Beijing Ctrowell Technology Corporation Limited(300455)
General manager’s work rules
Chapter I General Provisions
Article 1 in order to clarify the responsibilities of the general manager, ensure the general manager’s efficient, coordinated and standardized exercise of functions and powers, protect the legitimate rights and interests of shareholders and creditors of the company, and promote the production, operation and sustainable development of the company, These rules are hereby formulated in accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”) and the Beijing Ctrowell Technology Corporation Limited(300455) articles of Association (hereinafter referred to as the “articles of association”) and other relevant normative documents.
Article 2 the general manager is the administrative principal of the company under the leadership of the board of directors, responsible for implementing the resolutions of the board of directors, presiding over the production, operation and daily management of the company, and being responsible to the board of directors.
Chapter II appointment and removal of the general manager
Article 3 the company shall have a general manager, and may have executive deputy general managers and deputy general managers. The executive deputy general managers and deputy general managers shall assist the general manager in his work. It is composed of the general manager, deputy general manager, executive secretary, etc. The company’s operation decision-making team is the command and operation center of the company’s daily operation and management.
Article 4 the general manager of the company shall be nominated by the chairman and appointed or dismissed by the board of directors. Other members of the business decision-making team shall be nominated by the general manager and appointed or dismissed by the board of directors. The directors of the company may be employed as the general manager, executive deputy general manager, deputy general manager or other senior managers, but the directors who concurrently hold the posts of general manager, executive deputy general manager, deputy general manager or other senior managers shall not exceed one-half of the total number of directors of the company.
Article 5 the general manager of the company must be full-time. The general manager shall not hold any position other than director and supervisor in any enterprise other than the holding subsidiary of the company (including the controlling shareholder unit and its subordinate enterprises).
Article 6 the general manager is paid in the company.
Article 7 The term of office of the general manager and other members of the management decision-making team is three years, and they can be reappointed. Article 8 the general manager shall meet the following conditions:
(I) have good personal quality and professional ethics, safeguard social public welfare and safeguard the interests of the company, investors and employees;
(II) have rich economic theoretical knowledge, management knowledge and practical experience, and have strong operation and management ability;
(III) have a certain number of years of enterprise management experience, be proficient in this bank, and be familiar with production and operation business and relevant laws and regulations;
(IV) have the ability to mobilize employees’ enthusiasm, know people well, be good at communication, coordinate various internal and external relations and overall situation, and have strong professional sensitivity and pioneering consciousness;
(V) not interfere with or affect his work due to physical reasons.
Article 9 under any of the following circumstances, he cannot serve as the general manager 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 undermining the order of the socialist market economy, and the expiration of the execution period is less than 5 years, or being deprived of political rights for a crime, and the expiration of the execution period is less than 5 years;
(III) where he is a director, factory director or manager of a company or enterprise in bankruptcy liquidation and is 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 debts are not paid off when due;
(VI) administrative penalties imposed by the CSRC in the last three years;
(VII) publicly denounced by the stock exchange or criticized in more than three circulars in the last three years;
(VIII) those who have been declared prohibited from entering the market by the CSRC and are still in the prohibition period;
(IX) being publicly recognized by the stock exchange as unfit to serve as directors, supervisors and senior managers of the listed company;
(x) unable to ensure that enough time and energy are invested in the company’s affairs and earnestly perform various duties during his tenure.
（11） Other contents stipulated by laws, regulations or departmental rules.
The above period shall be calculated from the date of the convening of the board of directors to be elected as the general manager. The general manager candidate shall report to the board of directors or the board of supervisors on whether the above circumstances exist within the first time he knows or should know that he is elected as the general manager candidate.
The appointment of the general manager in violation of the provisions of this article shall be invalid. The board of directors shall dismiss the general manager in case of any circumstance under this article during his term of office.
Article 10 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 two months ago and leave his post after being approved by the board of directors. The general manager shall be liable for compensation if he resigns under circumstances unfavorable to the company or leaves the company without formal approval of the board of directors. Article 11 the board of directors shall not delay the review of resignation without justified reasons, and shall give a formal reply within one month from the date of receiving the resignation report of the general manager.
