Jahen Household Products Co.Ltd(300955)
General manager’s working rules
Revised in April 2002
Jahen Household Products Co.Ltd(300955)
General manager’s work rules
Chapter I General Provisions
Article 1 in order to standardize the production, operation and management of Jahen Household Products Co.Ltd(300955) (hereinafter referred to as the “company”), promote the institutionalization, standardization and scientization of the company’s operation and management, and improve the company’s operation and management level, according to the company law of the people’s Republic of China, the securities law of the people’s Republic of China, other relevant laws and regulations and the relevant provisions of Jahen Household Products Co.Ltd(300955) articles of Association (hereinafter referred to as the “articles of association”), The working rules are formulated in combination with the actual situation of the company.
Article 2 the detailed rules clearly stipulate the responsibilities, authorities, main management functions and work contents of the company’s senior managers (including the general manager, deputy general manager, person in charge of Finance and other senior managers).
The company has a general manager who presides over the daily production, operation and management of the company, organizes the implementation of the resolutions of the board of directors and is responsible to the board of directors.
Article 3 the senior managers of the company shall abide by laws, regulations, departmental rules, normative documents and the relevant provisions of the articles of association, and perform their duties in good faith, faithfully and diligently.
Article 4 the senior managers of the company shall perform their duties in accordance with the best interests of the company and all shareholders, handle the company’s affairs within the scope of their authority and authorization with reasonable prudence, attention and due ability, and shall not take advantage of their position to engage in acts detrimental to the interests of the company and shareholders.
Article 5 the senior management of the company shall strictly implement the relevant resolutions of the board of directors and shall not change, refuse or passively implement the resolutions of the board of directors without authorization. If the situation changes, which may have a serious impact on the progress or results of the implementation of the resolution, it shall be reported to the board of directors in time.
Article 6 the general manager shall timely report to the board of directors and the board of supervisors on major events and progress changes in the operation or finance of the company, so as to ensure the right to know of directors, supervisors and the Secretary of the board of directors.
Chapter II appointment and removal of general manager
Article 7 under any of the following circumstances, he shall not serve as the general manager or other senior managers of the company: (I) no civil capacity or limited civil capacity;
(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) being a director or factory director or manager of a company or enterprise in bankruptcy liquidation and personally responsible for the bankruptcy of the company or enterprise, less than three years have elapsed since the completion of the bankruptcy liquidation of the company;
(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) being banned from entering the securities market by the CSRC before the expiration of the time limit;
(VII) being publicly recognized by the stock exchange as unfit to serve as directors, supervisors and senior managers of the company, and the term has not expired;
(VIII) state civil servants shall not concurrently serve as the general manager of the company;
(IX) other contents stipulated by laws, regulations or rules.
Article 8 the company has one general manager and several deputy general managers and other senior managers. The above-mentioned senior managers form the working group of the general manager of the company, preside over the daily production, operation and management of the company, and organize the implementation of the resolutions of the board of directors.
Directors may be employed as general manager, deputy general manager or other senior managers, but the total number shall not exceed 1 / 2 of the total number of directors. The general manager and other senior managers of the company must be full-time, and shall not hold other positions except directors and supervisors in the units of the controlling shareholders and actual controllers of the company, and shall not receive salaries in the controlling shareholders, actual controllers and other enterprises controlled by them.
Article 9 The term of office of the general manager, deputy general manager, chief financial officer and other senior managers is three years and can be reappointed.
Article 10 the general manager of the company shall be nominated by the chairman and appointed or dismissed by the board of directors; The deputy general manager, chief financial officer and other senior managers shall be nominated by the general manager and appointed or dismissed by the board of directors. The general manager is responsible to the board of directors and the deputy general manager is responsible to the general manager.
Article 11 the dismissal of the company’s general manager, deputy general manager, chief financial officer and other senior managers must be decided by the board of directors, and the board of directors shall put forward the reasons for dismissal to him in advance.
Article 12 the general manager, deputy general manager, chief financial officer and other senior managers may resign before the expiration of their term of office. The resignation procedures and measures shall be implemented in accordance with the articles of association and the labor contract signed between the company and them. Article 13 if the board of directors dismisses the general manager in violation of the labor contract and causes damage to the general manager, it shall be liable for compensation.
