Foshan Nationstar Optoelectronics Co.Ltd(002449)
System management system
Chapter I General Provisions
Article 1 in order to further standardize and strengthen the management of Foshan Nationstar Optoelectronics Co.Ltd(002449) system, this system is formulated in accordance with the articles of association and relevant provisions and in combination with the actual situation of the company.
Article 2 this system is applicable to Foshan Nationstar Optoelectronics Co.Ltd(002449) (hereinafter referred to as “the company”); The company to which Foshan Nationstar Optoelectronics Co.Ltd(002449) belongs shall refer to it.
Article 3 definition of terms
(I) the management system mentioned in this system refers to the normative documents printed and issued in the name of the company, the Party committee or various departments to adjust and restrict the internal management behavior and relationship of the company.
(II) the term “rules” in this system refers to normative documents that stipulate the procedures of a certain institution.
(III) the measures mentioned in this system include management measures and implementation measures. Management Measures refer to normative documents that put forward overall and principled requirements for a certain aspect of work; The implementation method refers to the normative document that puts forward specific requirements for a certain matter of a certain aspect of work.
(IV) the implementation rules mentioned in this system refer to the normative documents that further explain or supplement the management system, rules and methods.
(V) the guidance mentioned in this system refers to the normative document that puts forward suggestions on a certain aspect of work or a certain matter of a certain aspect of work.
(VI) the company referred to in this system refers to Foshan Nationstar Optoelectronics Co.Ltd(002449) This department;
The direct subordinate company mentioned in this system refers to the subordinate wholly-owned or holding company directly managed by the company or the company directly managed according to the management mode of wholly-owned or holding company; The “affiliated company” mentioned in this system refers to all wholly-owned, holding companies or companies with actual control under the company;
The joint-stock company mentioned in this system refers to the company or its affiliated company that directly or indirectly holds shares and does not have actual control.
Article 4 the establishment system shall follow the following principles:
(I) principle of legality and compliance: the system shall comply with laws, regulations, rules, superior normative documents and the articles of association.
(II) principle of applicability: the system should adapt to the company’s business scope, business structure, management status and risk control level, and be operable, and should be constantly updated with the changes of internal and external environment and the needs of operation and management.
(III) the principle of comprehensiveness: the content and scope of the system should fully cover the management business; The system should pay attention to systematicness and coordination, coordinate and match with the management process, and avoid conflict, intersection and omission between various systems.
(IV) normative principle: the system should be well structured, well-organized, accurate and standardized in terms and concise in writing.
Chapter II department responsibilities
Article 5 the legal compliance department is the centralized management department of the company’s system. It is responsible for: (I) reviewing the standardization of the company’s system;
(II) review the legitimacy of the company’s system;
(III) be responsible for the compliance interpretation of the company’s systems;
(IV) be responsible for organizing the compilation of the company’s system.
Article 6 the administrative office is the company’s system confidentiality review and release department, which is responsible for the confidentiality review and release of the company’s system information before release.
Article 7 The competent information department is responsible for providing information support.
Article 8 the company shall regularly carry out system evaluation. Specifically, the legal compliance department shall take the lead and the administrative office shall cooperate with each department of the company to form a system evaluation team to evaluate the system design and operation.
Article 9 all departments of the company are the formulation departments of the company’s system, which are responsible for:
(I) formulate the annual revision plan of the system within the scope of responsibilities of the Department (including formulation, revision, abolition, etc.);
(II) formulate systems within the scope of responsibilities of the Department, including drafting, soliciting opinions, submitting to relevant deliberative bodies for deliberation, etc;
(III) check the implementation of the system within the scope of responsibilities of the Department; (IV) sort out the systems within the scope of responsibilities of the Department and put forward opinions on supplement, revision or abolition in time;
(V) establish a list of systems within the scope of responsibilities of the Department, and timely update the content of relevant system information.
Chapter III types, levels and classification of institutional texts
Article 10 the company system is divided into six languages, including management system, rules, management measures, implementation measures, implementation rules and guidance.
Article 11 according to the definition of languages and the scope of the system, the six languages mentioned in Article 10 of this system are divided into the following two levels:
(I) first order system, i.e. basic system, including:
1. Management system;
2. Rules;
(II) second order system, i.e. specific system, including:
1. Management measures;
2. Implementation measures;
3. Implementation rules;
4. Guidance.
Chapter IV system format standards
Article 12 the title of a system shall reflect the subject matter of the system and the language of the system in a standardized and accurate manner.