Article 12 if other members of the business decision-making team propose to resign, they shall submit a resignation report to the general manager, which shall be signed and approved by the general manager and then submitted to the board of directors for approval.
Article 13 when the general manager leaves office, he must carry out leaving audit.
Chapter III functions and powers of the general manager
Article 14 the general manager 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) formulate 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;
(VI) propose to the board of directors to appoint or dismiss the company’s executive deputy general manager, deputy general manager and financial director; (VII) decide on the appointment or dismissal of management personnel other than those who should be decided by the board of directors;
(VIII) 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; (IX) handle external affairs and sign contracts on behalf of the company with the authorization of the board of directors;
(x) other functions and powers granted by the general meeting of shareholders and the board of directors.
Article 15 the general manager shall attend the meetings of the board of directors as nonvoting delegates, and the non director general manager shall have no voting right at the board of directors. Article 16 if the general manager is temporarily unable to perform his / her duties for some reason, the executive deputy general manager may perform some or all of his / her duties on his / her behalf. If the term of office is long (more than 30 working days), he / she shall submit it to the board of directors for decision.
Chapter IV authorization of the board of directors to the general manager
Article 17 the board of directors authorizes the general manager to organize the operation decision-making team to exercise part of the functions and powers of the board of directors when the board of directors is not in session.
(I) related party transactions
1. Connected transactions between the company and connected natural persons with a transaction amount of less than 300000 yuan (including 300000 yuan);
2. Related party transactions between the company and related legal persons with a transaction amount of less than 3 million yuan (including 3 million yuan) or accounting for less than 0.5% (including 0.5%) of the absolute value of the company’s latest audited net assets.
(II) foreign investment, acquisition and sale of assets, asset mortgage, entrusted financial management and other matters:
1. The total assets involved in the transaction account for no more than 10% of the company’s total assets audited in the latest period (if the total assets involved in the transaction have both book value and assessed value, the higher one shall be taken as the calculation data);
2. The relevant operating income of the transaction object (such as equity) in the latest fiscal year accounts for no more than 10% of the audited operating income of the company in the latest fiscal year, or the absolute amount does not exceed 10 million yuan;
3. The related net profit of the transaction object (such as equity) in the latest fiscal year accounts for no more than 10% of the audited net profit of the company in the latest fiscal year, or the absolute amount does not exceed 1 million yuan;
4. The transaction amount (including debts and expenses) of the transaction accounts for no more than 10% of the company’s latest audited net assets, or the absolute amount does not exceed 10 million yuan;
5. The profit generated from the transaction accounts for no more than 10% of the audited net profit of the company in the latest fiscal year, or the absolute amount does not exceed 1 million yuan.
(III) other matters
1. Conclusion, modification and termination of other contracts;
2. Possible liability for compensation according to law;
3. Major litigation, arbitration and administrative punishment;
4. Other matters authorized by the board of directors.
If the amount involved in the above matters accounts for less than 10% (including 10%) of the latest audited net asset value of the company and does not reach the deliberation authority of the board of directors, the general manager shall be authorized to organize the operation decision-making team to discuss and decide.
Chapter V responsibilities and obligations of the general manager
Article 18 the general manager must abide by the national guidelines and policies, laws and regulations, abide by the articles of association, implement the resolutions of the board of directors, and accept the supervision of the board of supervisors and the employee congress.
Article 19 the general manager shall fully consider and properly handle the relationship with related parties in accordance with the principles of complementary advantages, mutual benefit, fairness and impartiality.
Article 20 the general manager shall, 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, implementation, fund utilization and profit and loss of the company’s major contracts, and the general manager shall be responsible for the authenticity and integrity of the report.
Article 21 the general manager shall fully mobilize the enthusiasm of all employees, strive to optimize operation and management, strive to explore the market, comprehensively promote the company’s operation and management objectives, continuously improve the comprehensive economic benefits of the enterprise, ensure the sustainable development of the company and promote the appreciation of the company’s assets.
