Beijing Quanshi World Online Network Information Co.Ltd(002995)
General manager's working rules
April, 2002
catalogue
Chapter I General Provisions two
Chapter II qualifications and appointment procedures of the general manager two
Chapter III powers and responsibilities of the general manager three
Chapter IV Working Organization under the general manager five
Chapter V general manager office meeting five
Chapter VI responsibilities and division of labor of other senior managers six
Chapter VII assessment and incentive of the general manager seven
Chapter VIII reporting system eight
Chapter IX Supplementary Provisions eight
Beijing Quanshi World Online Network Information Co.Ltd(002995)
General manager's working rules
Chapter I General Provisions
Article 1 in order to further improve the corporate governance structure of Beijing Quanshi World Online Network Information Co.Ltd(002995) (hereinafter referred to as "the company") and standardize the work of the general manager of the company, these rules are formulated in accordance with the company law of the people's Republic of China (hereinafter referred to as "the company law"), Beijing Quanshi World Online Network Information Co.Ltd(002995) articles of Association (hereinafter referred to as "the articles of association") and relevant regulations.
Article 2 the company shall set up one general manager (also known as "President") and several deputy general managers according to law. The general manager shall preside over the daily operation and management of the company, organize the implementation of the resolutions of the board of directors and be responsible to the board of directors.
Chapter II qualifications and appointment procedures of the general manager
Article 3 the general manager shall meet the following conditions:
(I) have a strong sense of responsibility, be proactive, loyal and diligent, perform official duties honestly, be democratic and fair, etc; (II) have a high degree of professionalism, fully perform their duties and faithfully safeguard the interests of the company; (III) strictly abide by the company's trade secrets;
(IV) have rich professional knowledge and ability in strategic planning, operation management and interpersonal communication; (V) have a certain number of years of enterprise management or related work experience.
Article 4 under any of the following circumstances, he shall not serve as the general manager of the company:
(I) having 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 general 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) the market entry prohibition measures taken by the CSRC not to serve as directors, supervisors and senior managers of listed companies have not expired;
(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, or being publicly condemned by the stock exchange or criticized in more than three circulars within the last 36 months;
(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) being publicized by the CSRC on the public inquiry platform of illegal and dishonest information in the securities and futures market, or being included in the list of dishonest Executees by the people's court;
（11） Other circumstances stipulated by laws, administrative regulations or departmental rules.
If the company employs the general manager in violation of the above provisions, the appointment is invalid. If the general manager encounters the above circumstances during his term of office, the company may dismiss him.
Article 5 the company shall have a general manager. According to the needs of operation and management, the company shall have several deputy general managers, who shall be appointed or dismissed by the board of directors. A director may be employed concurrently as the general manager, deputy general manager or other senior managers. The total number of directors who concurrently serve as the company's senior managers and staff representatives in the board of directors shall not exceed one-half of the total number of directors of the company.
The general manager shall be nominated by the chairman of the company and appointed or dismissed by the board of directors.
Article 6 The term of office of the general manager appointed by the board of directors is three years and can be reappointed.
Chapter III powers and duties of the general manager
Article 7 the general manager shall exercise the following functions and powers in accordance with the company law, the articles of association, the company's rules and regulations and internal control procedures:
(I) preside over the 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) 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 (also known as "vice president" or "SVP") and financial director (also known as "financial director" or "CFO");
(VII) decide on the appointment or dismissal of management personnel other than those who should be decided by the board of directors;
(VIII) other functions and powers authorized by the articles of association or the board of directors.
Where the articles of association have other provisions on the functions and powers of the manager, such provisions shall prevail. The manager shall attend the meeting of the board of directors as nonvoting delegates.
Article 8 the general manager shall not commit any of the following acts:
(I) misappropriation of company 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) accept the Commission of other people's transactions with the company as their own;
(VII) disclose company secrets without authorization;
(VIII) other acts violating the duty of loyalty to the company.
The income obtained by the general manager, deputy general manager and assistant general manager in violation of the provisions of the preceding paragraph shall belong to the company. Article 9 daily important operation and management procedures of the company
(I) working procedures of investment projects
The general manager presides over the implementation of the company's investment plan. When implementing the investment projects authorized and approved by the company at different levels, the general manager shall require relevant departments to formulate investment scheme research. If it belongs to the approval authority of the board of directors, it must be reported to the board of directors for approval before implementation; If it exceeds the authority of the board of directors, it shall be implemented after being approved by the general meeting of shareholders.
After the implementation of the investment project, the project executor and supervisor shall be determined to implement, track and inspect the implementation of the project.
(II) financial management procedures
According to the division of the company's authority, large sums of money, important and daily expenses or property transfer, as well as specific management measures, shall be implemented in accordance with the company's financial management system.
Article 10 the general manager shall abide by the obligations of loyalty and diligence stipulated in the articles of association and perform the following duties:
(I) maintain the property rights of the company's legal person, ensure the preservation and appreciation of the company's assets, and correctly handle the interest relationship between the owner, the company and employees;
(II) 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; All decisions involving the vital interests of employees shall be reported to the trade union;
(III) organize all aspects of the company to implement the work tasks and business objectives determined by the board of directors, promote the economic responsibility system, and ensure the completion of all work tasks and business objectives;
(IV) analyze and study market information, organize research and development of new products, and enhance the company's market adaptability and competitiveness;
(V) organize the implementation of the total quality management system and improve the level of product quality management;
(VI) take practical measures to promote the company's technological progress and management modernization, improve economic benefits and enhance the company's ability of self transformation and self-development;
(VII) attach importance to safe production, do a good job in fire control and environmental protection;
(VIII) other duties required by the articles of association or the board of directors.
