Yifan Pharmaceutical Co.Ltd(002019) YIFAN PHARMACEUTICAL CO.,LTD.
Working rules of the president
(revised in April 2002)
Chapter I General Provisions
Article 1 in order to promote the institutionalization, standardization and scientization of the operation and management of Yifan Pharmaceutical Co.Ltd(002019) (hereinafter referred to as “the company”), ensure the correctness and rationality of the company’s major business decisions, and improve the level of democratic and scientific decision-making, in accordance with the company law, the securities law, the measures for the administration of information disclosure of listed companies, the Listing Rules of Shenzhen Stock Exchange The working rules are formulated in accordance with the provisions of the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and the articles of association.
Article 2 the president of the company shall abide by the provisions of laws, administrative regulations and the articles of association, and perform the obligations of integrity and diligence.
The senior management team represented by the president of the company is responsible for the daily operation and management of the company, and is responsible for and reports to the board of directors of the company.
The senior managers shall take the interests of the company as the starting point and exercise their rights carefully, seriously and diligently to ensure that:
1. Exercise functions and powers in accordance with laws and regulations, the provisions of the articles of association and the authorization of the board of directors;
2. Be responsible to the board of directors of the company in good faith;
3. Implement the resolutions of the general meeting of shareholders and the board of directors of the company;
4. Accept the supervision of the board of directors and the board of supervisors on their performance of duties and earnestly perform their duties.
Article 3 these rules are binding on all senior managers and relevant personnel of the company.
Article 4 the holding subsidiaries of the company may be implemented with reference to these rules.
Chapter II composition and employment of senior managers
Article 5 the company’s senior managers include the president, vice president, chief financial officer, Secretary of the board of directors, etc.
Article 6 the board of directors shall appoint or dismiss a president. The vice president and chief financial officer of the company are nominated by the president, appointed or dismissed by the board of directors, and the vice president and chief financial officer are responsible to the president.
Article 7 under any of the following circumstances, he shall not serve as the president, vice president or chief financial officer of the company:
(I) no or limited capacity for civil conduct;
(II) being sentenced to criminal punishment for corruption, bribery, misappropriation of property, misappropriation of property or sabotage of the order of the socialist market economy, and less than 5 years have elapsed since the expiration of the period of execution, or being deprived of political rights due to a crime, and less than 5 years have elapsed since the expiration of the period of execution;
(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) 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 3 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) less than two years after being publicly recognized by the stock exchange as unfit to serve as senior managers of listed companies; (VIII) other cases of punishment and punishment by the CSRC and the stock exchange in the past three years;
(IX) other contents stipulated by laws, administrative regulations or departmental rules.
Article 8 the appointment and removal of senior managers shall be in strict accordance with relevant laws, regulations and the articles of association, and perform corresponding legal procedures. The company shall not interfere with the normal selection procedures of senior management personnel and individuals.
Article 9 the company shall sign an employment contract with senior managers to clarify the rights and obligations of both parties.
Article 10 the term of office of senior managers is three years, and they can be re appointed.
Article 11 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 articles of association and the labor contract signed between senior managers and the company.
Chapter III responsibilities and division of labor of the president
Article 12 the President shall be responsible for presiding over the overall work of the company, and other personnel shall assist the president in his work, divide responsibilities and perform their respective duties.
Article 13 the President shall be responsible to the board of directors and exercise the following functions and powers:
(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 company’s vice president and chief financial officer;
(VII) decide on the appointment or dismissal of management personnel other than those who should be decided by the board of directors;
(VIII) other functions and powers authorized by the articles of association or the board of directors.
Article 14 the Vice President shall perform the following duties:
(I) the executive president decides to assist the president in his work;
(II) decide and organize the implementation of the annual and quarterly plans of the industry in charge, and be responsible for the decomposition, implementation, tracking and assessment of the objectives of the production and operation plans of the industry in charge;
(III) organize the formulation of the organization setting plan of the industry in charge and its affiliated enterprises, and the plan of fixed posts, fixed personnel and fixed responsibilities; (IV) organize the formulation of specific management rules of the company;
(V) organize the formulation of the employment plan of the industry in charge;
(VI) guide and inspect the signing and implementation of important economic contracts in the industry in charge;
(VII) organize the formulation of the development plan and implementation plan of the industry in charge;
(VIII) organize the market development of products in charge of the industry, and implement the development of new products and the promotion of new technologies and processes;
(IX) be responsible for the asset management of the industry in charge;
(x) other functions and powers authorized by the president.
