Dongguan Aohai Technology Co.Ltd(002993)
General manager’s working rules
April 2022
catalogue
Chapter I General Provisions Chapter II appointment and removal of general manager Chapter III authority of the general manager Chapter IV general manager meeting system 7 Chapter V general manager reporting system Chapter VI assessment, reward and punishment of the general manager 10 Chapter VII Supplementary Provisions eleven
Dongguan Aohai Technology Co.Ltd(002993)
General manager’s working rules
Chapter I General Provisions
Article 1 in order to improve the corporate governance of Dongguan Aohai Technology Co.Ltd(002993) (hereinafter referred to as the “company”), in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), the guidelines for self discipline supervision of listed companies on Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board (hereinafter referred to as the “guidelines for standardized operation of the main board”) The detailed rules for the work of the Dongguan Aohai Technology Co.Ltd(002993) General Manager (hereinafter referred to as the “detailed rules”) are formulated in accordance with the Listing Rules of Shenzhen Stock Exchange (hereinafter referred to as the “Listing Rules”) and other laws, regulations, normative documents, industrial regulations and the relevant provisions of the Dongguan Aohai Technology Co.Ltd(002993) articles of Association (hereinafter referred to as the “articles of association”).
Article 2 These rules are binding on the general manager, deputy general manager, financial director and other senior managers of the company.
Article 3 the general manager is the person in charge of the general control of the company’s daily operation and management activities and the executor of the resolutions of the board of directors. He exercises his powers according to law within the scope of authorization of the board of directors, presides over the company’s daily operation and management, and is responsible to the board of directors with the company’s business performance.
The company has several deputy general managers and one financial principal. The deputy general manager and the financial principal assist the general manager in his work.
When the general manager is unable to perform his duties for some reason, the board of directors shall authorize a deputy general manager to act as the general manager.
Article 4 the general manager shall abide by laws, administrative regulations, departmental rules and other normative documents and the relevant provisions of the articles of association, and perform the obligations of integrity and diligence.
Chapter II appointment and removal of general manager
Article 5 the company shall have one general manager, several deputy general managers and one person in charge of finance.
Article 6 the general manager shall be nominated by the chairman and appointed or dismissed by the board of directors; The deputy general manager, the person in charge of Finance and other senior managers shall be nominated by the general manager and appointed or dismissed by the board of directors.
Article 7 The term of office of the general manager of the company is three years, and he can be reappointed.
Article 8 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 laws, regulations and policies;
(IV) be diligent and honest;
(V) young and energetic, with a strong sense of mission and enterprising spirit.
Article 9 under any of the following circumstances, he shall not serve as the general manager, deputy general manager, financial person in charge and other senior managers 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, less than five years after the expiration of the execution period, or being deprived of political rights due to a crime, less than five years after the expiration of the execution period;
(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 three 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 three 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) administrative punishment by the CSRC in the last three years;
(VII) publicly denounced by the stock exchange or criticized in more than three circulars in the past three years;
(VIII) those who have been declared as prohibited from entering the market by the CSRC and are still in the period of prohibition;
(IX) being publicly recognized by the stock exchange as unfit to serve as senior managers of listed companies;
(x) unable to ensure that enough time and energy are invested in the company’s affairs during his term of office and effectively perform the duties that senior managers should perform.
The above period shall be calculated from the date of the shareholders’ meeting or the convening of the board of directors to elect directors, supervisors and senior managers.
Article 10 senior managers such as the general manager, deputy general manager and financial director may resign before the expiration of their term of office. The specific procedures and measures shall be specified in the labor contract signed between the above-mentioned personnel and the company.
Chapter III authority of the general manager
Article 11 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 and report to the board of directors;
(II) organize the implementation of the resolutions of the board of directors, 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 deputy general manager, financial director and other senior managers;
(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) other functions and powers granted by the articles of association, relevant management systems of the company or the board of directors.
Article 12 the board of directors authorizes the general manager to decide other transactions that should be decided by the general meeting of shareholders and the board of directors in accordance with the articles of association, the rules of procedure of Dongguan Aohai Technology Co.Ltd(002993) shareholders’ meeting, the rules of procedure of Dongguan Aohai Technology Co.Ltd(002993) directors’ meeting, the decision-making system of Dongguan Aohai Technology Co.Ltd(002993) connected transactions and other internal systems of the company.
Article 13 when reviewing the relevant matters within the above-mentioned terms of reference, the general manager may employ relevant intermediaries to provide professional consulting services for the company, so as to ensure the scientificity of decision-making.
Article 14 when the general manager considers that the relevant matters within the above scope of authority have an important impact on the company, he may propose to submit the matter to the interim meeting of the board of directors for deliberation.
Article 15 the general manager shall attend the meetings of the board of directors as nonvoting delegates, and the non director general manager shall not have the right to vote at the board of directors. Article 16 the general manager shall faithfully implement the resolutions of the general meeting of shareholders and the board of directors, and shall not arbitrarily change the resolutions of the general meeting of shareholders and the board of directors or exceed the scope of authorization.
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.
Article 17 the general manager and other senior managers shall timely report to the board of directors and the board of supervisors on major events and progress changes in the operation or finance of the company, so as to protect the right of directors, supervisors and the Secretary of the board of directors to know.
In daily business activities, the general manager can authorize the deputy general manager in writing, and the deputy general manager can authorize the department head in writing.
