Keeson Technology Corporation Limited(603610)
General manager’s working rules
Chapter I General Provisions
Article 1 in order to improve the corporate governance structure of Keeson Technology Corporation Limited(603610) (hereinafter referred to as “the company”), ensure the standardized operation of the general manager and senior management of the company, improve work efficiency and ensure the general manager to effectively exercise his functions and powers, these rules are hereby formulated in accordance with the articles of association.
Article 2 the company shall set up a general manager according to law. The general manager shall be nominated by the chairman of the company and appointed or dismissed after being approved by the board of directors. The general manager presides over the daily business activities and management of the company, is responsible for organizing the implementation of the resolutions of the board of directors and is responsible to the board of directors.
The company may have several deputy general managers who shall be appointed or dismissed by the board of directors.
The general manager, deputy general manager, chief financial officer and Secretary of the board of directors of the company are senior managers of the company. Article 3 under the circumstances specified in Article 146 of the company law of the people’s Republic of China and those who have not been released from the market ban determined by the CSRC, they shall not serve as the general manager, deputy general manager, chief financial officer and Secretary of the board of directors of the company.
Article 4 the term of office of the general manager is three years, and the general manager can be reappointed.
Chapter II responsibilities, authorities and obligations of the general manager
Article 5 in accordance with the articles of association, 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) organize the implementation of the company’s annual plan and investment plan;
(III) draw up the establishment plan of the company’s internal management organization;
(IV) draft the basic management system of the company;
(V) formulate specific rules of the company;
(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 wages, benefits, rewards and punishments of the company’s employees, and decide on the employment and dismissal of the company’s employees; (IX) propose to convene an interim meeting of the board of directors;
(x) sign written confirmation opinions on securities issuance documents and periodic reports; It shall ensure that the company discloses information in a timely and fair manner, and the disclosed information is true, accurate and complete; If it is impossible to guarantee the authenticity, accuracy and completeness 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, and the company shall disclose them. If the company does not disclose, the general manager may directly apply for disclosure. （11） Other functions and powers authorized by the articles of association or the board of directors.
Article 6 according to the authorization of the board of directors, the general manager has the right to decide the following matters:
(I) approve the purchase of fixed assets through non related party transactions with a single and cumulative amount not exceeding 10% of the latest audited net assets of the company;
(II) decide on the company’s foreign investment within the scope authorized by the board of directors;
(III) after the annual budget of the company is approved by the board of directors, the general manager shall organize the implementation according to the authorized amount; The general manager has the right to examine and approve the extra budgetary expenses within the scope of authority of fund management examination and approval.
(IV) the general manager has no right to decide any external guarantee.
Article 7 the general manager shall abide by the following reporting system to the board of directors:
(I) report the major events of the company’s administration and business to the board of directors in time, and report to the board of directors at least once every half a year through the meeting of the board of directors or other forms;
(II) according to the requirements of the board of directors or the board of supervisors, report to the board of directors or the board of supervisors on the signing and implementation of major contracts, capital utilization, profits and losses of the company;
(III) report the annual plan and financial plan to the board of directors;
(IV) other matters that the board of Directors considers should be reported.
Article 8 the general manager shall listen to the opinions of the employees in advance when formulating issues related to the vital interests of the employees, such as wages, welfare, production safety, labor protection, labor insurance, dismissal (or dismissal) of the company’s employees.
Article 9 the general manager shall perform the following obligations:
(I) abide by laws, regulations and the articles of association, faithfully perform their duties and safeguard the interests of the company, and shall not take advantage of their position and authority in the company to seek personal interests for themselves;
(II) shall not take advantage of his power to accept bribes or other illegal income, and shall not misappropriate the company’s property; (III) the company’s secrets shall not be disclosed except in accordance with the law or with the consent of the general meeting of shareholders;
(IV) if the general manager violates the provisions of laws, regulations or the articles of association when performing his duties and causes damage to the company, he must bear civil liability for compensation;
(V) not misappropriate the company’s funds or lend the company’s funds to others;
(VI) the company’s Zijin shall not be deposited in an account opened in its own name or in the name of other individuals; (VII) 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;
(VIII) without the consent of the general meeting of shareholders, it is not allowed to 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;
(IX) unless otherwise stipulated in the articles of association or agreed by the general meeting of shareholders, no contract or transaction shall be concluded with the company;
(x) do not use inside information to engage in insider trading;
（11） It is not allowed to fabricate false information;
（12） It is not allowed to accept the Commission of other people’s transactions with the company as its own;
（13） Other obligations stipulated by laws, regulations and the articles of association.
