 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 employees, such as wages, welfare, production safety, labor protection, labor insurance, dismissal (or dismissal) of the company’s employees.
Article 27 the general manager, the deputy general manager, the Secretary of the board of directors, the person in charge of Finance and other senior managers shall abide by the provisions of laws, administrative regulations and the articles of association, and perform the obligations of integrity and diligence. Chapter V supplementary provisions
Article 28 matters not covered in these Rules shall be implemented in accordance with relevant laws, regulations, normative documents, articles of association and other relevant provisions.
Article 29 the right to interpret these rules belongs to the board of directors of the company.
Article 30 the detailed rules shall come into force from the date of deliberation and adoption by the board of directors of the company, and the same shall apply when amending Anhui Huilong Agricultural Means Of Production .Co.Ltd(002556) board of directors
March 2022