Chapter IV Working Organization under the general manager
Article 11 according to the resolution of the board of directors, the company sets up R & D empowerment Center (including relevant departments of product R & D), marketing empowerment Center (including various sales business groups, channel departments and other departments), middle and back office management center (including financial department, internal control department, human resources department, administration department and other functional departments). All departments assist the general manager in performing his duties according to the division of labor, implement the general manager's management instructions and put forward auxiliary decision-making suggestions.
Article 12 If the matters discussed at the meeting fall within the scope of authority of the board of directors or the general meeting of shareholders specified in the articles of association and other systems, the general manager shall submit such matters to the board of directors for deliberation in accordance with the relevant provisions of the company after deliberation at the meeting.
Chapter V general manager office meeting
Article 13 the general manager's office meeting discusses the company's operation, management, development and other major issues as well as the matters submitted to the meeting for deliberation by various departments. The participants are the general manager, deputy general manager, financial director, Secretary of the board of directors and other senior managers. The chairman can be invited to participate, and relevant personnel of the company can be invited to participate according to the topics of the meeting. The general manager's office of the company shall notify all participants in writing or by telephone 1 day before the meeting. In case of emergency, it is not limited by the time and form of signing the notice. Participants must be present on time. Those who cannot attend the meeting for some reason must ask for leave in advance. The general manager's office meeting shall be decided by the general manager as necessary.
Article 14 under any of the following circumstances, the general manager shall convene an interim general manager's office meeting:
(I) when the general manager deems it necessary;
(II) when proposed by the directors;
(III) when proposed by the supervisor;
(IV) when two or more deputy general managers propose.
Article 15 according to the articles of association, matters that fail to meet the deliberation standards of the board of directors shall be deliberated and approved by the general manager's office meeting.
Article 16 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 17 the general manager's office meeting shall fully discuss the specified topics and strive to reach an agreement. In case of disagreement, the general manager or the deputy general manager designated by the general manager to preside over the meeting shall have the right to make a final decision on the topics of the meeting.
Article 18 the general manager's office meeting shall be recorded by the assistant general manager. The meeting minutes shall record the whole process of the formation of the meeting resolution, which shall be signed and confirmed by all participants, sorted out and kept as the company's archives. Chapter VI responsibilities and division of labor of other senior managers
Article 19 the company shall have several deputy general managers and one financial director, who shall be nominated by the general manager and appointed or dismissed by the board of directors; One secretary of the board of directors shall be nominated by the chairman and appointed or dismissed by the board of directors.
The general manager, deputy general manager, financial director and Secretary of the board of directors of the company are senior managers of the company. Article 20 main responsibilities of the Deputy General Manager
(I) the deputy general manager shall be responsible to the general manager for the business and daily work in his charge and report to the general manager regularly;
(II) other matters assigned by the board of directors, chairman and general manager.
Article 21 main responsibilities of the person in charge of Finance
(I) the person in charge of Finance shall be responsible to the general manager for the business and daily work in charge of financial management and accounting, and report to the general manager regularly;
(II) establish and improve the internal control system in accordance with relevant national financial laws and regulations;
(III) be responsible for formulating the company's financial budget and final accounts, establishing and improving the accounting system, and providing financial opinions and suggestions to the company's directors, supervisors and general manager; Be responsible for the company's financial report and financial information disclosure;
(IV) be responsible for raising and using the company's funds and maintaining the safe and effective operation of funds;
(V) other matters assigned by the board of directors, the chairman and the general manager.
Article 22 main responsibilities of the Secretary of the board of directors
(I) be responsible for the company's information disclosure, coordinate the company's information disclosure, organize the formulation of the company's information disclosure management system, and urge the company and relevant information disclosure obligors to abide by the relevant provisions of information disclosure; (II) be responsible for organizing and coordinating the management of investor relations of the company, and coordinating the information communication between the company and securities regulatory authorities, shareholders, actual controllers, intermediaries, media, etc;
(III) organize and prepare the meetings of the board of directors and the general meeting of shareholders, participate in the meetings of shareholders, the board of directors and the board of supervisors, and be responsible for the minutes of the meetings of the board of directors and the general meeting of shareholders and sign them;
(IV) be responsible for the confidentiality of the company's information disclosure, and timely report and announce to Shenzhen Stock Exchange in case of disclosure of undisclosed major information;
(V) pay attention to the rumors of relevant companies and take the initiative to verify the truth, and urge the board of directors and other relevant subjects to respond to all inquiries of Shenzhen Stock Exchange in time;
(VI) organize directors, supervisors and senior managers to receive training on securities laws and regulations, the Listing Rules of Shenzhen Stock Exchange and relevant provisions, and assist the above-mentioned personnel to understand their respective responsibilities in information disclosure;
(VII) supervise and urge the directors and senior management personnel of Shenzhen Stock Exchange to earnestly abide by the provisions of the Shenzhen Stock Exchange, the articles of association and other relevant regulations of Shenzhen Stock Exchange; When knowing that the company, directors, supervisors and senior managers have made or may make resolutions in violation of relevant provisions, they shall remind them and report to Shenzhen stock exchange immediately and truthfully;
(VIII) be responsible for the company's shares and their derivatives