Chapter III working organization and rules of procedure of the general manager
Article 10 according to the business scale and actual needs of the company, the company shall set up the Secretary of the board of directors, general manager’s office, finance department, audit department, administration department, human resources department, information department, R & D center and other departments. In principle, the Department Manager shall be appointed or dismissed by the general manager.
Article 11 the general manager, deputy general manager and chief financial officer are the senior management of the company, and their work division is as follows: (I) the general manager is responsible for presiding over the daily operation and management of the company and organizing the implementation of the resolutions of the board of directors; Propose to the board of directors to appoint or dismiss the deputy general manager and chief financial officer of the company.
(II) the main business of the company is mainly in the charge of the deputy general manager.
(III) the chief financial officer is responsible for comprehensively organizing, coordinating and leading the financial accounting work of the whole company, and is in charge of the work of the planning and finance department.
The deputy general manager and the chief financial officer are responsible to the general manager.
(IV) department managers are in charge of the business and management of their respective departments and are responsible to the general manager or the senior managers designated by the general manager.
Article 12 the general manager office meeting (regular meeting of department managers) is an important decision-making body in the daily operation of the company. In case of major events in the daily operation of the company, the general manager shall convene the general manager’s office meeting.
The discussion scope of the general manager’s office meeting includes:
(I) study and organize the implementation of the company’s annual production and operation plan, development plan, capital investment, major technological transformation projects, financial budget, profit distribution, loss recovery, employee salary distribution, employee welfare and other plans decided by the board of directors, as well as relevant problems to be solved by the resolution of the board of directors;
(II) study and decide on major matters of the company’s daily operation and management;
(III) draw up the establishment plan of the company’s internal management organization;
(IV) draft the basic rules and regulations of the company;
(V) study and formulate specific management rules and regulations of the company;
(VI) formulate the company’s annual operation and investment plan, financial budget and final settlement plan, profit distribution plan and loss recovery plan;
(VII) formulate the salary distribution and reward and punishment plan of the company’s employees; (VIII) study and decide the company’s major financial expenditure within the limit authorized by the board of directors, and study and approve the major expenses in daily operation and management; (IX) appoint or dismiss managers other than those to be appointed or dismissed by the board of directors, and decide on the employment, remuneration, rewards and punishments and dismissal of other employees other than those decided by the board of directors; (x) study or decide other matters related to operation and management that should not be considered by the board of directors or the general meeting of shareholders; （11） Study or decide on other matters within the scope of authority granted by the board of directors.
Article 13 convening and rules of procedure of the general manager’s office meeting: (I) the general manager shall convene and preside over the general manager’s office meeting. If the general manager is unable to attend due to special reasons, the general manager shall entrust a deputy general manager to convene and preside over it; (II) attendees of the general manager’s office meeting: general manager, deputy general manager, chief financial officer, necessary department heads and other relevant personnel; The Secretary of the board of directors may attend the meeting as nonvoting delegates. (III) when holding an enlarged meeting, the main principals of relevant departments, offices or units shall be invited to attend as nonvoting delegates; (IV) the general manager’s office meeting shall be held once a month in principle. In case of special circumstances, the general manager can temporarily convene the office meeting. (V) the general manager responsibility system shall be implemented in the general manager’s office meeting. If the opinions on the matters discussed and studied at the general manager’s office meeting cannot be unified, all major or general issues can be postponed, and all urgent issues with strong timeliness and urgent need to be handled shall be decided by the general manager. (VI) the minutes of the general manager’s office meeting shall be in the charge of a specially assigned person. If it is necessary to sort out the meeting minutes, the general manager’s office shall prepare the first draft according to the meeting minutes and submit it to the general manager for review and issuance. (VII) the personnel attending and attending the general manager’s office meeting as nonvoting delegates must strictly abide by the confidentiality system. In addition to the contents transmitted by the meeting minutes and the meeting, they shall not disclose other matters at will. The materials provided for the discussion and research of the meeting, which involve the company’s business secrets, shall be uniformly filed or destroyed by the relevant departments after the meeting.
(VIII) for the matters discussed and decided at the general manager’s office meeting, the general manager shall designate relevant personnel to be responsible for supervision and implementation according to the nature of the matters under consideration.
Chapter IV resignation and dismissal
Article 14 the general manager may resign before the expiration of his term of office. The specific procedures and methods for the resignation of the general manager shall be stipulated in the employment contract between the general manager and the company.
Article 15 if the general manager violates the articles of association and these rules, fails to perform his due obligations or commits other illegal acts, the board of directors has the right to dismiss him, but must inform him of the reasons for dismissal.
Chapter V supplementary provisions
Article 16 these Rules shall be implemented after being approved by the board of directors of the company.
Article 17 the detailed rules shall be interpreted by the board of directors.