The title of the system is generally composed of the name of the issuing unit, the theme of the system and the language. Under special circumstances, the title of the system may not reflect the name of the printing and distributing unit after being approved by the corresponding approvers of the system.
Article 13 for transitional, temporary or systems requiring trial operation for a period of time, the words “(Trial Implementation)” shall be added after the title of the system.
Article 14 the system style uses the format of chapters, sections, articles, paragraphs, items and purposes, among which chapters and articles are the basic form. The serial numbers of chapters, sections and articles are expressed in Chinese numerals in turn, and the serial numbers of paragraphs, items and purposes are expressed in the format of “(I)”, “1” and “(1)” in order.
Article 15 the title of Chapter I of the system is “General Provisions”, which shall include the following contents:
(I) the purpose of formulating the system;
(II) basis for formulating the system;
(III) definitions of relevant terms involved in the system;
The implementation rules do not need to list the original term definitions of the dependency measures repeatedly, except for supplementary explanations to the original term definitions of the dependency measures or supplementary definitions to the terms not defined in the dependency measures.
(IV) principles required by the system (if any);
(V) scope of application of the system.
Article 16 the title of the last chapter of the system is “Supplementary Provisions”, which shall include the following contents:
(I) handling measures for the inconsistency between the system and the provisions of laws, regulations and policies;
(II) handling of matters not covered in the system;
(III) interpretation organization of the system;
Except for the party construction, discipline inspection and personnel systems, the legal compliance department is responsible for the interpretation of compliance of all systems.
The formulation department authorized by the Party committee of the company is responsible for the interpretation of Party construction, discipline inspection and personnel system.
(IV) implementation time of the system;
1. The expression format of the implementation time of the system is “effective from * *, mm / DD / yy”;
2. The implementation time of the system is generally the first day of the next month from the date of deliberation and adoption by the final deliberative body of the system. However, if the system is not implemented immediately after deliberation and adoption by the final deliberative body of the system, which will hinder the implementation of the system, the date of issuance of the system can be taken as the implementation time; 3. If the new system replaces the old system, the name of the abolished system, the document number printed and issued for implementation and the time of abolition shall be indicated at the same time.
Article 17 for the system without chapters and sections, provisions containing the contents of Articles 15 and 16 of this system shall also be set in corresponding positions.
Article 18 If the scope of application of the system is not limited to the company, it should be clear in the terms of the scope of application that the directly affiliated company or its affiliated company should establish and improve the corresponding system, perform the corresponding internal decision-making procedures, and review and establish the perfect system by itself.
Article 19 the text of the system shall be in Fangsong three point font with 1.5 times line spacing.
Chapter V formulation, revision and abolition of the system
Article 20 the procedure for formulating the system is as follows:
(I) formulate departmental drafting system. If the functions of multiple departments are involved or need to be jointly implemented by multiple departments, the sponsoring department may jointly draft with relevant departments. (II) the formulation Department solicits the opinions of relevant parties on the draft system; Among them, the legal compliance department is responsible for reviewing the standardization of the draft system, including whether the style, structure and clause format of the draft system comply with the provisions of the system, reviewing the legitimacy of the draft system and putting forward legal review opinions; The general counsel shall put forward review opinions on the draft system based on the legal review opinions. If the general counsel is not configured, it shall be reviewed by the management leader of the legal compliance department, and if the management leader of the legal compliance department is not configured, it shall be reviewed by the president.
(III) the formulation Department adjusts the draft in combination with the written feedback of relevant parties.
(IV) the formulation department shall submit the adjusted system draft and system formulation description (including the adoption of the formulation department’s feedback from all parties, legal review opinions, etc.) to the relevant deliberative body for deliberation.
(V) after the system is reviewed and approved by the final review body, the administrative office (confidentiality Office) shall conduct confidentiality review and release before the release of system information. Article 21 all departments of the company shall review and collect opinions on the systems within their respective responsibilities from time to time, and timely revise or abolish the systems that need to be revised or abolished.
