Antu Biotech General Manager Work Rules (Revised in October 2025)
Zhengzhou Antu Bioengineering Co., Ltd. General Manager Work Rules
Zhengzhou Antu Bioengineering Co., Ltd.
General manager work rules
(Revised in October 2025)
Chapter 1 General Provisions
Article 1 In order to improve the governance structure of Zhengzhou Antu Bioengineering Co., Ltd. (hereinafter referred to as the "Company"), clarify the operational and management authority of the general manager of the company, standardize the operational and management behavior of the general manager of the company, and ensure the work efficiency and effective decision-making of the general manager of the company, these detailed rules are formulated in accordance with the Company Law of the People's Republic of China, the Stock Listing Rules of the Shanghai Stock Exchange, the Self-Regulatory Guidelines for Listed Companies on the Shanghai Stock Exchange No. 1 - Standardized Operations, and other laws and regulations and the Articles of Association of Zhengzhou Antu Bioengineering Co., Ltd. (hereinafter referred to as the "Articles of Association").
Article 2 The term “general manager” as mentioned in these rules refers to the general manager himself or other senior managers who are legally authorized to perform the duties of the general manager in the name of the general manager.
Article 3 The company shall have a general manager, who shall be appointed or dismissed by the company's board of directors. He shall be in charge of the company's daily operations and management, organize the implementation of the board of directors' resolutions, be responsible to the board of directors and report to the board of directors.
Chapter 2 General Manager’s Qualifications and Appointment and Removal Procedures
Article 4 The general manager and other senior managers shall meet the following conditions to hold office:
(1) Have rich economic theoretical knowledge, management knowledge and practical experience, and have strong comprehensive management capabilities;
(2) Have the ability to know people well and assign them well, mobilize the enthusiasm of employees, establish a reasonable organizational structure, coordinate various internal and external relations, and oversee the overall situation;
(3) Have a certain number of years of business management or economic work experience, master relevant national policies, laws and regulations, and be familiar with the production and operation business of the industry;
(4) Be honest, diligent, honest and fair;
(5) Have a strong sense of mission, responsibility and an enterprising spirit of active pioneering, be energetic and in good health.
Article 5 Anyone who falls under any of the following circumstances shall not serve as the general manager of the company:
(1) Having no capacity for civil conduct or having limited capacity for civil conduct;
(2) If a person is sentenced to a criminal penalty due to corruption, bribery, misappropriation of property, misappropriation of property or undermining the socialist market economic order, or is deprived of political rights due to a crime, and the execution period has not expired for more than five years, and he is sentenced to probation, he will be suspended from the date of expiration of the probation period. General Manager Work Rules of Zhengzhou Antu Bioengineering Co., Ltd.
less than two years since the beginning;
(3) Serving as a director, director, or manager of a company or enterprise undergoing bankruptcy liquidation, and being personally responsible for the bankruptcy of the company or enterprise, less than three years have elapsed since the date of completion of the bankruptcy liquidation of the company or enterprise;
(4) Serving as the legal representative of a company or enterprise that has had its business license revoked or ordered to close due to illegal activities, and bearing personal responsibility, and it has not been more than three years since the company or enterprise was revoked of its business license or ordered to close;
(5) An individual is listed as a dishonest person subject to execution by the people's court because of a relatively large amount of debt that has not been paid off when due;
(6) Those who have been determined to be banned from the market by the China Securities Regulatory Commission and the period has not yet expired;
(7) Being publicly determined by the stock exchange to be unfit to serve as a director or senior manager of the company;
(8) Other contents stipulated in laws, administrative regulations or departmental rules.
If the company appoints or appoints a general manager in violation of the provisions of this article, the appointment or appointment shall be invalid. If the general manager encounters any of the circumstances listed in this article during his tenure, the company shall dismiss him from his post.
Article 6 Persons who hold other positions other than directors in the company's controlling shareholder or actual controller shall not serve as senior managers of the company.
Article 7 Directors may be employed concurrently as general manager, deputy general manager or other senior management personnel, but the number of directors who concurrently hold the positions of general manager, deputy general manager or other senior management personnel shall not exceed one-half of the total number of directors of the company.
