Guangzhou Tech-Long Packaging Machinery Co.Ltd(002209)
General manager’s working rules
(revised in 2022)
Chapter I General Provisions
Article 1 in accordance with the requirements of modern enterprise system, in order to further improve the governance structure of Guangzhou Tech-Long Packaging Machinery Co.Ltd(002209) (hereinafter referred to as “the company”), these rules are formulated in accordance with the company law of the people’s Republic of China, the guidelines for the governance of listed companies and other laws and regulations and the relevant provisions of Guangzhou Tech-Long Packaging Machinery Co.Ltd(002209) articles of Association (hereinafter referred to as “the articles of association”).
Article 2 the company has a general manager and several deputy general managers and other senior managers. The general manager is nominated by the chairman and appointed or dismissed by the board of directors. The general manager is responsible for the daily operation and management of the company.
Article 3 the general manager of the company shall abide by the provisions of laws, regulations and the articles of association, faithfully perform his duties and safeguard the interests of the company.
Chapter II qualifications and appointment and removal procedures of the general manager
Article 4 the selection and employment of the general manager, deputy general manager and other senior managers of the company shall be conducted in an open and transparent manner.
Article 5 the general manager shall meet the following conditions:
(I) have rich economic theoretical knowledge, management knowledge and practical experience, and have 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 the production and operation business of various industries and master relevant national policies, laws and regulations;
(IV) integrity, diligence, integrity, democracy and justice;
(V) young and energetic, with a strong sense of mission and enterprising spirit.
Article 6 under any of the following circumstances, he shall not serve as the general manager of the company:
(I) persons without or with limited capacity for civil conduct;
(II) being sentenced to criminal punishment for the crimes of corruption, bribery, embezzlement of property, misappropriation of property or undermining social and economic order, and less than five years have elapsed since the expiration of the execution period, or being deprived of political rights for the crime, and less than five years have elapsed since the expiration of the execution period;
(III) having served as a director or factory director or manager of a company or enterprise that has been bankrupt or liquidated due to mismanagement and is personally responsible for the bankruptcy of the company or enterprise, and less than three years have elapsed since the completion of the bankruptcy and liquidation of the company or enterprise;
(IV) if the company’s business license is revoked for more than three years, the person who has not served as the legal representative of the company shall be held liable from the date of revocation of the company’s business license;
(V) a large amount of personal debt is not paid off when due;
(VI) the market entry prohibition measures taken by the CSRC not to serve as directors, supervisors and senior managers of listed companies have not expired;
(VII) being publicly recognized by Shenzhen Stock Exchange as unfit to serve as directors, supervisors and senior managers of listed companies, and the term has not expired;.
(VIII) other circumstances stipulated by laws and regulations and Shenzhen Stock Exchange.
If the general manager of the company has any situation in items (I) to (VI) during his term of office, the general manager shall immediately stop performing his duties and be dismissed by the company according to corresponding regulations. If the general manager of the company is under the circumstances of items (VII) and (VIII) during his term of office, the company shall remove him from his post within one month from the date of the occurrence of the fact. Unless otherwise stipulated by Shenzhen Stock Exchange.
If the company employs or appoints the general manager in violation of the above provisions, the appointment or appointment shall be invalid.
Article 7 the company shall sign employment contracts with the general manager, deputy general managers and other senior managers to clarify their rights and obligations.
Article 8 The term of office of the general manager of the company is two years, and he can be reappointed. The appointment and removal of the general manager of the company shall comply with legal procedures.
Chapter III authority of the general manager
Article 9 the general manager shall be responsible to the board of directors, preside over the daily operation and management of the company according to the authorization of the board of directors, and accept the supervision and guidance of the board of directors.
