Jiangsu Bide Science And Technology Co.Ltd(605298)
General manager’s working rules
Chapter I General Provisions
Article 1 in order to further improve the corporate governance structure of Jiangsu Bide Science And Technology Co.Ltd(605298) (hereinafter referred to as “the company”), promote the institutionalization, standardization and scientization of the company’s operation and management, and clarify the work authority and procedures of the general manager of the company, in accordance with the company law of the people’s Republic of China (hereinafter referred to as “the company law”) and the stock listing rules of Shanghai Stock Exchange These working rules are formulated in accordance with the relevant provisions of the guidelines for self discipline supervision of listed companies of Shanghai Stock Exchange No. 1 – standardized operation and the articles of association.
Article 2 the general manager 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 general manager is responsible to the board of directors, organizes the implementation of the resolutions of the board of directors, and presides over the daily production, operation and management of the company.
Article 3 these working rules are binding on all senior managers and relevant personnel of the company.
Chapter II composition and employment of senior managers
Article 4 senior managers of the company include the general manager, deputy general manager, financial director, Secretary of the board of directors and other personnel specified in the articles of association or appointed by the board of directors.
Article 5 the company now has a general manager, who is nominated by the chairman and appointed or dismissed by the board of directors. The company now has several deputy general managers (including the person in charge of Finance), who are nominated by the general manager and appointed or dismissed by the board of directors.
The Secretary of the board of directors shall be nominated by the chairman and appointed or dismissed by the board of directors.
Article 6 The term of office of senior managers is three years, and senior managers can be reappointed.
Article 7 the appointment of senior managers of the company shall be carried out in strict accordance with the provisions of relevant laws, regulations and the articles of association. No organization or individual may interfere with the normal selection and employment procedures of the company’s senior managers.
Article 8 the company shall, as far as possible, employ senior managers from domestic and foreign talent markets in an open and transparent manner, and give full play to the role of intermediaries.
The company shall sign an employment contract with senior managers to clarify the rights and obligations of both parties.
Article 9 senior managers may resign before the expiration of their term of office. The specific procedures and measures for the resignation of senior managers shall be stipulated in the employment contract between senior managers and the company.
Article 10 the appointment and removal of senior managers shall follow legal procedures.
Article 11 if the general manager and other senior managers violate the provisions of laws, administrative regulations, departmental rules or the articles of association when performing their duties and cause losses to the company, they shall be liable for compensation.
Article 12 the company shall establish a strict working system to provide convenience for the Secretary of the board of directors to perform his duties. Directors, supervisors, financial principals, other senior managers and relevant personnel of the company shall support and cooperate with the Secretary of the board of directors in the work of information disclosure.
Chapter III qualifications and appointment and removal procedures of the general manager
Article 13 the general manager shall meet the following qualifications at the same time:
(I) have rich economic theoretical knowledge, management knowledge and practical experience, and have strong economic management ability, decision-making ability and administrative execution ability;
(II) have the ability to know, be able to perform well, mobilize the enthusiasm of employees, establish a reasonable organization, coordinate 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 business, be familiar with production and operation in the commercial field, and master relevant national policies, laws and regulations;
(IV) honesty, diligence, honesty, self-discipline, selfless dedication and loyalty to the cause;
(V) forge ahead, be determined to innovate, have team spirit, and have a strong sense of mission and responsibility. Article 14 under any of the following circumstances, he shall not serve as the general manager of the company:
(I) no or 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 the expiration of the execution period is less than 5 years, or being deprived of political rights due to a crime, and the expiration of the execution period is less than 5 years; (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 prohibited from serving as directors, supervisors and senior managers of listed companies by the CSRC before the expiration of the time limit;
(VII) being publicly recognized by the stock exchange as unfit to serve as directors, supervisors and senior managers of listed companies, and the term has not expired;
(VIII) being subject to administrative punishment by the CSRC within the last 36 months;
(IX) being publicly condemned by the stock exchange or being criticized in more than two circulars in the last 36 months;
(x) the current supervisor of the company;
（11） Other circumstances stipulated by laws, administrative regulations, departmental rules or the board of directors of the company.
Chapter IV responsibilities and division of labor of the general manager
Article 15 the general manager shall be responsible for the overall daily operation and management of the company, and other senior managers shall assist the general manager in his work, divide responsibilities and perform their respective duties.
Article 16 the general manager shall be responsible to the board of directors and exercise the following functions and powers:
（1） 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;
（2） Organize the implementation of the company’s annual business plan and investment plan;
（3） Formulate the internal management scheme of the company;
（4） Draft the basic management system of the company;
（5） Formulate specific rules and regulations of the company;
（6） Propose to the board of directors to appoint or dismiss the company’s deputy general manager, financial director and other senior managers; （7） To decide on the appointment or dismissal of managers other than those who should be decided by the board of directors; （8） Decide on connected transactions that have not yet reached the deliberation authority of the general meeting of shareholders or the board of directors;
（9） Formulate the salary, welfare, reward and punishment of the company’s employees, and decide on the employment and dismissal of the company’s employees;
（10） Attend the meetings of the board of directors as nonvoting delegates;
（11） Other functions and powers authorized by the articles of association or the board of directors.
