Hc Semitek Corporation(300323)
Working rules of the president
Chapter I General Provisions
Article 1 in accordance with the requirements of modern enterprise system, in order to further improve the governance structure of Hc Semitek Corporation(300323) (hereinafter referred to as “the company”), clarify the responsibilities and authorities of the company’s management, and standardize the internal organization and operation procedures of the management, in accordance with the company law of the people’s Republic of China (hereinafter referred to as “the company law”), the governance standards of listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange These working rules are formulated in accordance with the guidelines for self-regulation of listed companies of Shenzhen Stock Exchange No. 2 – creating standardized operation, the articles of association of Hc Semitek Corporation(300323) company (hereinafter referred to as the “articles of association”) and other relevant provisions.
Chapter II qualification and appointment and removal procedures of the president
Article 2 qualification of President:
(I) have relatively rich economic theory knowledge, management knowledge and strong operation and management ability;
(II) have the ability to mobilize the enthusiasm of employees, establish a reasonable organization, 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 proficient in this bank, be familiar with production and operation business, be familiar with relevant national policies, laws and regulations, and have certain financial and accounting knowledge and tax knowledge;
(IV) integrity, diligence, integrity, democracy and justice;
(V) young and energetic, with a strong sense of mission and enterprising spirit.
Article 3 under any of the following circumstances, he shall not serve as the president of the company:
(I) no or limited capacity for civil conduct;
(II) being sentenced to criminal punishment for corruption, bribery, embezzlement of property, misappropriation of property or undermining the order of the socialist market economy, and less than 5 years have elapsed since the expiration of the execution period, or being deprived of political rights due to a crime, and less than 5 years have elapsed since the expiration of the execution period;
(III) being a director, 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 3 years have elapsed since the completion of the bankruptcy liquidation of the company or enterprise;
(IV) acting 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 being personally responsible, less than 3 years have elapsed since the date of revocation of the business license of the company or enterprise;
(V) a relatively large amount of outstanding personal debts;
(VI) being banned from entering the securities market by the China Securities Regulatory Commission before the expiration of the time limit;
(VII) other circumstances stipulated by laws, administrative regulations, departmental rules or the board of directors of the company.
If the president is appointed or employed in violation of the above provisions, the appointment or employment shall be invalid.
The above situations are applicable to other senior managers of the company. The appointment of senior managers who violate the provisions of this article shall be invalid. The company shall remove the senior management from his post in case of any situation under this article during his term of office.
Article 4 the company has a president with a term of office of 3 years, who can be reappointed; The company may set up several vice presidents according to the needs of operation and management. The president, vice president, chief financial officer and Secretary of the board of directors of the company, as senior managers of the company, shall be appointed or dismissed by the board of directors.
Article 5 the appointment procedures of the president, vice president and chief financial officer of the company shall adopt the following methods:
(I) the President shall be nominated by the board of directors or the chairman of the board of directors and appointed by the board of directors after being submitted to the board of directors for deliberation and decision; (II) the vice president and the chief financial officer shall be nominated by the chairman or the president, submitted to the board of directors for deliberation and decision, and then appointed by the board of directors.
Article 6 the company dismisses the president, vice president and chief financial officer in the following ways:
(I) when dismissing the president of the company, the chairman of the company shall put forward the intention and reasons for dismissing the president and submit them to the board of directors for deliberation and decision;
(II) when dismissing the vice president and chief financial officer of the company, the chairman or President shall put forward the intention and reasons for dismissing and submit them to the board of directors for deliberation and decision.
Article 7 the president and other senior managers of the company must be full-time, and shall not hold other positions except directors and supervisors in the controlling shareholders, actual controllers and other enterprises controlled by them, and shall not receive salaries in the controlling shareholders, actual controllers and other enterprises controlled by them.
Chapter III authority and responsibilities of the president
Article 8 the president of the company shall be responsible for presiding over the overall work of the company, and other senior managers shall assist the president in his work, and perform their duties according to the arrangement of the president.
When the president of the company is unable to perform his duties for some reason, he has the right to appoint a vice president to act on his behalf.