Article 10 the general manager shall 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) formulate the company’s medium and long-term development plan, major investment projects and annual production and operation plan, and submit them to the board of directors for approval;
(III) draw up the company’s annual financial budget and final settlement plan; Formulate the company’s after tax profit distribution plan, loss recovery plan and the plan for mortgage financing of the company’s assets, and submit them to the board of directors for approval;
(IV) draw up proposals for the company to increase or reduce its registered capital and issue corporate bonds, and submit them to the board of directors for approval;
(V) formulate the establishment plan of the company’s internal operation and management organization and submit it to the board of directors for approval;
(VI) formulate the company’s employee salary plan, reward and punishment plan, and annual transfer and employment plan;
(VII) draft the basic management system of the company and submit it to the board of directors for approval; Formulate specific rules and regulations of the company and supervise the implementation;
(VIII) propose to the board of directors to appoint or dismiss the deputy general manager and financial director of the company;
(IX) appoint or dismiss management personnel other than those who should be appointed or dismissed by the board of directors;
(x) decide on the employment, promotion, salary increase, reward and punishment and dismissal of the company’s employees;
（11） Examine and approve various expenses in the daily operation and management of the company;
（12） Implement the investment projects within the limit authorized by the board of directors according to the company’s investment plan determined by the board of directors;
（13） Decide on the company’s loans within the amount authorized by the board of directors according to the annual business plan, investment plan and financial budget and final settlement plan approved by the board of directors;
（14） Decide on its guarantee to subordinate enterprises within the amount authorized by the board of directors;
（15） Decide on the disposal of the company’s legal person’s property and the purchase of fixed assets within the amount authorized by the board of directors; （16） Examine and approve the company’s financial expenditure within the limit authorized by the board of directors, and implement the joint signing system for the scheduling of large amount of funds and the person in charge of finance according to the decision of the board of directors;
（17） Sign contracts and agreements on behalf of the company as authorized by the board of directors; Issue daily administrative and business documents;
（18） Non director general manager may attend the board of directors as nonvoting delegates and have the right to request reconsideration of the resolution of the board of directors once;
（19） Propose to convene an interim meeting of the board of directors;
（20） Other functions and powers authorized by the articles of association or the board of directors.
Article 11 the deputy general manager shall exercise the following functions and powers:
(I) assist the general manager and be responsible to the general manager;
(II) take charge of corresponding departments or work according to the division of labor decided by the general manager;
(III) be fully responsible for all work in charge and bear corresponding responsibilities within the scope authorized by the general manager; (IV) within the scope of work in charge, have the right to make suggestions to the general manager on the appointment and removal of personnel in key positions, organizational changes and other matters; Have the right to decide on the appointment and removal of personnel in non key positions;
(V) 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;
(VI) 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;
(VII) have the power to make suggestions to the general manager on major matters of the company;
(VIII) other matters assigned by the general manager.
Article 12 the chief financial officer shall exercise the following functions and powers:
(I) take charge of the company’s financial work, be responsible to the board of directors, and carry out daily work under the leadership of the general manager; (II) formulate the company’s financial and accounting system in accordance with laws, administrative regulations and the provisions of relevant national departments and submit it to the board of directors for approval;
(III) according to the actual situation of the company, formulate the authority provisions for the use of the company’s funds and assets and the signing of major contracts, and report to the general manager for approval;
(IV) according to the relevant provisions of the articles of association, complete the preparation of the company’s quarterly, interim and annual financial reports on time, and ensure their authenticity and reliability;
(V) be in charge of Finance and other corresponding departments or work according to the division of labor decided by the general manager, and bear corresponding responsibilities;
(VI) have the right to make suggestions to the general manager on the appointment, removal, organization change and other matters within the scope of Finance and work in charge;
(VII) review the application of business funds and expenses according to the accounting system of the company, and bear corresponding responsibilities;
(VIII) regularly and irregularly submit the company’s financial situation analysis report to the board of directors (or the professional committee authorized by the board of directors) and the general manager, and put forward corresponding solutions;
(IX) maintain the communication between the company and financial institutions to ensure the financial support required for normal operation; (x) other matters assigned by the general manager.
Chapter IV regular general manager office meeting
Article 13 the general manager of the company shall hold a regular meeting to discuss major matters related to the operation, management and development of the company, as well as matters submitted to the meeting for deliberation by all departments and subordinate companies. The meeting shall be held regularly and irregularly. The participants are the general manager, deputy general manager and other senior managers. When the Company deems it necessary, it can be extended to department managers.
Article 14 the general manager’s regular office meeting shall be held once a month, which shall be presided over by the general manager, and the members of the general manager’s office meeting and the temporary invited personnel related to the topic shall participate. Discuss and implement all resolutions of the board of directors, review all investment projects, review the proposals submitted to the board of directors by all management levels, major personnel changes, major organizational structure changes, major business decisions, discuss and analyze the implementation progress of the company’s annual business plan, arrange the main work in the next stage, the matters submitted to the meeting for deliberation by all departments or subordinate units, and other matters deemed necessary by the general manager.
Article 15 the main purposes of the general manager’s regular office meeting include:
(I) check the implementation progress of important work of the company’s operation and management;
(II) provide necessary support for the progress of paragraph (I);
(III) understand the overall situation and judge whether the recent business objectives can be achieved;
(IV) balance all business units and make necessary plan adjustments;
(V) necessary personnel changes;
(VI) highlight and guide priorities;
(VII) understand market changes and respond quickly;
(VIII) share the best practical experience;
(IX) collect data to promote the improvement of coordination, management and planning.