Chapter III functions and powers of the general manager and other senior managers
Article 14 the general manager shall be responsible to the board of directors and exercise the following functions and powers:
(I) organize and implement the resolutions of 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 company’s deputy general manager, chief financial officer and other senior managers; (VII) decide on the appointment or dismissal of management personnel other than those who should 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) formulate the company’s development plan, major investment projects and annual production and operation plan;
(x) organize the formulation of the company’s annual financial budget and final accounts, and formulate the company’s after tax profit distribution plan, loss recovery plan and the plan for mortgage financing of the company’s assets;
（12） Other functions and powers authorized by the articles of association or the board of directors.
The general manager may attend the meeting of the board of directors as nonvoting delegates, and the non director general manager has no voting right at the board of directors.
Article 15 the general manager of the company shall be responsible for the company’s external investment (excluding securities investment, entrusted financial management or derivative product investment), acquisition and sale of assets (the assets purchased and sold do not include the purchase of raw materials, fuel and power, as well as the sale of products, commodities and other assets related to daily operation, but the purchase and sale of such assets are still included in the asset replacement), financing (loan or credit extension) The authorities to provide financial assistance (including entrusted loans), asset mortgage (or pledge), creditor’s rights or debt restructuring are as follows:
(I) foreign investment (excluding securities investment, entrusted wealth management or derivative investment), acquisition and sale of assets, financing (loan or credit), provision of financial assistance (including entrusted loan), asset mortgage (or pledge), creditor’s rights or debt restructuring and other matters that meet one of the following standards (hereinafter referred to as “transaction” in this article) shall be approved by the general manager:
1. If the total amount of assets involved in the transaction is less than 10% of the company’s latest audited total assets, and the total amount of assets involved in the transaction has both book value and assessed value, the higher one shall be taken as the calculation basis;
2. The relevant operating income of the transaction object (such as equity) in the latest fiscal year is less than 10% of the audited operating income of the company in the latest fiscal year or the absolute amount is less than 10 million yuan;
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 1 million yuan;
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 10 million yuan;
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 1 million yuan;
6. Other matters authorized by the board of directors to the general manager for examination and approval in accordance with laws, regulations, normative documents and the articles of association.
The above acquisition and sale of assets does not include the purchase of raw materials, fuel and power, as well as the sale of products, commodities and other assets related to daily operation, but the purchase and sale of such assets are still included in the asset replacement.
If the data involved in the above index calculation is negative, take its absolute value for calculation; The cumulative amount involved is calculated by taking the sum of the absolute values of each data amount. The provisions of the preceding paragraph shall apply to similar transactions related to the subject matter of the transaction within 12 months of the company in accordance with the principle of cumulative calculation; If the relevant transaction has fulfilled the deliberation procedures of the board of directors or the general meeting of shareholders, it will not be included in the scope of relevant cumulative amount.
(II) related party transactions that meet one of the following criteria shall be examined and approved by the general manager:
1. The amount of connected transactions between the company and connected natural persons is less than 300000 yuan;
2. The amount of related party transactions between the company and related legal persons is less than 3 million yuan and less than 0.5% of the absolute value of the company’s latest audited net assets.
Matters beyond the approval authority of the general manager of the company as stipulated in this article and those that must be submitted to the board of directors and the general meeting of shareholders for deliberation in accordance with laws, administrative regulations, relevant provisions of the CSRC and Shenzhen Stock Exchange shall be deliberated and approved by the board of directors and the general meeting of shareholders.
Article 16 the deputy general manager shall exercise the following functions and powers:
(I) assist the general manager in his work;
(II) take charge of corresponding departments or work according to the division of labor decided by the general manager. Implement the work under the leadership of the general manager and report to the general manager regularly;
(III) be fully responsible for all work in charge and bear corresponding responsibilities within the scope authorized by the general manager; (IV) have the right to hold business coordination meetings within the scope of their jurisdiction, determine the duration, topics and attendees of the meetings, and report the results of the meetings to the general manager;
(V) approve or review the business development of the competent department according to the provisions of the company’s business approval authority, and bear corresponding responsibilities;
(VI) have the right to make suggestions to the general manager on major matters of the company;
(VII) propose to the general manager to convene the general manager’s office meeting;
(VIII) complete other tasks assigned by the general manager.