Article 22 the general manager shall be responsible for whether the company’s business activities comply with the requirements of national laws, regulations, rules, normative documents and national policies.
Article 23 the general manager shall carefully review or examine the company’s business and financial reports, timely understand the company’s business and operation and management, timely report major events and progress changes in the company’s operation or finance to the board of directors and the board of supervisors, and ensure the right to know of the directors, supervisors and the Secretary of the board of directors.
Article 24 the general manager must faithfully perform his duties and safeguard the interests of the company, and shall not take advantage of his position in the company to seek personal interests for him.
Article 25 the general manager and other senior managers of the company shall have the obligation of good faith and diligence to the company, and shall not participate in competition with the company or other activities that may damage the interests of the company.
Article 26 unless stipulated in the articles of association or approved by the general meeting of shareholders and the board of directors, the general manager shall not disclose the company’s secrets and promise to continue to perform the obligation after leaving his post (except that the company has legally disclosed the information). The general manager shall not disclose the company’s information without authorization.
Article 27 the general manager shall not misappropriate the company’s funds or lend them to others, shall not open an account to deposit the company’s assets in his own name or in the name of others, and shall not use the company’s assets to provide guarantee for the debts of the company’s shareholders or others.
Article 28 without the approval of the board of directors, the general manager shall not be allowed to work part-time in other companies. The income from working part-time in other companies shall be owned by the company, and the board of directors shall stop his part-time behavior and deal with it accordingly.
Article 29 when exercising his powers, the general manager shall abide by the laws and the articles of association, strictly implement the resolutions of the general meeting of shareholders and the board of directors, and shall not arbitrarily change, refuse or passively implement the resolutions of the general meeting of shareholders and the board of directors. If the situation changes, which may have a serious impact on the progress or results of the implementation of the resolution, it shall be reported to the board of directors in time. In case of any damage caused to the company due to violation of the above provisions, the company shall be liable for compensation. Article 30 when the general manager exercises his powers, the following issues shall be submitted to the board of directors in writing for discussion and decision:
(I) the company’s annual production and operation plan, investment plan and main measures to realize the plan and plan; (II) propose the appointment or dismissal of other senior managers;
(III) establishment plan of the company’s internal management organization;
(IV) drafting, modification and abolishment of the company’s basic management system;
(V) other important schemes drafted by the general manager authorized by the board of directors;
(VI) other issues that the general manager deems necessary to be submitted to the board of directors for discussion.
Article 31 the general manager shall bear other responsibilities and obligations stipulated in national laws, regulations or the articles of association.
Article 32 other members of the business decision-making team shall actively, actively and effectively exercise their functions and powers and be responsible for their work. Other members of the business decision-making team have the same loyalty and diligence obligations as the general manager. Chapter VI business decision-making team
Article 33 the general manager shall formulate specific management rules and regulations to manage the company in accordance with the basic management system and scope of authorization decided by the board of directors.
Article 34 the executive deputy general manager, deputy general manager and other senior managers shall be responsible to the general manager, perform their respective duties and assist the general manager in his work.
Article 35 the division of labor of the operation decision-making team shall be made by the general manager and clearly authorized in writing.
Article 36 the members of the operation decision-making team must cooperate closely and support each other in their work. In case of emergency, problems that do not belong to their own scope of responsibility and must be decided immediately can be handled first, but relevant departments or personnel shall be notified in time afterwards and reported to the general manager.
Article 37 the general manager may propose a plan for downsizing or expanding functional departments as needed, which shall be implemented after being approved by the board of directors.
Article 38 the general manager may set up a number of non organic special committees or leading groups led by members of the operation decision-making team to coordinate, study and deal with special work and related affairs. Chapter VII general manager office meeting
Article 39 the general manager shall hold regular general manager’s office meetings to study and decide on major issues in the company’s production, operation and management. The agenda of the general manager’s office meetings shall include:
(I) all matters specified in Article 14 and Chapter IV of these rules;
(II) the board of directors decides on the proposal proposed by the general manager;
(III) major issues and business matters related to daily operation, management and scientific research activities;
(IV) as stipulated in the articles of association or deemed necessary by the board of directors