Article 9 the President shall exercise the following functions and powers:
(I) take charge of the company’s production, operation and management, and be responsible for the company’s daily administrative and business activities;
(II) organize the implementation of the resolutions of the board of directors and report to the board of directors;
(III) draw up the company’s annual production and operation plan, submit it to the chairman or the board of directors or the general meeting of shareholders for approval, and be responsible for organizing the implementation;
(IV) organize the implementation of the company’s investment plan;
(V) draw up the establishment plan of the company’s internal management organization;
(VI) formulate the basic management system of the company and formulate the specific rules of the company;
(VII) propose to the board of directors to appoint or dismiss the company’s vice president and chief financial officer;
(VIII) decide on the appointment or dismissal of management personnel other than those who should be appointed or dismissed by the board of directors;
(IX) formulate the salary, welfare, reward and punishment system of the company’s employees, and decide on the employment and dismissal of the company’s employees; (x) convene and preside over senior management meetings;
（11） Be responsible for handling major emergencies of the company;
（12） Examine and approve various expenses in the daily operation and management of the company;
（13） According to the authority of the detailed rules and the authorization of the board of directors or the chairman, organize the president’s office to review relevant foreign investment, acquisition and sale of assets, asset mortgage, entrusted financial management and related party transactions;
（14） Other functions and powers authorized by the articles of association and the board of directors and the chairman of the board of directors.
Article 10 the President shall perform the following duties:
(I) the President shall be responsible to the board of directors and act in good faith, diligence, professionalism and impartiality;
(II) abide by national laws, regulations and the articles of Association;
(III) implement the resolutions of the board of directors;
(IV) achieve the predetermined operation and management objectives and indicators;
(V) report to the chairman and the board of directors regularly or irregularly; Accept the inquiry and supervision of the board of supervisors; (VI) pay attention to the analysis and research of market information, organize the research and development of new projects and products, and enhance the market adaptability and competitiveness of enterprises;
(VII) organize the implementation of total quality management system, produce products and provide services according to international standards;
(VIII) take practical and effective measures to promote the technological progress and modern management of the company, improve economic benefits and enhance the ability of self transformation and self-development of the enterprise;
(IX) attach great importance to work safety, environmental protection, fire control and energy conservation.
Article 11 the President shall, according to the requirements of the board of directors, report to the board of directors or the chairman of the board of directors on the signing and implementation of major contracts, capital utilization, profits and losses of the company, and ensure the authenticity of the report.
Article 12 on the basis of improving economic benefits, the President 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, strive to improve the material living conditions of employees, care about the physical and mental health of employees, and fully mobilize the enthusiasm and creativity of employees.
Article 13 the President shall abide by the provisions of laws, administrative regulations and the articles of association, and bear the following Loyalty Obligations to the company:
(I) shall not take advantage of his power to accept bribes or other illegal income, and shall not encroach on the company’s property;
(II) not misappropriate the company’s funds;
(III) 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; (IV) the company 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;
(V) not 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;
(VI) without the consent of the general meeting of shareholders, it is not allowed to 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) shall not accept the Commission of trading with the company as his own;
(VIII) not disclose company secrets without authorization;
(IX) it shall not 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.
The income obtained by the president in violation of this article shall belong to the company; If losses are caused to the company, the company has the right to claim compensation and investigate corresponding legal liabilities.
Chapter IV responsibilities of other senior managers
Article 14 main functions and powers of the vice president:
(I) assist the president, be responsible for the work within the scope of responsibilities and be responsible to the president;
(II) have the right to hold business coordination meetings within the scope of work, and report the results of the meetings to the president;
(III) accept the entrustment of the president or act on behalf of the president according to the resolution of the board of directors;
(IV) other functions and powers authorized by the president.