Article 17 the chief financial officer shall exercise the following functions and powers:
(I) be responsible to the board of directors of the company and supervise whether the business activities of the company’s management meet the requirements of the board of directors;
(II) in accordance with relevant national accounting regulations, guide the company’s financial department and financial personnel to do a good job in financial accounting, and ensure that the company’s financial records are legal, true and complete;
(III) protect the safety of the company’s assets and protect the interests of the company’s shareholders;
(IV) study and analyze the company’s financial problems and put forward relevant analysis and suggestions to the board of directors in time; (V) other functions and powers conferred by the board of directors.
Article 18 senior managers of the company shall not commit the following acts:
(I) taking advantage of his power to accept bribes or other illegal income and embezzle the company’s property;
(II) misappropriating the company’s funds;
(III) open an account to deposit the company’s assets or funds in his own name or in the name of other individuals; (IV) in violation of the provisions of the articles of association, lending the company’s funds to others or providing guarantee for others with the company’s property without the consent of the general meeting of shareholders or the board of directors;
(V) entering into contracts or transactions with the company in violation of the provisions of the articles of association or without the consent of the general meeting of shareholders;
(VI) without the consent of the general meeting of shareholders, take advantage of his position to seek business opportunities that should belong to the company for himself or others, and operate businesses similar to the company for himself or for others;
(VII) accept the Commission of the transaction with the company and own it;
(VIII) disclose company secrets without authorization;
(IX) use its affiliated relationship to damage the interests of the company;
(x) other loyalty obligations stipulated in laws, administrative regulations, departmental rules and the articles of association. Article 19 If the company’s senior managers violate the above provisions, the income shall belong to the company. If they cause damage to the company, they shall be liable for compensation. If a crime is constituted, they shall be investigated for criminal responsibility according to law.
Chapter IV general manager meeting system
Article 20 the general manager’s office meeting is an operation and management meeting in which the general manager convenes other senior managers to jointly study the decision-making of major operation and management activities in the process of operation and management, so as to ensure the scientificity of decision-making and minimize the risk of operation and decision-making.
Article 21 the attendants of the general manager’s office meeting are the company’s senior managers and those who the general manager thinks should attend. They can attend the general manager’s office meeting at the request of the chairman of the board. The general manager shall preside over the general manager’s office meeting. If the general manager is unable to perform his duties for some reason, the general manager shall designate a deputy general manager to convene and preside over the meeting on his behalf.
Article 22 the general manager’s office meeting shall be held by the general manager in due time according to the work needs. If the deputy general manager and other senior managers 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. The general manager’s office is responsible for meeting affairs.
Article 23 matters to be considered at the general manager’s office meeting:
(I) business plan, investment plan, internal management organization and other matters to be prepared by the general manager in accordance with the articles of association and these rules;
(II) the board of directors decides on the proposals to be put forward by the general manager;
(III) major problems and business matters in daily operation and management;
(IV) other matters to be considered by the general manager’s office meeting.
Article 24 the general manager’s office meeting shall generally notify the participants one day before the meeting. Minutes of the general manager’s office meeting shall be made, and the senior managers attending the meeting shall sign on the minutes, which shall contain the following items:
(I) time and place of the meeting;
(II) names of participants and recorder;
(III) agenda, speeches and resolutions of the meeting;
(IV) other matters required to be recorded by the attendants.
Article 25 procedure of general manager’s office meeting:
(I) formulate topics. Matters that need to be submitted to the general manager’s office meeting for negotiation shall be submitted to the general manager’s office at least one day before the meeting. After being summarized, the general manager’s office shall report to the meeting host for approval and be included in the meeting topics. In order to ensure the quality of the meeting, pay attention to the actual effect of the meeting, strive for refinement and shortness, the meeting shall not be interspersed with temporary motions and contents unrelated to the established topics of the meeting.
(II) notice. The meeting notice includes the following contents: date, place, participants and topics of the meeting. If the attendees are unable to attend the meeting due to special reasons, they shall report to the general manager’s office at least one day before the meeting.
(III) discussion and decision-making. Each department
