Guangdong Ellington Electronics Technology Co.Ltd(603328)
General manager’s working rules
catalogue
Chapter I General Provisions Chapter II manager organization Chapter III functions and powers of manager organization Chapter IV responsibilities and obligations of general manager Chapter V general manager office meeting Chapter VI reporting system Chapter VII supplementary provisions
Chapter I General Provisions
Article 1 in order to improve the management efficiency and scientific management level of the company, these detailed rules are formulated in accordance with the company law, the guidelines for the governance of listed companies and other laws and regulations and the relevant provisions of the articles of association. Article 2 the detailed rules stipulate the duties and authorities of the general manager of the company and the main management functions of other responsible management personnel of the company. Article 3 the general manager and other responsible management personnel of the company shall not only exercise their powers in accordance with the provisions of the articles of association, but also exercise their management powers and assume management responsibilities in accordance with the provisions of these rules. Article 4 the selection and employment of the general manager and other responsible management personnel of the company shall be conducted in an open and transparent manner.
Chapter II Management Organization
Article 5 according to the needs of production and operation development, the company sets up a manager organization composed of general manager, deputy general manager, financial director and other management personnel to be responsible for the daily production and operation management of the company. Article 6 the general manager of the company shall be appointed or dismissed by the board of directors, and the deputy general manager, financial director and other senior managers shall be nominated by the general manager and appointed or dismissed by the board of directors.
The general manager of the company has the right to decide on the appointment or dismissal of other responsible management personnel other than those who should be decided by the board of directors.
A director may be employed concurrently as the general manager, deputy general manager or other senior managers, but the number of directors concurrently serving as the general manager, deputy general manager or other senior managers shall not exceed one-half of the total number of directors of the company. Article 7 the company shall sign employment contracts with the general manager and other members of the management organization to clarify their rights and obligations. Article 8 the general manager and other members of the management organization may be reappointed. Article 9 during his term of office, the general manager may submit his resignation to the board of directors, but he shall submit his resignation report to the board of directors one month ago and leave his post after being approved by the board of directors. Article 10 if the deputy general manager, financial principal and other senior managers resign, they shall submit a resignation report to the general manager, which shall be approved by the general manager and then submitted to the board of directors for approval.
The general manager has the right to decide on the resignation of other responsible management personnel employed. The resignation report shall be submitted to the general manager, and the resignation can be carried out only with the consent of the general manager. Article 11 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 become the general manager of the company or other members of the management organization.
Chapter III functions and powers of the management organization
Article 12 the general manager shall be responsible to the board of directors, preside over the daily operation and management of the company, and accept the supervision and guidance of the board of supervisors. Article 13 functions and powers of the general manager: (I) preside over the production, operation and management of the company, organize the implementation of the resolutions of the board of directors, and report to 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 deputy general manager and the person in charge of finance; (VII) decide on the appointment or dismissal of management personnel other than those who should be appointed or dismissed by the board of directors (except the Secretary of the board of directors); (VIII) formulate the salary, welfare, reward and punishment plan and employment plan of the company’s employees; (IX) examine and approve various financial expenditures related to the daily operation of the company; (x) the general manager can make decisions on the purchase and sale of major assets and investment projects (including but not limited to equity investment, project investment, venture capital, mergers and acquisitions) related to the company’s main business within one year, which are less than 10% of the company’s latest audited total assets. (the purchase and sale of major assets and investment projects beyond the above scope shall be reported to the board of directors and the general meeting of shareholders for deliberation and approval. If the investment matters within the above scope but required to be reported to the board of directors and the general meeting of shareholders for approval by laws and regulations shall be reported to the board of directors and the general meeting of shareholders for approval.) （11） Sign various purchase and sales contracts related to the daily operation of the company on behalf of the company; （12） Issue daily administrative and business documents; （13） Propose to convene the board of directors; （14） Other functions and powers authorized by the board of directors. Article 14 the deputy general manager shall report to the general manager and be responsible for the work under the leadership of the general manager in accordance with the spirit of the resolutions of the board of directors and the office meeting of the general manager and the work arrangement of the general manager. Article 15 the person in charge of Finance shall assist the general manager to be responsible for the company’s fund-raising and fund utilization, formulate the company’s basic financial management system, and be responsible for the management of the company’s budget and final accounts. Article 16 other responsible management personnel of the management organization shall be responsible to the general manager and assist the general manager in the daily production, operation and management of the company. Article 17 the general manager shall pay attention to the salary, welfare, safety production, labor protection, labor insurance, dismissal or dismissal of employees and other issues related to the vital interests of employees.
Chapter IV responsibilities and obligations of the general manager
Article 18 the general manager shall safeguard the interests of the company and correctly handle the interest relationship between the company and its shareholders, employees and creditors. Article 19 the general manager shall abide by laws, administrative regulations and the articles of association, and bear the obligations of loyalty and diligence to the company. Article 20 the general manager shall not take advantage of his power to accept bribes or other illegal income, and shall not misappropriate the company’s property. Article 21 the general manager shall not commit the following acts: (I) misappropriating the company’s funds; (II) deposit the company’s funds in an account opened in his own name or in the name of other individuals; (III) 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 shareholders’ meeting, the shareholders’ meeting or the board of directors; (IV) entering into contracts or transactions with the company in violation of the provisions of the articles of association or without the consent of the shareholders’ meeting and the shareholders’ meeting;
(V) without the consent of the shareholders’ meeting or the shareholders’ meeting, take advantage of his position to seek business opportunities belonging to the company for himself or others, and operate the same business as the company he works for himself or for others; (VI) accept the Commission of other people’s transactions with the company as their own; (VII) violating the company’s information confidentiality and disclosure system; (VIII) other acts violating the duty of loyalty to the company.
