Chapter 1 General Principles
Article 1
To clarify the responsibilities and authority of the General Manager, standardize the behavior of management, and improve the corporate governance structure of Beijing Jinyi Cultural Development Co., Ltd. (hereinafter referred to as "the Company"), the Board of Directors has formulated these regulations in accordance with the Company Law of the People's Republic of China (hereinafter referred to as "the Company Law"), other relevant laws and regulations, and the Articles of Association of Beijing Jinyi Cultural Development Co., Ltd. (hereinafter referred to as "the Articles of Association").
Chapter 2 General Manager
Article 2
The Company shall have one General Manager, who shall be appointed or dismissed by the Board of Directors. Directors may also be appointed to concurrently serve as the General Manager.
Article 3
Individuals who fall under the circumstances specified in Article 178 of the Company Law or are identified as market entrants prohibited by the China Securities Regulatory Commission, and whose prohibition has not been lifted, shall not serve as the General Manager of the Company.
Article 4
The term of office for the General Manager is three years, and they may be reappointed.
Article 5
The General Manager is accountable to the Board of Directors and exercises the following powers:
- Preside over the Company's production and operational management, implement Board resolutions, and report work to the Board;
- Organize the implementation of the Company's annual operational plans and investment proposals;
- Draft the internal management structure of the Company;
- Draft the Company's basic management systems;
- Formulate specific regulations for the Company;
- Propose the appointment or dismissal of the Deputy General Manager and Chief Financial Officer to the Board;
- Decide on the appointment or dismissal of other management personnel not requiring Board approval;
- Other powers granted by the Articles of Association or the Board.
Article 6
The General Manager must fulfill the following obligations:
- Comply with national laws, regulations, and the Articles of Association;
- Execute Board resolutions;
- Earnestly perform duties and achieve predetermined operational management goals and indicators;
- Regularly or irregularly report work to the Board;
- Accept inquiries and supervision from the Board and the Audit Committee;
- Not engage in activities that compete with the Company or harm its interests;
- Not disclose the Company's trade secrets;
- Not use their authority to accept bribes or seek other illegal remuneration.
Article 7
The General Manager shall report to the Board or the Audit Committee on the signing and execution of significant contracts, as well as the use of funds and profit and loss situations, as required by the Board or the Audit Committee. The General Manager must ensure the authenticity of the report.
Article 8
The General Manager shall attend Board meetings but does not have voting rights if they are not a director.
Article 9
When making decisions related to employee wages, benefits, safety production, labor protection, and labor insurance that involve the direct interests of employees, the General Manager shall seek the opinions of the labor union or employee representative assembly in advance.
Article 10
The General Manager shall comply with laws, regulations, and the Articles of Association, fulfilling obligations of integrity and diligence.