Shanxi Panlong Pharmaceutical Group Limited By Share Ltd(002864)
General manager’s working rules
Chapter I General Provisions
Article 1 in accordance with the requirements of establishing a modern enterprise system, further improve the governance structure of Shanxi Panlong Pharmaceutical Group Limited By Share Ltd(002864) (hereinafter referred to as “the company” or “the company”), and in accordance with the relevant provisions of the company law, the stock listing rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, and the Shanxi Panlong Pharmaceutical Group Limited By Share Ltd(002864) articles of Association (hereinafter referred to as “the articles of association”), These rules are formulated.
Article 2 the company shall set up a general manager according to law.
Article 3 the general manager is appointed by the board of directors and is responsible to the board of directors.
Article 4 the general manager shall preside over the daily production, operation and management of the company and organize the implementation of the resolutions of the board of directors. Chapter II qualifications and appointment and removal procedures of the general manager
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 the industry, 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) 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 less than five years have elapsed since the expiration of the execution period, or being deprived of political rights due to a crime, and less than five years have elapsed since the expiration of the execution period; (III) being a director or 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;
(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) being banned from entering the securities market by the CSRC before the expiration of the time limit;
(VII) administrative penalty imposed by the CSRC in the last three years;
(VIII) being publicly condemned or criticized by the stock exchange for more than three times in the last three years;
(IX) being placed on file for investigation by judicial organs for suspected crimes or being placed on file for investigation by CSRC for suspected violations of laws and regulations, and there is no clear conclusion;
(x) those who have been declared prohibited from entering the market by the CSRC and are still in the period of prohibition;
（11） Being publicly recognized by the stock exchange as unfit to serve as directors, supervisors and senior managers of listed companies;
（12） It has been determined as a market prohibited person by the CSRC and has not been lifted.
Article 7 state civil servants shall not concurrently serve as the general manager of the company.
Article 8 the company shall have a general manager and implement the appointment system of the board of directors.
Article 9 the board of directors appoints the general manager for a term of three years. The general manager can be reappointed. The deputy general manager is nominated by the general manager and appointed by the board of directors of the company.
Article 10 the company shall employ the general manager and deputy general manager in an open and transparent manner as far as possible.
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) organize the implementation of the resolutions of the board of directors, comprehensively preside over the daily production, operation and management of the company, and report to the board of directors;
(II) formulate the company’s 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, draw up the company’s after tax profit distribution plan, loss recovery plan and the plan for mortgage financing of the company’s assets, and report to the board of directors for approval;
(IV) formulate proposals for the company to increase or reduce its registered capital and issue corporate bonds, and submit them to the board of directors and the general meeting of shareholders 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 salary plan and reward and punishment plan for general employees of the company;
(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) appointment or dismissal of management personnel other than those to 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 other than those decided by the board of directors;
（11） Examine and approve various expenses in the daily operation and management of the company within the limit authorized by the board of directors; （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） According to the annual production plan, investment plan and financial budget and final settlement plan approved by the board of directors, decide the company’s loans within the amount authorized by the board of directors;
（14） To 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; （15） Examine and approve the company’s financial expenditure within the limit authorized by the board of directors. According to the decision of the board of directors, the joint signing system shall be implemented for the scheduling of large amounts of funds of the company and the person in charge of finance;
（16） Sign various contracts and agreements on behalf of the company as authorized by the board of directors; Issue daily administrative and business documents;
（17） Other functions and powers authorized by the articles of association or the board of directors.
Article 12 main functions and powers of the Deputy General Manager:
(I) as the assistant of the general manager, be entrusted by the general manager to take charge of the work of the Department, be responsible to the general manager and sign and issue relevant business documents within the scope of responsibility;
(II) when the general manager is unable to perform his / her duties, the general manager shall designate the deputy general manager to perform the duties of the general manager on his / her behalf. Article 13 the authority of the general manager for the use of funds and assets shall be authorized by the board of directors according to the actual needs of the company’s production and operation or in accordance with relevant systems.
Chapter IV responsibilities of the general manager
Article 14 the general manager shall perform the following duties:
(I) maintain the property rights of the company’s enterprise legal person, ensure the preservation and appreciation of the company’s assets, and correctly handle the interest relationship between shareholders, the company and employees;
(II) strictly abide by the articles of association and the resolutions of the board of directors, regularly report to the board of directors and listen to opinions, and shall not change the resolutions of the board of directors or exercise duties beyond its authority;
(III) organize all aspects of the company to implement the work tasks and various production and operation economic indicators determined by the board of directors, and formulate effective incentive and restraint mechanisms to ensure the completion of various work tasks and production and operation economic indicators;
(IV) pay attention to the analysis and research of market information, organize the research and development of new products, and enhance the market adaptability and competitiveness of enterprises;
(V) promote product quality management system and improve product quality according to national and international standards;
(VI) take practical measures to promote the company’s technological progress and modern management, improve economic benefits and enhance the enterprise’s ability of self transformation and self-development.
Article 15 the general manager shall strengthen the training and education of employees, pay attention to the construction of spiritual civilization, continuously improve the labor quality and cultural quality of employees, cultivate a good corporate culture, gradually improve the material and cultural living conditions of employees, pay attention to the physical and mental health of employees, and fully mobilize the enthusiasm and creativity of employees.