Article 8 The term of office of senior management personnel is three years, and they can be re-elected for consecutive terms.
The company's general manager, deputy general manager, financial director, etc. appointment procedures adopt the following methods:
(1) The general manager is nominated by the chairman and appointed by the board of directors;
(2) The deputy general manager, financial director, etc. shall be nominated by the general manager and appointed by the board of directors.
The company dismisses the general manager, deputy general manager, financial director, etc. in the following ways:
(1) To dismiss the general manager of the company, the chairman of the company should propose the intention and reasons for dismissal and submit it to the board of directors for review and decision;
(2) To dismiss the company's deputy general manager and financial director, the general manager shall submit his intention and reasons for dismissal and submit them to the board of directors for review and decision.
Chapter 3 Authority and Responsibilities of the General Manager
Article 9 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 plan and investment plan;
Zhengzhou Antu Bioengineering Co., Ltd. General Manager Work Rules
(3) Formulate a plan for the establishment of the company’s internal management organization;
(4) Formulate the company’s basic management system;
(5) Formulate specific regulations of the company;
(6) Request the board of directors to appoint or dismiss the company’s deputy general manager, financial director and other senior managers;
(7) Decide to appoint or dismiss management personnel other than those who shall be appointed or dismissed by the board of directors;
(8) Other powers granted by the Articles of Association or the board of directors.
The general manager attends board meetings.
Article 10 The general manager shall faithfully implement the resolutions of the shareholders' meeting and the board of directors. When exercising their powers, they cannot change the resolutions of the shareholders' meeting and the board of directors or exceed the scope of authorization.
Article 11 The general manager may designate a job agent, but the scope of agency and authority of the agency shall be clear.
Article 12 The general manager is solely responsible for the use of the company's funds and assets and the signing of major contracts, except for matters that are clearly stipulated in the Articles of Association and other internal rules of the company to be decided by the shareholders' meeting, the board of directors, or the chairman of the board of directors, or the shareholders' meeting explicitly authorizes the board of directors or the chairman of the board of directors to decide. Major matters should be reported to the board of directors for record in a timely manner.
Chapter 4 General Manager Office Meeting System
Article 13 The general manager's office meeting is an organization that organizes the implementation of the resolutions of the company's board of directors, studies matters that need to be submitted to the company's board of directors for review, studies and decides on the company's daily operations and management and other matters. It exercises its powers within the scope of the company's Articles of Association and the authorization of the board of directors, and is accountable to the board of directors.
Article 14 The general manager office meeting of the company is a regular meeting, convened and chaired by the general manager to discuss major matters related to the company's operation, management and development, as well as matters submitted to the meeting for consideration by various departments and subordinate companies.
Article 15 The main purposes of the general manager’s office meeting include:
(1) Research and decide on the company’s scientific research and development, production, marketing and other business plans;
(2) Study and decide on the establishment plan of the company’s internal management organization;
(3) Study the implementation methods of the company’s annual plans and investment plans approved by the shareholders’ meeting and the board of directors;
(4) Communicate relevant documents, instructions, decisions and board resolutions, and formulate implementation measures and methods;
(5) Organize and implement the company’s annual plan and investment plan approved by the shareholders’ meeting and the board of directors;
(6) Formulate, modify and improve the company’s operating principles, policies, rules and regulations;
(7) Listen to the work reports and reports of various departments, branches, and subsidiaries, and study, deploy and summarize the company's work; General Manager Work Rules of Zhengzhou Antu Bioengineering Co., Ltd.
(8) Prepare review and approval work points and work plans, important reward and punishment decisions, and the company’s financial budget and final accounts;
(9) Notify the company of personnel changes, organizational structure and reward and punishment decisions;
(10) Other matters that need to be reviewed and studied at the general manager’s office meeting.
Article 16 The time, procedures and conditions for the general manager’s office meeting:
For general manager office meetings, the general manager’s office is responsible for notifying the time and place of the meeting. When convening a general manager office meeting, all participants must be notified at least one day in advance.
