Lanzhou Lishang Guochao Industrial Group Co.Ltd(600738)
Working system of general manager
(revised in April 2022)
Chapter I General Provisions
Article 1 in order to further improve the governance structure of Lanzhou Lishang Guochao Industrial Group Co.Ltd(600738) (hereinafter referred to as “the company”), standardize the behavior of the general manager and other senior managers of the company and protect the interests of the company and shareholders, in accordance with the company law of the people’s Republic of China (hereinafter referred to as “the company law”), the securities law of the people’s Republic of China (hereinafter referred to as “the securities law”) and the governance standards of listed companies The detailed rules are hereby formulated in combination with the actual situation of the company, such as the Listing Rules of Shanghai Stock Exchange and other laws and regulations, normative documents and the relevant provisions of Lanzhou Lishang Guochao Industrial Group Co.Ltd(600738) articles of Association (hereinafter referred to as the articles of association).
Article 2 the general manager shall be responsible to the board of directors, organize the implementation of the resolutions of the board of directors, and preside over the daily production, operation and management of the company.
Article 3 the working system stipulates the main management functions and matters of the general manager, deputy general manager and other senior managers of the company.
Chapter II appointment, removal and term of office
Article 4 the company shall have a general manager, several deputy general managers and a person in charge of finance according to business needs.
Article 5 the appointment or dismissal of the general manager shall be decided by the board of directors. The term of office of the general manager is three years, and the general manager can be reappointed if reappointed; The board of directors may also decide the term of office of the general manager as appropriate, but the term of office shall not exceed three years.
Chapter III functions and powers of the general manager
Article 6 the general manager shall be responsible to the board of directors and exercise the following functions and powers:
（1） Organize the implementation of the resolutions of the board of directors and preside over the daily production, operation and management of the company;
（2） Organize the implementation of the company’s annual business plan and investment plan;
（3） Draw up the establishment plan of the company’s internal management organization;
（4） Formulate the basic management system and specific rules of the company;
（5） Formulate the salary, welfare, reward and punishment scheme and employment plan of the company’s employees;
（6） Propose to the board of directors to appoint or dismiss the deputy general manager and financial director of the company;
（7） Decide on the appointment and removal of heads of functional departments of the company;
（8） Determine the employment, remuneration, rewards and punishments of the company’s employees;
（9） Examine and approve various expenses in the daily operation and management of the company;
（10） According to the annual investment plan decided by the board of directors;
（11） According to the annual business plan, investment plan and financial budget and final settlement plan decided by the board of directors;
（12） Decide on the disposal of the company’s assets and rights and interests within the authorized amount of RMB 5 million by the board of directors (including asset mortgage, pledge, fund lending, entrusted management, asset purchase, lease, sale and license); Within the authorized amount of RMB 20 million by the board of directors, the disposal of the company’s assets and rights and interests (including asset mortgage, pledge, fund lending, entrusted management, asset purchase, lease, sale and licensing) shall be implemented after being submitted to the chairman for approval at the general manager’s Office meeting.
（13） Examine and approve the company’s financial expenditure within the limit authorized by the board of directors. According to the decision of the board of directors, the joint signing system shall be implemented for the scheduling of large amounts of funds of the company and the person in charge of finance;
（14） Sign various contracts and agreements on behalf of the company; Issue daily administrative and business documents.
Article 7 the deputy general manager and the person in charge of finance of the company shall be responsible to the general manager for their business and daily work, and report to the general manager regularly.
Chapter IV responsibilities and obligations of the general manager
Article 8 the general manager shall perform the following duties:
（1） 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 the owner, the enterprise and employees;
（2） Organize all forces of the company to implement the work tasks and various business economic indicators determined by the board of directors, implement an effective economic responsibility system, and ensure the completion of various work tasks and business economic indicators;
（3） Organize the implementation of comprehensive management system and improve management level; Pay attention to the analysis and research of market information and enhance the market adaptability and competitiveness of enterprises;
（4） 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; It is not allowed to change the resolution of the board of directors or exercise duties beyond its authority; When studying and deciding on issues related to the vital interests of employees, the opinions of the employee representatives of the company shall be heard in advance, and the trade union or employee representatives shall be invited to attend the meeting as nonvoting delegates.