Article 15 main functions and powers of the chief financial officer:
(I) be in charge of the company’s financial work and be responsible to the president;
(II) organize the formulation of the company’s financial management system in accordance with laws and administrative regulations;
(III) organize the formulation of the company’s financing plan, fund use plan and expense budget plan;
(IV) be responsible for reviewing the financial reports of the company and its subordinate units, completing the preparation of the company’s regular financial reports on time and ensuring their authenticity;
(V) be responsible for the accounting of the company’s production and operation costs, review and supervise the use of the company’s funds;
(VI) irregularly submit the company’s financial analysis report to the president and put forward suggestions on production and operation management;
(VII) participate in the feasibility demonstration of investment projects and be responsible for the review of project funds;
(VIII) review the use of business funds and expenses in accordance with the company’s management regulations;
(IX) organize the formulation of the company’s profit distribution plan and the plan for converting capital reserve into share capital;
(x) actively cooperate with the Secretary of the board of directors of the company in relevant information communication;
（11） Be responsible for the credit granting, underwriting and credit work of financial institutions to the company.
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 shareholder or the actual controller. If he receives an instruction from the controlling shareholder, the actual controller and their affiliates to occupy or transfer funds, assets or other resources that encroach on the interests of the company, he shall clearly reject it and report to the board of directors in a timely manner.
Chapter V president and working procedures
Article 16 working organization of the president:
(I) according to the work needs and the resolutions of the board of directors, the company shall set up personnel, finance, President’s office and other departments to be responsible for all management work.
(II) according to the needs of the company’s production and operation management, the company can set up corresponding business management department to be responsible for the company’s production and operation management.
Article 17 daily operation and management procedures
(I) working procedures of investment projects
The president presides over the implementation of the enterprise’s investment plan. After the investment project is approved by the chairman or the board of directors or the general meeting of shareholders, the President shall determine the project executor and project supervisor to implement and track and inspect the implementation of the project; The President shall report the progress of major projects to the chairman or the board of directors in time.
(II) personnel management procedures
When the president nominates the vice president and chief financial officer, the personnel department shall assess them in advance, solicit the opinions of relevant parties, and submit them to the board of directors for deliberation and decision; When the president appoints or dismisses the person in charge of the company’s Department, the personnel department shall assess in advance and consult the chairman and management before appointing or dismissing.
(III) financial management procedures
According to the resolution of the board of directors, the joint signature system of chairman, President and chief financial officer shall be implemented for large amount of expenditure. The report shall be submitted by the undertaking department, approved by the vice president in charge, reviewed by the finance department and approved by the president. The daily expenses shall be reviewed by the user department based on the principle of reducing expenses and strict management, and approved by the president or the deputy general manager entrusted by the president according to the authority.
(IV) for other important work of the company, specific work procedures shall be formulated according to the actual situation.
Chapter VI president’s office meeting
Article 18 the company implements the president’s office meeting system.
The president regularly presides over the president’s office meeting to study and decide on major issues in the company’s production, operation, finance and management. The president’s office meeting refers to the operation and management meeting in which the president convenes other senior managers to jointly study the decision-making matters of major operation and management activities in the process of operation and management, so as to ensure the scientificity, correctness and rationality of the decision-making, minimize the risk of operation and decision-making, and discuss the major matters related to the operation and management of the company, as well as the matters submitted for deliberation by various departments, subordinates and holding enterprises.
Article 19 the President shall preside over the president’s office meeting. Under special circumstances, the president may entrust the vice president to preside over it. The president, vice president and other senior managers attended the president’s office meeting; Other personnel can attend the meeting with the approval of the president according to work needs.
The president may invite the company’s directors, supervisors and Secretary of the board of directors to attend the meeting as nonvoting delegates when he deems it necessary.
Article 20 the president’s office meeting is divided into two forms: regular meeting and temporary meeting. In principle, the regular meeting is held once a month. If the attendees cannot attend the president’s office meeting for some reason, they shall ask the president or the vice president presiding over the meeting for leave.
The president’s office meeting can be held in the form of centralized meeting, writing, telephone, fax or communication according to the actual situation.
Article 21 the president’s office meeting shall be decided by the president as necessary. Under any of the following circumstances, the president’s office meeting shall be held immediately:
(I) when proposed by the chairman;
(II) when the president deems it necessary;
(III) there are important business matters that must be decided immediately;
(IV) when there is an emergency.
Article 22 the decision-making procedure of the president’s office meeting is the president responsibility system, and the topics to be considered shall be fully discussed at the meeting