The frequency of the general manager's office meetings should be based on the actual work, and the specific number of meetings should be decided by the general manager based on work needs.
Article 17 When any of the following circumstances occurs, the general manager shall decide whether to convene a meeting depending on the circumstances:
(1) When the general manager deems it necessary;
(2) When a member of the management proposes to convene;
(3) When there are important business and management matters that must be studied immediately;
(4) When emergencies occur.
Article 18 Personnel attending the general manager’s office meeting:
(1) The general manager’s office meeting shall be attended by the general manager and senior managers under his jurisdiction;
(2) The general manager’s enlarged office meeting shall be attended by the senior managers specified in the preceding paragraph, heads of relevant departments and other personnel deemed necessary by the general manager.
Article 19 The general manager’s office meeting should be recorded by a dedicated person and minutes should be formed after the meeting. The content of the meeting minutes mainly includes: meeting type, meeting time, time, location, host, participants, main content of the meeting and agreed matters. Resolutions on major matters should be reported to the board of directors after the meeting. The minutes of general manager office meetings should be kept in accordance with relevant confidentiality systems.
The general manager's office of the company is responsible for timely inspection of the implementation of matters resolved at the general manager's office meeting and providing feedback to the general manager.
Chapter 5 Proceedings and Approval Authority
Article 20 Within the scope of authorization of the board of directors, the general manager can review and approve relevant matters based on the actual operating conditions of the company. Any matters that exceed the authorized authority must be reported to the chairman of the board for approval.
Article 21 The company’s specific affairs are jointly managed by business departments and functional departments (including finance, administration, human resources, and legal). If there are any differences of opinion between department heads, they can be reported to the superior until the general manager makes a final decision and approval, or the general manager of Zhengzhou Antu Bioengineering Co., Ltd. General Manager Work Rules
The management shall be submitted to the Board of Directors and Shareholders Meeting for resolution in accordance with the procedures stipulated in the Articles of Association and Rules of Procedure.
Article 22 Financial management authority: Specific procedures and approval authority shall be clarified by the company's relevant financial regulations.
Article 23 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 24 Approval authority for investment funds: For investment projects approved by the investment committee, board of directors or shareholders' meeting, investment funds shall be paid in accordance with the contract, and shall be approved by the general manager or his authorized deputy general manager and countersigned by the financial person in charge.
Article 25 Authority to use the company's assets: Except for matters and authority clearly determined by the board of directors in the Articles of Association, the general manager has the right to use the company's assets within the scope of authorization. Major matters must be reported to the board of directors for record.
Article 26 Management expenses and financial expenses: The specific procedures and approval authority shall be clarified by the company's relevant financial regulations.
Article 27 Approval authority for payment of goods: The specific procedures and approval authority shall be clarified by the company's relevant financial regulations.
Article 28 Other approval authority of the general manager: The specific procedures and approval authority shall be clarified by the company's formulation of relevant regulations.
Chapter 6 Reporting System to the Board of Directors
Article 29 The general manager shall truthfully report relevant situations to the board of directors and ensure its authenticity; during the annual board meeting, the general manager shall submit the annual work report of the general manager to the board of directors.
Article 30 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) Major changes occur in the company’s production and operation conditions or environment;
(2) When the profit realized during the reporting period is significantly different from the profit budget;
(3) Abnormal changes in the company’s financial status;
(4) Matters involving major disputes with third parties during the execution of major contracts or during production and operation;
(5) Other major matters required by the board of directors.
Article 31 When the board of directors deems it necessary, the general manager shall report on the work as required.
Chapter 7 Supplementary Provisions
Article 32 Matters not covered in these rules shall be implemented in accordance with relevant national laws and regulations and the "Articles of Association"; these rules are such as the work rules of the general manager of Zhengzhou Antu Bioengineering Co., Ltd.
If it conflicts with the laws and regulations promulgated by the country in the future or the Articles of Association after legal procedures, the provisions of the relevant national laws, regulations and the Articles of Association shall be followed.
Article 33 The right to interpret these bylaws belongs to the board of directors and shall come into effect upon review and approval by the board of directors. The same applies to modifications.