Article 15 the chief financial officer of the company shall perform the following duties:
(I) the executive president decides to assist the president in his work;
(II) organize the formulation of the company’s financial management system and review the financial rules of subordinate companies;
(III) be responsible for the company’s accounting and organizing cost management;
(IV) draw up the company’s financial budget and final settlement plan;
(V) organize the implementation of financial control system, conduct financial analysis and control financial risks;
(VI) be responsible for the fund management of the company, draw up the fund plan, control the fund flow, balance the fund demand and establish the financing channel;
(VII) draw up plans for the establishment of financial and accounting institutions and personnel of subordinate companies;
(VIII) guide and train accounting personnel;
(IX) report the company’s major financial situation and abnormal financial fluctuations to the president in time;
Article 16 the president and other senior managers of the company shall abide by the articles of association, faithfully perform their duties, safeguard the interests of the company, and ensure:
(I) exercise their rights within the scope of their duties and shall not exceed their authority;
(II) the business activities of the company comply with the requirements of national laws, administrative regulations and various national economic policies, and the business activities do not exceed the business scope specified in the business license;
(III) no contract or transaction shall be concluded with the company except as stipulated in the articles of association or approved by the board of directors with knowledge;
(IV) do not use inside information to seek benefits for yourself or others;
(V) it is not allowed to operate the same business as the company on its own or for others, or engage in activities detrimental to the interests of the company;
(VI) it is not allowed to take advantage of its authority to accept bribes or other illegal income, or occupy the company’s property;
(VII) not misappropriate funds or lend the company’s funds to others;
(VIII) do not take advantage of his position to occupy or accept business opportunities that should belong to the company for himself or others;
(IX) the company’s assets shall not be deposited in an account opened in its own name or in the name of other individuals;
(x) the company’s assets shall not be used for the positions of shareholders or other individuals of the company;
（11） Shall not disclose confidential information related to the company obtained during his tenure; Except for disclosing the information to the court or other competent government authorities when required by law or the public interest;
（12） It shall sign written confirmation opinions on the company’s securities issuance documents and periodic reports to ensure the authenticity, accuracy and integrity of the information disclosed by the company. If it is impossible to ensure the authenticity, accuracy and integrity of the contents of the securities issuance documents and periodic reports or there are objections, it shall express its opinions and state the reasons in the written confirmation opinions; （13） It shall truthfully provide the board of supervisors with relevant information and materials, and shall not hinder the board of supervisors or supervisors from exercising their functions and powers;
（14） Other duties of diligence stipulated in laws, administrative regulations, departmental rules and the articles of association.
Article 17 the senior managers of the company shall implement an effective avoidance system, actively disclose the related party transactions involving themselves and submit them to the chairman, the board of directors or the general meeting of shareholders for approval.
Article 18 when the company’s senior managers and their parents, spouses and children hold shares (equity) in the company or its affiliated enterprises, they shall truthfully report the holding and subsequent changes to the board of directors.
Chapter IV working organization and working procedures of the president
Section I working organization of the president
Article 19 the senior management team consists of human administration department, financial management department, engineering management department, information management department, investment legal department, Yifan API business department, Yifan traditional Chinese medicine business department, Yifan small molecule business department, Yifan macromolecule business department, Yifan international business department, Yifan innovation (R & D) business Department, etc. to be responsible for the daily management and production and operation management of the company.