Article 9 on the basis of improving economic benefits, the general manager shall strengthen the training and education of employees, pay attention to the construction of spiritual civilization, constantly improve the labor quality and political quality of employees, cultivate a good corporate culture, gradually improve the material and cultural living conditions of employees, and pay attention to the construction of employees
Article 10 the general manager must undertake the following obligations:
（1） They shall not take advantage of their authority to accept bribes or other illegal income, and shall not encroach on the company’s property;
（2） Do not misappropriate the company’s funds;
（3） 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;
（4） 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;
（5） It is not allowed 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;
（6） Without the consent of the general meeting of shareholders, they shall not take advantage of their position to seek business opportunities that should belong to the company for themselves or others, and operate businesses similar to the company on their own or for others;
（7） Do not accept the Commission of trading with the company as your own;
（8） Shall not disclose the company’s secrets without authorization;
（9） It shall not use its affiliated relationship to damage the interests of the company;
（10） Sign written confirmation opinions on the company’s periodic reports to ensure that the information disclosed by the company is true, accurate and complete;
（11） Truthfully provide relevant information and materials to the board of supervisors, and shall not hinder the board of supervisors or supervisors from exercising their functions and powers;
（12） Other obligations of loyalty and diligence to the company as stipulated by laws, administrative regulations, departmental rules and the articles of association.
Article 11 the board of directors has the right to make a decision to return the benefits obtained by the general manager in violation of the provisions of the preceding article to the company; If damage is caused to the company, the company has the right to claim compensation; If a crime is constituted, criminal responsibility shall be investigated according to law.
Chapter V general manager office meeting
Article 12 the company establishes the general manager office meeting system. The general manager’s office meeting shall be convened by the general manager and held with the written consent of the chairman (or approved by online review and signature). The general manager’s office meeting discusses major matters related to the operation, management and development of the company, as well as matters submitted by various departments and branches for deliberation.
Article 13 the general manager’s office meeting is divided into regular meeting and temporary meeting. The regular meeting is held once a quarter. The general manager may decide to hold temporary meetings from time to time according to work needs.
Article 14 the deputy general manager and other senior managers of the company shall participate in the general manager’s office meeting. The general manager may decide the person in charge of relevant departments and offices of the company’s headquarters to participate, or notify the person in charge of relevant branches to participate.
Article 15 the notice of the meeting is mainly written notice, which can also be notified to the participants through the company’s computer office network terminal and other communication methods. Generally, the participants shall be notified two working days in advance and the relevant meeting materials shall be delivered.
Article 16 the general manager of the company shall preside over the general manager’s office meeting. If the general manager is unable to preside over the meeting due to special reasons, other senior managers designated by the general manager shall preside over the meeting on his behalf. If the meeting cannot be held due to force majeure or other major reasons, the chairman of the meeting can also temporarily interrupt the meeting, and continue the meeting when conditions are ripe until the end of the meeting. Article 17 after full discussion on the topics of the general manager’s meeting, the minutes of the meeting shall be formed and issued for implementation after being signed by the general manager. The deputy general manager in charge shall be responsible for the implementation of the matters decided by the general manager’s office meeting according to the division of labor, and regularly report the implementation of their own minutes to the general manager.
Article 18 meeting minutes, meeting minutes, proposals and other meeting materials of the general manager’s office meeting shall be filed and kept in accordance with the requirements of relevant archives management and confidentiality regulations.
Article 19 participants shall properly keep the meeting documents and bear the responsibility and obligation of confidentiality for the meeting documents and the contents of the meeting.
Chapter VI reporting system
Article 20 the general manager shall report the production and operation of the company to the board of directors and the board of supervisors regularly or irregularly, and ensure the authenticity of the report. The contents of the report include but are not limited to major decisions and major matters in daily production and operation management, regular reports, financial reports and other data information, the implementation of the company’s annual plan, problems and Countermeasures in operation, the progress of major investment projects and other matters.
The general manager shall also timely report to the chairman of the board of directors on major problems in operation.
Article 21 the report shall be in writing, and a special report meeting (on-site or video) shall be held when necessary.
Chapter VII remuneration of general manager
Article 22 the remuneration of the general manager will be implemented in accordance with the relevant remuneration management system or measures separately formulated by the company.
Chapter VIII supplementary provisions
Article 23 matters not covered in this system shall be implemented in accordance with relevant national laws, regulations and the articles of Association; In case of any conflict with the laws and regulations promulgated by the state in the future or the articles of association modified by legal procedures, the provisions of relevant national laws, regulations and the articles of association shall be implemented, and the system shall be revised in time and submitted to the board of directors for deliberation.
Article 24 the working system shall be formulated, modified and interpreted by the board of directors of the company, and shall come into force after being reviewed and approved by the board of directors of the company.