Article 22 in case of any of the following circumstances, the system shall be revised or abolished in time:
(I) the system is inconsistent with relevant laws, regulations, rules, policy documents or the articles of Association;
(II) the original laws, regulations, rules, policy documents or other systems of the company on which the system is based have become invalid;
(III) the matters specified in the system no longer exist, or have been implemented, or there is no need to continue to implement;
(IV) the “trial implementation” period of the system exceeds 3 years;
(V) changes in the internal and external environment of the company or the needs of operation and management; (VI) other situations that need to revise or abolish the system.
Article 23 the system revision procedures shall be implemented with reference to the provisions of Article 20 of this system; The abolition of the system shall be implemented with reference to the examination and approval authority specified in articles 25 and 26 of this system.
Article 24 for transitional, temporary or systems requiring trial operation for a period of time, the period of “trial implementation” shall be specified in the system, and the validity period of “trial implementation” shall not exceed 3 years from the date of implementation of the system.
After the expiration of the “trial implementation” period, the formulation department shall abolish the “trial implementation” system or delete the word “trial implementation” according to the operation of the system (after being approved according to the document issuance process of the administrative office one month before the expiration of the trial implementation period, the document shall be issued for formal implementation before the expiration of the trial implementation period).
Chapter VI system review process
Article 25 the review process of the first-order system is as follows:
(I) after the formulation Department adjusts the system draft according to the comments, it shall be submitted to the leader in charge of the formulation department for approval;
(II) after the system draft is approved by the leader in charge, it shall be submitted for deliberation according to the relevant system of “three important and one large”;
(III) after the draft system is reviewed and approved through the above process, the formulation department shall submit the draft system to the board of directors of the company for deliberation;
(IV) after the draft system is reviewed and approved by the board of directors of the company, the administrative office shall conduct confidential review before the release of system information and release the system.
Article 26 The review process of the second-order system is as follows:
(I) after the formulation Department adjusts the system draft according to the comments, it shall be submitted to the leader in charge of the formulation department for review;
(II) important second-order systems need to be submitted to the Party committee of the company for pre research and discussion;
(III) the draft system shall be submitted to the president’s office meeting of the company for deliberation after being reviewed and approved by the leader in charge or after being discussed and approved by the Party committee;
(IV) after the draft system is reviewed and approved by the president’s office meeting of the company, the administrative office shall conduct confidential review before the release of system information and release the system.
Article 27 in case of any major or principled amendment to the draft system that has been discussed and approved by the Party committee of the company in advance during the subsequent deliberation of the board of directors and the president’s office meeting of the company, the deliberation of the draft by the board of directors or the president’s office meeting shall be terminated. After being revised by the formulation department, it will re-enter the review process according to the provisions of articles 25 and 26 of the system.
Article 28 the review process of the company’s system shall be implemented in accordance with the provisions of articles 25, 26 and 27 of this system, but if there are special provisions on Party construction, discipline inspection, personnel and other systems, they shall be implemented in accordance with the special provisions.
Chapter VII system compilation
Article 29 each system and its attachment form shall have a separate number, and the system formulation department shall confirm the system number with the legal compliance department.
Article 30 the system number consists of the following four parts in order:
(I) the code of the formulation department shall be determined by the first Pinyin of the company’s abbreviation and the name of the formulation Department (subject to the company’s organization manual). For example, the number of the legal compliance department is nsfl. If the code of the formulation department is repeated, it shall be coordinated and determined by the legal compliance department;
(II) implementation time, specific to month and year, e.g. nsfl202112;
(III) applicable scope level codes, which are divided into three types: A, B and C. among them, “a” represents the system applicable to the company and its affiliated / directly affiliated companies; “B” stands for the system applicable only to the company; “C” stands for the system applicable to the affiliated company / directly affiliated company, such as nsfl202201b;
(IV) language level serial number, which is divided into 01 and 02. Among them, the first-order system is represented by 01 and the second-order system is represented by 02, for example nsfl202201b01; (V) the system serial number is represented by “01”, “02”, “03” according to the deliberation order of the Department’s system, for example nsfl202201b0101.
The numbering rules of the form in the system annex are: the number of the corresponding system + the form sequence number (two digits), for example nsfl202201b0101-01.
Article 31 the administrative office shall regularly summarize and print the system issued by the company, and timely update the system list, indicating the system status, version and other information.
Chapter VIII supplementary provisions
Article 32 Where the content of the system involves state secrets or company secrets, it shall be handled in accordance with the law