Article 16 the general manager shall abide by laws, administrative regulations and the articles of association and bear the following obligations of loyalty to the company:
(I) shall not take advantage of his power to accept bribes or other illegal income, and shall not encroach on the company’s property; (II) not misappropriate the company’s funds;
(III) the company’s assets or funds shall not be deposited in an account opened in its own name or in the name of other individuals;
(IV) it shall not violate 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;
(V) not to enter into contracts or conduct transactions with the company in violation of the provisions of the articles of association or without the consent of the general meeting of shareholders;
(VI) without the consent of the general meeting of shareholders, it is not allowed to take advantage of his position to seek business opportunities that should belong to the company for himself or others, and operate businesses similar to the company for himself or for others;
(VII) shall not accept the Commission of trading with the company as his own;
(VIII) not disclose company secrets without authorization;
(IX) it shall not use its affiliated relationship to damage the interests of the company;
(x) other loyalty obligations stipulated in laws, administrative regulations, departmental rules and the articles of association.
Chapter V general manager office meeting
Article 17 the general manager’s office meeting shall discuss the major matters of the company’s operation, management and development and the matters submitted to the meeting for deliberation by each department, and shall be held at least once a month. The participants are the general manager, deputy general manager, Secretary of the board of directors, person in charge of Finance and other senior managers, and can be extended to department managers if necessary.
Article 18 the general manager’s office shall notify all participants in writing or by telephone one day before the meeting. Participants must be present on time. Those who cannot attend the meeting for some reason must ask for leave in advance.
Article 19 the general manager shall preside over the general manager’s office meeting. If the general manager is unable to perform his duties for some reason, the general manager shall designate a deputy general manager to convene and preside over the meeting on his behalf.
Article 20 the general manager’s office meeting shall have complete meeting minutes, which shall be kept as the company’s archives. Chapter VI general manager reporting system
Article 21 the general manager shall report to the chairman or the board of directors at least once a month according to the requirements of the board of directors, including the implementation of the company’s annual plan, the signing and implementation of the company’s major contracts, the use of funds, profits and losses, the progress of major investment projects, etc. The report can be made in written or oral form, and its authenticity is guaranteed.
Article 22 in case of any of the following circumstances, the general manager shall timely report to the board of directors, fully explain the reasons and impact on the company, and request the board of directors to perform the obligation of information disclosure in accordance with relevant regulations: (I) the development prospect of the company’s industry, national industrial policy, tax policy, business model, product structure, main raw materials and product prices Major changes in the internal and external production and operation environment of major customers and suppliers;
(II) the company’s operating performance is expected to suffer losses, turn losses into profits or change significantly year-on-year, or there is a large difference between the actual operating performance of the company and the disclosed performance forecast;
(III) other matters that may have a great impact on the production, operation and financial status of the company.
Article 23 when the board of directors or the board of supervisors deems it necessary, the general manager shall report his work in accordance with the requirements of the board of directors or the board of supervisors within three days after receiving the notice.
Chapter VII daily operation procedures
Article 24 working procedures for investment projects: the general manager shall preside over the implementation of the enterprise’s investment plan. When determining the investment project, a feasibility study system shall be established. The investment management department of the company shall submit the project feasibility report and other relevant materials to the general manager’s office meeting of the company for deliberation and put forward opinions, which shall be submitted to the board of directors for deliberation. The implementation shall be approved by the board of directors within the limit authorized by the general meeting of shareholders, and the implementation shall be approved by the general meeting of shareholders above the limit; After the implementation of the investment project, the project implementation and project supervisor shall be determined to implement and track and inspect the implementation of the project; After the completion of the project, the project audit shall be carried out in accordance with relevant regulations.
Article 25 personnel management procedures: when nominating the deputy general manager and financial director of the company, the general manager shall solicit the opinions of relevant parties in advance and submit it to the board of directors for appointment. When the general manager appoints or removes the person in charge of the company’s Department, the personnel department of the company shall first assess and the general manager shall decide on the appointment and removal.
Article 26 financial management procedures: according to the resolution of the board of directors, the joint signing system between the general manager and the person in charge of Finance shall be implemented for the expenditure of large amounts of money; Important financial expenditure shall be reported by the user department, reviewed by the financial department and approved by the general manager; The daily expenses shall be reviewed by the user department and approved by the general manager based on the principle of reducing expenses and strict management.
Article 27 working procedures for project management: the company’s project adopts the public bidding system. The general manager shall actively organize relevant departments to formulate project bidding documents, organize experts to evaluate the construction scheme of each bidder, determine the bidder, and carry out bidding in accordance with relevant national regulations and strict working procedures; After the bidding work is completed, sign a detailed engineering construction contract with the bid winner, instruct relevant departments or special personnel to cooperate with the engineering supervision company to track, manage and supervise the project, regularly report the project progress and budget implementation to the general manager, and take effective measures to deal with the problems found. After the project is completed, organize relevant departments to conduct acceptance in strict accordance with national regulations and engineering construction contract, and conduct final accounting audit of the project.
Chapter VIII supplementary provisions
Article 28 matters not covered in these Rules shall be implemented in accordance with relevant national laws and regulations and the articles of association.
Article 29 the detailed rules shall be drafted by the general manager’s office of the company, and shall come into force after being deliberated and approved by the board of directors of the company. The same shall apply to the amendment.
Article 30 the power of interpretation of these rules belongs to the general manager’s office meeting.
Shanxi Panlong Pharmaceutical Group Limited By Share Ltd(002864) April 2002
