Chapter 1 General Principles
Article 1
To standardize the production and operational management of Shenzhen Zhiwei Intelligent Technology Co., Ltd. (hereinafter referred to as "the Company"), promote institutional, standardized, and scientific management, improve management levels, and effectively protect the legitimate rights and interests of shareholders, these work regulations are formulated in accordance with the Company Law of the People's Republic of China (hereinafter referred to as "the Company Law") and other relevant laws, regulations, and the Articles of Association of Shenzhen Zhiwei Intelligent Technology Co., Ltd. (hereinafter referred to as "the Articles of Association"), combined with the actual situation of the Company.
Article 2
The Company shall have a manager who presides over the daily production, operation, and management work, organizes the implementation of board resolutions, and is accountable to the board of directors.
Article 3
The manager shall comply with the relevant provisions of laws, regulations, departmental rules, normative documents, and the Articles of Association, and shall perform their duties with integrity, loyalty, and diligence.
Article 4
The manager's performance of duties shall align with the maximum interests of the Company and all shareholders, handling Company affairs within their authority and authorization with reasonable caution, attention, and due ability, and shall not exploit their position for actions that harm the interests of the Company and shareholders.
Article 5
The manager shall strictly execute relevant board resolutions and shall not unilaterally change, refuse, or passively execute board resolutions. If circumstances change and may seriously affect the progress or results of resolution execution, they shall promptly report to the board.
Article 6
The manager shall timely report to the board on significant events and changes in the Company's operations or finances, ensuring the right to information for directors and the board secretary.
Chapter 2 Appointment and Dismissal of the Manager
Article 7
The following individuals shall not serve as the Company's manager or other senior management personnel:
- Individuals without civil capacity or with limited civil capacity;
- Individuals convicted of embezzlement, bribery, misappropriation of property, or disrupting the socialist market economy, or those deprived of political rights due to criminal convictions, within five years of sentence completion or two years from the end of probation;
- Individuals who served as directors or managers of companies that went bankrupt due to mismanagement and are personally liable, within three years from the completion of bankruptcy liquidation;
- Individuals who served as legal representatives of companies whose business licenses were revoked due to violations and are personally liable, within three years from the revocation;
- Individuals listed as dishonest executors by the people's court for failing to repay large debts;
- Individuals subject to market entry bans by the China Securities Regulatory Commission, within the ban period;
- Individuals deemed unsuitable for serving as directors or senior management by securities trading venues, within the ban period;
- National civil servants shall not concurrently serve as the Company's manager;
- Other provisions stipulated by laws, regulations, or rules.
Article 8
The Company shall have one manager, several deputy managers, one financial officer, and one board secretary. These senior management personnel form the Company's management team, presiding over daily production, operation, and management work, and organizing the implementation of board resolutions. Directors may be appointed as managers, deputy managers, or other senior management personnel, but the total number of directors serving as senior management personnel shall not exceed half of the total number of directors. The manager and other senior management personnel must be full-time and shall not hold positions other than directors or supervisors in the controlling shareholder or actual controller's unit, nor receive salaries from other enterprises controlled by the controlling shareholder or actual controller.