Jimin Health Management Co., Ltd. "General Manager Work Rules" (revised in November 2025)
Jimin Health Management Co., Ltd.
General manager work rules
Chapter 1 General Provisions
Article 1 In accordance with the requirements of the modern enterprise system and in order to further improve the governance structure of Jimin Health Management Co., Ltd. (hereinafter referred to as the "Company"), these working rules are specially formulated in accordance with the Company Law of the People's Republic of China (hereinafter referred to as the "Company Law"), the "Code of Governance of Listed Companies" and other laws, regulations and rules, as well as the relevant provisions of the Articles of Association of Jimin Health Management Co., Ltd. (hereinafter referred to as the "Articles of Association").
Article 2 The general manager is appointed by the board of directors, is responsible for presiding over the company's daily operations and management, organizes the implementation of board resolutions, and is responsible to the board of directors.
Chapter 2 Responsibilities and Division of Labor
Article 3 The general manager shall exercise the following powers:
(1) Preside over the company’s production, operation and management work, organize the implementation of board resolutions, and report work to the board of directors;
(2) Organize and implement the company’s annual business plan and investment plan;
(3) Formulate a plan for the establishment of the company’s internal business management organization;
(4) Formulate the company’s basic management system;
(5) Formulate specific company regulations;
(6) Review and approve related transactions in which the transaction amount (including debts and expenses assumed) between the company and related natural persons is less than RMB 300,000; or review and approve related transactions in which the transaction amount (including debts and expenses assumed) between the company and related legal persons (or other organizations) is less than RMB 3 million, or related transactions that account for no more than 0.5% of the absolute value of the company's latest audited net assets;
(7) Review and approve investment matters within the scope of authority;
(8) Review and approve matters where the company’s purchase and sale of major assets within one year accounts for less than 0.5% of the company’s latest audited total assets;
(9) Review and approve entrusted financial management matters whose transaction amount accounts for less than 0.5% of the company’s latest audited total assets;
(10) Review and approve loans whose single amount or cumulative amount within a full accounting year is less than 0.5% of the latest audited total assets of the company;
(11) Review and approve the company’s daily operating contracts;
(12) Request the company’s board of directors to appoint or dismiss the company’s deputy general manager and financial director;
(13) Request the company’s board of directors to appoint or dismiss the general manager and financial director of a branch or wholly-owned subsidiary;
(14) Decide to appoint or dismiss responsible management personnel other than those who shall be appointed or dismissed by the board of directors;
(15) Articles of association and other powers granted by the board of directors.
Article 4 The deputy general manager shall exercise the following powers:
(1) Assist the general manager in his work and be responsible to the general manager;
(2) In accordance with the division of labor decided by the general manager, be in charge of the corresponding departments or work;
(3) Within the scope authorized by the general manager, be fully responsible for all the work of the supervisor and assume corresponding responsibilities;
(4) Within the scope of the supervisory work, have the right to make recommendations to the general manager on the appointment and removal of personnel in key positions, organizational changes and other matters; have the right to make decisions on the appointment and removal of personnel in non-key positions;
(5) Have the right to convene business coordination meetings within the scope of management, determine the meeting date, topics, and attendees, and report the meeting results to the general manager;
(6) In accordance with the company's business approval authority, approve or review the business development of the department in charge, and assume corresponding responsibilities;
(7) Have the right to make recommendations to the general manager on major matters of the company;
(8) Other matters assigned by the general manager.
Article 5 The person in charge of finance shall exercise the following powers:
(1) Be in charge of the company’s financial work, be responsible to the board of directors, and carry out daily work under the leadership of the general manager;
(2) According to laws, administrative regulations and the provisions of relevant state departments, formulate the company's financial accounting system and submit it to the board of directors for approval;
(3) Based on the actual situation of the company, formulate the authority regulations for the use of the company’s funds and assets and the signing of major contracts, and submit them to the general manager for approval;
(4) In accordance with the relevant provisions of the company's articles of association, complete the preparation of the company's quarterly, interim and annual financial reports on time and ensure their authenticity and reliability;
(5) In accordance with the division of labor decided by the general manager, be in charge of finance and other corresponding departments or work, and assume corresponding responsibilities;
(6) Have the right to make recommendations to the general manager on the appointment and removal of corresponding personnel, organizational changes and other matters within the scope of financial and supervisory work;
(7) According to the company's accounting system, review the use of business funds and expenses, and assume corresponding responsibilities;
(8) Regularly and irregularly submit analysis reports on the company's financial status to the board of directors (or the professional committee authorized by the board of directors) and the general manager, and propose corresponding solutions;
(9) Maintain communication between the company and financial institutions to ensure the financial support required for normal operations;
(10) Other matters assigned by the general manager.
Chapter 3 Regular General Manager Office Meeting
Article 6 The general manager office meeting refers to the regular office meeting convened by the general manager.
Article 7 The members of the company's general manager office meeting include the company's general manager, deputy general manager, and financial controller; general managers of each business center; and managers of each functional department.