Section II president’s office meeting system
Article 20 when exercising the functions and powers described in Chapter III of these rules, the president may discuss and study in the form of president’s office meeting. The office meeting mainly studies and solves the following problems:
（1） Formulate the company’s medium and long-term development plan, major investment projects and annual production and operation plan; （2） Draw up the company’s annual financial budget and final account plan; Formulate the company’s after tax profit distribution plan, loss recovery plan, etc;
（3） Formulate proposals for the company to increase or reduce its registered capital and issue shares and bonds of the company;
（4） Draw up the establishment plan of the company’s internal operation and management organization;
（5） Draw up the company’s employee salary and reward and punishment plan, and draw up the annual employment plan;
（6） Formulate the basic management system and specific rules of the company;
（7） Study and formulate the company’s operation and management implementation plan according to the resolutions of the board of directors;
（8） According to the annual production plan, investment plan and financial budget and final settlement plan approved by the board of directors, study the specific implementation plan within the quota plan authorized by the board of directors;
（9） Study and implement specific treatment plans within the investment and decision-making authority authorized by the board of directors;
（10） Study and decide on the appointment and removal of middle-level managers in all departments of the company; Study and decide the employment, promotion, salary increase, reward and punishment and dismissal of the company’s employees;
（11） Other topics that need to be submitted to the president’s office meeting for discussion.
Article 21 the President shall preside over the president’s office meeting. If the president is unable to attend the meeting for some reason, the President shall designate a vice president to convene and preside over the meeting on his behalf.
Article 22 the president’s office meeting is divided into regular meeting and temporary meeting; The regular meeting is held in the middle and early ten days of each month; An interim meeting may be called by notice at any time.
Article 23 the president’s office meeting shall be attended by the company’s senior managers, and other relevant personnel may be notified to attend as needed.
Article 24 the president’s office meeting shall study and decide on the wages, welfare, safe production and labor of employees
When the protection, labor insurance, dismissal (or dismissal) of the company’s employees involve the vital interests of the employees, the opinions of the trade union and the workers’ Congress shall be listened to in advance.
Article 25 the President shall put forward the leading decision-making opinions at the president’s office meeting, and the President shall fully listen to the opinions of other participants before making decisions.
Article 26 after the president’s office meeting makes a decision, the matters that need to be submitted to the board of directors for deliberation shall be submitted by the president to the board of directors for deliberation. Matters within the scope of the president’s authority shall be specifically implemented by the president or other senior managers designated by the president.
Article 27 If there are major differences on the matters discussed at the president’s office meeting, the president is obliged to report the matter to the chairman and propose to convene a meeting of the board of directors to study and decide according to the situation.
Article 28 the president’s office is responsible for collecting the meeting topics of the president’s office, notifying the meeting, undertaking the meeting affairs and meeting minutes, sorting out the meeting minutes, etc.
After the agenda and scope of attendance of the president’s office meeting are approved by the president, all participants shall be notified in writing, telephone or e-mail one day before the meeting.
The company’s subsidiaries, departments or personnel shall report the topics to be discussed at the president’s office meeting before the meeting, and the president’s office shall make arrangements after asking the president for instructions. In order to ensure the quality of the meeting and pay attention to the effectiveness of the meeting, the meeting is generally not interspersed with temporary proposals and contents unrelated to the established topics of the meeting. The discussion materials of important topics must be delivered to the participants for reference at least one day in advance.
Article 29 the decisions of the president’s office meeting shall be made in the form of meeting minutes or resolutions, which shall be organized and implemented by the specific person in charge or department after being signed by the president or vice president presiding over the meeting. The contents of the meeting minutes mainly include: meeting name, meeting time, meeting place, participants, meeting agenda, key points of speech and decisions.
The meeting minutes shall be examined and approved by the meeting host and decide whether to issue and the scope of distribution. The minutes of the meeting shall be filed by the office of the company. For documents that need to be kept confidential, the confidentiality level shall be indicated.
Section III working procedures of the president
Article 30 working procedures for investment projects: the president presides over the implementation of the company’s investment plan. According to the company’s investment project management regulations, when determining the investment project, the company’s investment and development department will submit the project feasibility report and relevant materials to the president’s office meeting for deliberation. For projects within the decision-making scope of the president’s office meeting, the president’s office meeting will approve the implementation; Projects within the decision-making scope of the board of directors shall be approved by the president’s office meeting and then reported to the board of directors for approval and implementation; Resolution of the board of directors