Article 16 the general manager may temporarily convene other special or comprehensive meetings according to work needs, and decide the date, topic, attendees, etc.
Chapter V Procedure and examination and approval authority
Article 17 within the scope of authorization of the board of directors, the general manager may examine and approve relevant matters according to the actual operation of the company. If the authorization is exceeded, it must be reported to the board of directors for examination and approval.
Article 18 personnel management authority: the job transfer, dismissal and new employees of all personnel in key positions of operation and management of the company must be reported to the general manager for approval. In addition to the personnel employed by the board of directors, the general manager has the right to adjust the management personnel of the company. The adjustment of department directors, core technicians and other particularly important personnel must be reported to the chairman for review.
Article 19 approval authority of investment funds: for investment projects approved by the board of directors and the general meeting of shareholders, the investment funds shall be paid in accordance with the contract, which shall be approved by the general manager and countersigned by the chief financial officer.
Article 20 the authority to use the company’s assets: in addition to the matters and authority decided by the board of directors, the general manager has full authority to use, and major matters must be reported to the board of directors for filing.
Article 21 approval authority for asset disposal: if the reported loss of the company’s assets is less than 1 million yuan (excluding), it shall be approved by the general manager, countersigned by the chief financial officer and reported to the board of directors for the record; The annual cumulative reported loss of more than 1 million yuan (inclusive) shall be submitted to the board of directors for approval after being reviewed by certified public accountants.
Article 22 decision making authority of major contracts:
(I) transactions with huge single transaction amount shall be approved by the general manager, and the specific amount shall be higher than 1 million yuan and lower than 5 million yuan;
(II) long term trade contract: the cumulative annual transaction volume is more than 2 million yuan and less than 10 million yuan;
(III) sales contracts with a single budget loss of more than 50000 yuan and less than 100000 yuan shall be reviewed by relevant business departments and the chief financial officer and submitted to the general manager for approval (the cumulative amount shall not be more than 500000 yuan);
(IV) investment contract, mortgage and guarantee contract: approved and signed by the board of directors or the general meeting of shareholders;
(V) asset utilization contract: it is a contract that must be approved by the board of directors or the general meeting of shareholders as specified in the articles of association, which shall be approved and signed by the board of directors or the general meeting of shareholders;
(VI) if the amount is lower than the financing contract with financial institutions that must be reviewed by the board of directors, it shall be signed by the chief financial officer; When the company’s asset liability ratio exceeds 50%, it shall be approved and signed by the general manager after being reviewed by the chief financial officer;
(VII) other contracts: those with an amount of more than 30000 yuan but less than 100000 yuan shall be signed with the approval of the general manager, and major matters shall be reported to the board of directors for filing.
Article 23 production and delivery shall be arranged in accordance with the contract. Those beyond the scope specified in the contract shall be subject to the following approval procedures:
(I) if the contract is not signed or the other party fails to perform important obligations in accordance with the contract, production will not be arranged in principle. If it is expected that the contract can be signed and the other party will perform its obligations, the arrangement of production shall be subject to the following approval procedures: if the single contract amount is less than 500000 yuan and the cumulative amount within one year is less than 3 million yuan, it shall be approved by the general manager. If the single contract amount is more than 500000 yuan or the cumulative amount within one year is more than 3 million yuan, it shall be approved by the chairman.
(II) if the other party fails to perform its important obligations in accordance with the provisions of the contract, it will not arrange delivery in principle. If it is expected that the other party will perform its obligations, the arrangement of shipment shall be subject to the following approval procedures: if the single contract amount is less than 500000 yuan and the cumulative amount within one year is less than 3 million yuan, it shall be approved by the general manager. If the single contract amount is more than 500000 yuan or the cumulative amount within one year is more than 3 million yuan, it shall be approved by the chairman.
Article 24 administrative expenses and financial expenses: the specific procedures and approval authority shall be defined by the relevant financial regulations of the company.
Article 25 approval authority for payment of goods (not under letter of credit): if a single amount exceeds 1million yuan, it shall be reviewed by the chief financial officer and reported to the general manager for approval.
Article 26 other approval authorities of the general manager:
(I) approval of all funds in the annual budget;
(II) short term investment within the budget;
(III) all litigation, arbitration and corresponding payments with an amount of more than 500000 yuan shall be reported to the board of directors for filing. Chapter VI reporting system
Article 27 the general manager shall, in accordance with the board of directors