Article 18 the general manager shall not act on behalf of the company in his own name without the provisions of the articles of association or the legal authorization of the board of directors. When the general manager acts in his own name, the general manager shall declare his position and identity in advance when the third party reasonably believes that the general manager is acting on behalf of the company.
Article 19 functions and powers of the Deputy General Manager:
(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, put forward suggestions to the general manager on the appointment and removal of corresponding personnel, organization change and other matters;
(V) have the right to convene a business coordination meeting within the scope of work, determine the duration, topics and attendees of the meeting, and report the results of the meeting to the manager after the meeting;
(VI) approve or review the business development of the competent department in accordance with the provisions of the company’s business approval authority, and bear corresponding responsibilities;
(VII) put forward suggestions to the general manager on major issues related to the company;
(VIII) complete other tasks assigned by the general manager.
Article 20 functions and powers of the person in charge of Finance:
(I) be in charge of the company’s financial work and be responsible to the general manager;
(II) formulate the company’s financial and accounting system and submit it to the general manager for approval and the board of directors for approval in accordance with laws, regulations and the provisions of competent departments;
(III) complete the preparation of the company’s annual financial report on time and ensure its authenticity in accordance with the relevant provisions of the articles of Association;
(IV) put forward suggestions to the general manager on the appointment and removal of personnel and organization change within the scope of Finance and management;
(V) review the use of business funds and expenses in accordance with the provisions of the company’s accounting system, and bear corresponding responsibilities;
(VI) regularly or irregularly provide the general manager with analysis reports on the company’s financial situation and put forward solutions;
(VII) communicate with the company and financial institutions to ensure the financial support required for normal operation;
(VIII) exercise other functions and powers authorized by the general manager and complete other work assigned by the general manager.
Article 21 senior managers such as the general manager, deputy general managers and the person in charge of Finance shall not commit the following acts in the performance of their duties:
(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 general meeting of shareholders 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 general meeting of shareholders;
(V) without the consent of the general meeting of shareholders, 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) own the Commission of others’ transactions with the company;
(VII) disclose company secrets without authorization;
(VIII) other acts violating the duty of loyalty to the company.
The income obtained by the company’s general manager, deputy general manager, financial director and other senior managers in violation of the above provisions shall belong to the company.
Chapter IV general manager meeting system
Article 22 the company implements the general manager office meeting system. The general manager’s office meeting is divided into regular meetings and temporary meetings, which are presided over by the general manager to discuss major matters related to the operation, management and development of the company, as well as matters submitted by various departments and subordinate companies to the meeting for deliberation.
Article 23 the regular office meeting of the general manager shall be held once a month; The general manager has the right to convene temporary meetings of the general manager’s office meeting from time to time according to the needs of the company’s business.
Article 24 the general manager may convene an office meeting of the general manager when making decisions on the following matters:
(I) implement the resolutions of the board of directors;
(II) implement the company’s annual plan and investment plan;
(III) decide to submit the company’s internal management organization setting plan and the company’s basic management system plan to the board of directors for discussion;
(IV) determine the specific rules of each department of the company;
(V) decide to propose to the board of directors to appoint or dismiss the deputy general manager and the person in charge of finance of the company;
(VI) appoint or dismiss the company’s management personnel other than those who should be appointed or dismissed by the board of directors;
(VII) determine the salary and welfare standards of the company’s employees other than those determined by the board of directors and various rewards and punishments determined in the name of the company;
(VIII) decide to sign major economic and technological contracts with foreign countries;
(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 25 the attendants of the general manager’s office meeting include the general manager, deputy general manager and person in charge of finance; Non voting participants include the Secretary of the board of directors and other personnel that the general manager deems necessary to attend the meeting according to the needs of the meeting. Directors and supervisors of the company may attend the general manager’s office meeting at their request.
Article 26 procedures for convening the general manager’s office meeting:
(I) the general manager shall determine the topic, content, participants, time and place of the general manager’s office meeting according to all aspects of the situation and work needs;
(II) the general manager’s office shall notify the participants of the meeting agenda, place and time one day in advance, but the notice time for holding an interim meeting is not subject to this limit;
(III) the general manager’s office meeting can be held only when more than one-third of the attendees are present. The meeting may vote on the question to be studied. On the basis of fully listening to the opinions of all parties, the general manager makes the final decision with reference to the voting results. The contents of the meeting and the decisions of the general manager shall be recorded and kept by the general manager’s office;
(IV) when the general manager considers it necessary to issue the minutes or resolutions, the general manager’s office shall draft the minutes or resolutions according to the meeting minutes and issue them after being signed by the general manager;
(V) the general manager’s office meeting shall have meeting minutes, which shall include the following contents: date, place, host, name of attendees, meeting topic, key points of participants’ speeches, voting method and results. The meeting minutes shall be recorded and kept by the general manager’s office;
(VI) the general manager shall appoint a special person to implement and urge the opinions formed in the meeting according to the division of work and work needs;
(VII) the general manager shall regularly inspect the implementation and urging of the resolutions of the meeting. Put forward improvement suggestions and suggestions for the problems.
Article 27 the general manager shall listen to the opinions of the trade union and other relevant departments in advance when formulating issues related to the vital interests of employees, such as wages, welfare, production safety, labor protection, labor insurance, dismissal (or dismissal) of the company’s employees.
Chapter V general manager reporting system
Article 28 when reporting work, the general manager must ensure the authenticity and integrity of the report and be responsible for the authenticity and integrity of the report.
Article 29 the general manager shall