Article 17 the general manager shall perform the following duties:
（1） The general manager shall be responsible to the board of directors and act on the principles of integrity, diligence, dedication and impartiality;
（2） Comply with national laws, regulations and the articles of Association;
（3） Executive Board resolutions;
（4） Complete the predetermined operation and management objectives and indicators;
（5） Report to the chairman and the board of directors regularly or irregularly, and accept the inquiry and supervision of the board of supervisors; （6） Pay attention to the analysis and research of market information, organize the research and development of new projects and products, and enhance the market adaptability and competitiveness of enterprises;
（7） Take practical and effective measures to promote the technological progress and modern management of the company, improve economic benefits and enhance the ability of self transformation and self-development of the enterprise;
（8） Attach great importance to work safety, environmental protection, fire control and energy conservation.
Article 18 the deputy general manager of the company assists the general manager in his work. The responsibilities of the deputy general manager are:
（1） Carry out work under the leadership of the general manager and perform some duties on behalf of the general manager as authorized by the general manager;
（2） According to national policies, decrees and the instructions of the general manager, do their own work, be responsible to the general manager and issue relevant business documents within the scope of authority;
（3） According to the general manager’s annual business report, organize and lead relevant functional departments to prepare the company’s work plans for each period (quarterly and monthly), investigate and demonstrate the company’s investment projects, and organize the implementation after discussion and decision at the general manager’s office meeting;
（4） Often go deep into the grass-roots level, go to the market, collect data, master information, and put forward specific opinions for decision-making to the general manager or the general manager’s office meeting;
（5） Complete other tasks assigned by the general manager.
Article 19 responsibilities of the company’s financial director:
（1） Unified leadership and overall responsibility for the financial management of the enterprise;
（2） Formulate the company’s financial management system and measures in accordance with the provisions of the national accounting system;
（3） Draw up the establishment plan of internal financial management organization of the enterprise;
（4） Accept the audit supervision of the internal finance of the enterprise and the external audit supervision of finance, taxation, audit and accounting firms;
（5） Review important financial and accounting matters of the enterprise;
（6） Coordinate the relationship between functional departments, grass-roots units and financial departments;
（7） Regularly check the implementation of business responsibility system and financial budget of functional departments and affiliated units of the company;
（8） Be responsible for organizing financial accounting, reviewing financial accounts, etc.
Article 20 the Secretary of the board of directors of the company is responsible for the preparation of the general meeting of shareholders and the meeting of the board of directors, the custody of documents, the management of shareholders’ information and the communication with investors.
Article 21 the general manager of the company shall implement an effective avoidance system, take the initiative to make public the connected transactions involving himself, and submit them to the general manager’s office meeting or the board of directors for approval. Without the consent of the board of directors, they shall not arrange their close relatives to hold important management positions in the company or the holding company of the company.
Chapter V general manager office meeting
Article 22 the company establishes the general manager office meeting system. The general manager’s office meeting is an administrative meeting of the company’s management to implement the resolutions of the board of directors and study and solve major production, operation and management matters. It is a form of performing the functions and powers of the general manager. The resolutions, documents and instructions formed by the meeting belong to administrative instructions, which must be resolutely implemented by the company’s employees.
Article 23 the participants in the general manager’s office meeting are the general manager, deputy general manager, financial director, Secretary of the board of directors and other personnel designated by the general manager. If necessary, the general manager may invite the directors, supervisors and other relevant personnel of the company to attend the meeting as nonvoting delegates, and the chairman and vice chairman of the company have the right to attend the meeting as nonvoting delegates.
Article 24 the general manager shall convene an office meeting of the general manager within three working days in case of the following circumstances:
（1） When proposed by the general manager;
（2） When proposed by the chairman;
（3） When proposed by other senior managers.
Article 25 the general manager may conduct discussion and research in the form of general manager’s office meeting when exercising his functions and powers. 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） Propose to increase or reduce the registered capital 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 and offices of the company;
（11） Study and decide the employment, promotion, salary increase, reward and punishment and dismissal of the company’s employees;
（12） Other topics that need to be submitted to the general manager’s office meeting for discussion.
Article 26 the general manager shall preside over the general manager’s office meeting. If the general manager is unable to attend the meeting for some reason, he may entrust a deputy general manager to preside over it.
Article 27 the general manager’s office meeting is divided into regular meeting and temporary meeting. The regular meeting is held once a month, and the temporary meeting can be notified at any time.
Article 28 the general manager’s office meeting shall be attended by all senior managers of the company, and other relevant personnel may be notified to attend as needed.
Article 29 when the general manager’s office meeting studies and decides on 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, it shall listen to the opinions of the trade union and the workers’ Congress in advance.
Article 30 at the general manager’s office meeting, the general manager shall put forward the leading decision-making opinions, and the general manager shall fully listen to the opinions of other participants before making decisions.
Article 31 after the general manager’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 general manager to the board of directors for deliberation. Matters within the scope of authority of the general manager shall be specifically implemented by the general manager or other senior managers designated by the general manager.
Article 32 If there are major differences on the matters discussed at the general manager’s office meeting, the general manager 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 33 the general manager’s office is responsible for collecting topics, notifying meetings, undertaking meeting affairs and meeting minutes, sorting out meeting minutes, etc.
Chapter VI investment decision-making authority
Article 34 The board of directors of the company authorizes the general manager to have the authority of examination and approval and decision-making on the following matters. Within the authority of investment and decision-making of the board of directors specified in the articles of association, the general manager has the following authority:
（1） Review and approve the following non related party transactions: foreign investment, purchase or sale of assets, provision of financial assistance, lease in or lease out of assets, signing of management contracts (including entrusted or entrusted operation), reorganization of creditor’s rights and debts, signing of license agreements, transfer or transfer of research and development projects and other transactions, and the transaction volume meets one of the following standards:
1. The total assets involved in the transaction are less than 10% of the company’s latest audited total assets