Article 8 The general manager office meeting of the company shall be held once a month, chaired by the general manager, and attended by members of the general manager office meeting and temporarily invited persons related to the topic. Discuss and analyze the implementation progress of the company's annual business plan, arrange the main work for the next stage, matters submitted to the meeting for review by each department or subordinate unit, and other matters deemed necessary by the general manager.
Article 9 The main purposes of the general manager’s regular office meetings include:
(1) Check the execution progress of important tasks of the company’s operation and management;
(2) Understand the overall situation and make judgments on whether recent business goals can be achieved;
(3) Balance each business unit and make necessary plan adjustments;
(4) Necessary personnel changes;
(5) Emphasize and guide matters that need priority;
(6) Understand market changes and respond quickly;
(7) Share best practical experience;
(8) Collect data to facilitate coordination, management, and planning improvements.
Article 10 The general manager may temporarily convene other special or comprehensive meetings based on work needs, and decide on the date, topics, attendees, etc.
Chapter 4 Proceedings and Approval Authority
Article 11 Within the scope of authority authorized by the board of directors, the general manager may review and approve relevant matters based on the actual operating conditions of the company. Anything exceeding the authority must be reported to the board of directors for approval.
Article 12 The company adopts a matrix structure and is jointly managed by business departments and functional departments (including finance, administration, human resources, and legal). If the heads of the two departments have differences of opinion, they can report to the superior until the general manager makes a final decision and approval.
Article 13: Approval authority for matters within the budget of each business center (including annual budget, individual budget) and within the scope of authorization shall be granted to the relevant person in charge of each business center; matters exceeding the budget of each business center and beyond the scope of authorization shall be reported to the general manager for signature and approval after review by the financial person in charge.
Article 14 Personnel management authority: The transfer, dismissal and new hiring of all key positions in the company must be reported to the general manager for approval. In addition to the personnel hired by the board of directors, the general manager has the right to make adjustments to all personnel of the company, and adjustments to particularly important personnel must be reported to the board of directors for record.
Article 15 Approval authority for investment funds: For investment projects approved by the board of directors or shareholders' meeting, investment funds shall be paid in accordance with the contract and shall be reviewed and approved by the general manager or his authorized deputy general manager and countersigned by the financial person in charge. There is no limit on the amount.
Article 16 The authority to use the company's assets: Except for the matters and authority clearly determined by the board of directors in the company's articles of association, the general manager has full authority to use them. Major matters must be reported to the board of directors for record.
Article 17 Decision-making authority for major contracts:
(1) Daily operating contracts (including but not limited to purchase contracts, sales contracts, service contracts, licensing contracts): non-related transactions with a transaction amount of less than 6 million yuan shall be reviewed by the financial person in charge and submitted to the general manager for approval;
(2) Contracts for external investment, acquisition and sale of assets, loans, entrusted financial management, and related transactions: contracts that are clearly subject to approval by the board of directors or shareholders' meeting in the company's articles of association shall be signed with the approval of the board of directors or shareholders' meeting. Contracts within the scope of approval authority of the general manager shall be approved and signed by the general manager and reported to the board of directors for record;
(3) Other contracts: signed with the approval of the general manager, and any major matters shall be reported to the board of directors for record.
Article 18 Management expenses and financial expenses: The specific procedures and approval authority shall be clarified by the company's relevant financial regulations.
Article 19 Approval authority for payment: if a single amount exceeds RMB 30,000, it shall be reviewed by the financial person in charge and then reported to the general manager for approval.
Article 20 Other approval powers of the general manager
(1) Approval of all funds within the annual budget;
(2) All litigation, arbitration and corresponding payments.
Chapter 5 Reporting System to the Board of Directors
Article 21 The general manager shall report work to the board of directors regularly or irregularly according to the requirements of the board of directors, including but not limited to:
(1) Periodic reports. Periodic reports are prepared by the Finance Headquarters and submitted within the deadline required by the Board of Directors. Regular reports include annual reports, semi-annual reports, quarterly reports, and monthly reports.
(2) The implementation of the company’s annual plan and existing problems and countermeasures in production and operations;
(3) The signing and implementation of the company’s major contracts;
(4) Fund utilization and profit and loss;
(5) Progress of major investment projects;
(6) Implementation of resolutions of the company’s board of directors;
(7) Other special reports required by the board of directors.
Article 22 When the board of directors deems it necessary, the general manager shall report on the work as required.
Article 23 The audit report of the company's internal audit institution shall be submitted to the general manager and the audit committee of the board of directors at the same time. If there are differences of opinion between the general manager and the audit committee, they will be reported to the board of directors.
Chapter 6 Supplementary Provisions
Article 24 Matters not covered in these detailed rules shall be implemented in accordance with the relevant national laws and regulations and the company's articles of association; if these detailed rules conflict with laws and regulations promulgated by the country in the future or the company's articles of association after legal procedures, they shall be implemented in accordance with the relevant national laws, regulations and the company's articles of association, and shall be revised immediately and submitted to the board of directors for review and approval.
Article 25 These rules shall be implemented upon approval by the board of directors.
Article 26 The right to interpret these rules belongs to the company's board of directors.