The income obtained by the general manager in violation of the provisions of the preceding paragraph shall belong to the company. Article 22 the general manager shall prudently perform his duties within the scope of authority stipulated by laws, administrative regulations and the articles of association and within the scope of authorization of the board of directors. Article 23 If the general meeting of shareholders requires the general manager to attend the meeting as a nonvoting delegate, the general manager shall attend the meeting as a nonvoting delegate and accept the inquiries of shareholders. Article 24 other members of the management organization shall actively, actively and effectively exercise the functions and powers entrusted by the general manager and bear the main responsibility for the work in charge. The responsibilities and obligations of the general manager in these rules are applicable to other members of the management organization.
Chapter V general manager office meeting
Article 25 the general manager’s daily work form is the general manager’s office meeting, which is attended by the general manager, deputy general managers, financial principals, other responsible management personnel and heads of relevant departments, and other personnel can be invited to attend as needed. Article 26 the Secretary of the board of directors of the company may attend the general manager’s office meeting as a nonvoting delegate to understand the production and operation of the company, but shall not participate in the decision-making procedures of the general manager’s office meeting. Article 27 the general manager’s office will handle the daily production, operation and management of the company, formulate work plans and ensure the smooth completion of production and operation objectives. Article 28 the general manager’s office meeting shall have clear discussion contents and topics, and the items discussed by the general manager’s office meeting shall be within the scope of the general manager’s authority and the authorization of the board of directors. Article 29 the content, time, place and participants of the general manager’s office meeting shall be decided by the general manager. Article 30 the office of the general manager shall be held irregularly according to the needs of the work. The general manager may convene an office meeting of the general manager at any time when he deems it necessary. Article 31 when making decisions on the following matters, the general manager shall convene an office meeting of the general manager: (I) implement the resolutions of the board of directors; (II) implement the company’s annual business plan and the company’s investment plan;
(III) decide on the internal management organization setting plan and the company’s basic management system submitted to the board of directors for deliberation; (IV) determine the rules and regulations of each specific department of the company; (V) decide to propose to the board of directors the appointment and removal of the deputy general manager and the person in charge of finance; (VI) decide on the appointment and removal of other responsible management personnel other than those appointed and removed by the board of directors; (VII) determine the salary, welfare, bonus, reward and punishment of the company’s employees other than those determined by the board of directors; (VIII) decide to propose to convene an interim meeting of the board of directors; (IX) other matters that the general manager believes need to be discussed and decided at the general manager’s office meeting in the implementation of the resolutions of the board of directors and daily operation and management. Article 32 the personnel and Administration Department of the company shall notify all participants of the general manager’s office meeting at least one day in advance. The meeting notice shall include: meeting time and place, participants, meeting topics, date of notice, etc. Article 33 the meeting shall be presided over by the general manager. If the general manager is unable to preside over the meeting, the deputy general manager shall preside over the meeting. If neither the general manager nor the deputy general manager can preside over the meeting, the general manager shall designate a senior manager to preside over the meeting on his behalf. Article 34 the general manager shall make the final decision after the meeting contents of the general manager’s office meeting are fully discussed by the participants. Article 35 the general manager’s office meeting shall have meeting minutes, which shall include the following contents:
(I) the date and place of the meeting and the name of the convener (Moderator);
(II) names of persons who should attend and actually attend the meeting;
(III) agenda and discussion contents of the meeting;
(IV) key points of participants’ speeches;
(V) resolutions formed at the meeting;
(VI) signature of general manager and recorder.
All participants shall sign the minutes of the meeting. Article 36 the minutes of the meeting shall be kept as the archives of the company, and the retention period shall not be less than 10 years.
Chapter VI reporting system
Article 37 the company’s business activities implement a major event reporting system.
The deputy general manager shall report or make suggestions to the general manager on the company’s matters related to division of labor management.
The general manager and deputy general manager shall timely listen to the reports and suggestions of the managers or principals of each department.
Article 38 the general manager shall report to the board of directors on the operation of the company at the annual board of directors. Article 39 in the process of implementing the resolutions of the board of directors and the general meeting of shareholders, if the situation changes significantly and the company’s interests will be affected if the original plan is not changed, the general manager can make necessary modification decisions in time when it is too late to convene the board of directors, but shall report to the board of directors and the board of supervisors afterwards. Article 40 in case of any of the following events, the general manager shall report to the board of directors and the board of supervisors in time: (I) the company has major litigation, arbitration, administrative punishment and other similar events; (II) in the process of the company’s production and operation, the use of assets may lead to litigation or arbitration; (III) major abnormal adverse changes in the company’s financial situation; (IV) in case of major adverse changes in national industrial policies, financial policies, macroeconomic policies and market conditions in the production and operation of the company, or in case of force majeure; (V) other matters that the general manager deems necessary to report to the board of directors and the board of supervisors.
Chapter VII supplementary provisions
Article 41 the scope of the company’s senior managers referred to in these Rules shall be determined in accordance with the articles of association, including the company’s general manager, deputy general manager, person in charge of Finance and personnel determined by the board of directors. These rules are not applicable to the Secretary of the board of directors, and the company shall formulate a separate system for the Secretary of the board of directors. The term “other responsible managers” as mentioned in these Rules refers to the general manager of the company who has the right to decide on the appointment or dismissal of other managers other than those who should be decided by the board of directors. Article 42 the detailed rules shall come into force after being submitted to the board of directors for approval, and the board of directors of the company shall be responsible for interpretation and revision Guangdong Ellington Electronics Technology Co.Ltd(603328) April 2022
