Ruichuang Micro-Nano: General Manager's Work Rules (Revised in January 2025)
DATE:  Jan 07 2025

Yantai Ruichuang Micro-Nano Technology Co., Ltd

General Manager's Work Rules

(This system was reviewed and implemented at the 21st meeting of the third board of directors of the company)

Chapter I: General Provisions

Article 1 In order to further improve the corporate governance structure of Yantai Ruichuang Micro-Nano Technology Co., Ltd. (hereinafter referred to as the "Company"), meet the needs of the company's business development, promote the effective implementation of the company's strategy, standardize the behavior of the general manager and the management team led by him, and ensure that the general manager exercises his powers in accordance with the law, these rules are formulated in accordance with the provisions of the Company Law of the People's Republic of China (hereinafter referred to as the "Company Law") and the Articles of Association of Yantai Ruichuang Micro-Nano Technology Co., Ltd. (hereinafter referred to as the "Articles of Association").

Article 2 The general manager is the person in charge of the daily operation and management of the company under the leadership of the board of directors, responsible for implementing the resolutions of the general meeting of shareholders and the board of directors, presiding over the production, operation and daily management of the company, and being responsible to the board of directors.

Article 3 These Rules are binding on the senior management personnel stipulated in the Articles of Association.

Chapter II Appointment and dismissal of general manager and qualifications

Article 4 The company shall have a general manager, who shall be appointed or dismissed by the board of directors in accordance with the provisions of the general manager rotation management system.

Article 5 The general manager adopts a rotation system, and the term of appointment is 12 months, and the re-appointment can be re-elected.

Article 6 The general manager shall meet the following conditions:

(1) Have good personal character and professional ethics, and safeguard the interests of the state, enterprises, investors and employees;

(2) Have a college degree or above and intermediate or above professional and technical positions, have rich experience in business management, be familiar with production and operation business and relevant economic laws and regulations, and be competent for business management;

(3) Have strong organizational and leadership skills, know people well, keep close contact with the masses, have a democratic style, a spirit of hard work and a pioneering consciousness;

(4) Young, healthy, and competent for the job.

Article 7 A person who has the circumstances specified in Article 178 of the Company Law and who has been determined by the China Securities Regulatory Commission to be prohibited from entering the market and has not been lifted shall not serve as the general manager of the company.

Article 8 During his tenure, the general manager may submit his resignation to the board of directors, and the specific procedures and measures for the resignation of the general manager shall be implemented in accordance with the provisions of the articles of association.

Chapter 3 Responsibilities of the General Manager

Section 1 Functions and powers of the general manager

Article 9 The general manager shall be responsible to the board of directors and exercise the following functions and powers:

(1) Preside over the company's production and operation management, organize and implement board meetings, and report 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 management organization;

(4) Formulate the basic management system of the company;

(5) Formulating specific rules and regulations of the company;

(6) Propose to the board of directors to appoint or dismiss the company's deputy general manager and financial director;

(7) To decide on the appointment or dismissal of responsible management personnel other than those who shall be appointed or dismissed by the board of directors;

(8) Decide on the rewards and punishments of the company's employees;

(9) Other functions and powers stipulated in the Articles of Association or authorized by the Board of Directors.

The General Manager attends Board meetings and non-Managing Directors have no voting rights on the Board of Directors. When the general manager exercises the functions and powers in item (9) above, he shall report the relevant matters to the board of directors for the record within 15 days after the approval of the general manager. In the exercise of his or her powers, the General Manager may submit matters that he or she deems necessary to be submitted to the Board of Directors for deliberation.

Article 10 In case of emergency, in order to maximize the interests of the company, the general manager may have the right to temporarily dispose of business issues that do not fall within his scope of authority and must be decided immediately, but the disposal shall be reported to the board of directors through the secretary of the board of directors at the same time.

Section 2 Responsibilities and obligations of the general manager

Article 11 The general manager must abide by the laws, regulations and the Articles of Association, and accept the supervision of the board of directors and the board of supervisors. Strictly implement the provisions of laws and regulations and the Articles of Association, as well as the resolutions of the general meeting of shareholders and the board of directors.

Article 12 The general manager shall, in accordance with the requirements of the board of directors or the board of supervisors, submit a report to the board of directors or the board of supervisors

Fulfillment of reporting obligations.

Article 13 The general manager must fulfill the duty of loyalty and diligence, and shall not use his authority to accept bribes or other illegal income, and shall not embezzle the company's property.

Article 14 The general manager shall not have the following acts:

(1) misappropriation of company funds;

(2) Storing the company's funds in an account opened in his or her own name or in the name of another individual;

(3) Violating the provisions of the Articles of Association by lending the company's funds to others or providing security for others with the company's property without the consent of the general meeting of shareholders or the board of directors;

(4) Entering into contracts or conducting transactions with the Company in violation of the provisions of the Articles of Association or without the consent of the general meeting of shareholders;

(5) Without the consent of the general meeting of shareholders, taking advantage of his position to seek business opportunities belonging to the company for himself or others, or operating the same type of business as the company for himself or for others;

(6) Accepting commissions from others for transactions with the Company as their own;

(7) Disclosing company secrets without authorization during or after leaving office;

(8) Using its affiliation to harm the interests of the company;

(9) Other acts that violate the duty of loyalty to the company.

The income obtained by the general manager in violation of the provisions of the preceding paragraph shall belong to the company.

Chapter 4 Other senior management personnel of the company

Article 15 The company shall have several deputy general managers and a chief financial officer, and the deputy general manager and chief financial officer shall be nominated by the general manager and appointed by the board of directors to jointly assist the general manager in carrying out their work.

Article 16 The senior management personnel of the company except the general manager shall be appointed for a term of three years, and may be re-appointed.

Other senior management personnel shall continue to perform their duties until the Board of Directors appoints new senior management personnel upon the expiration of their term of employment.

Article 17 Functions and powers of the Deputy General Manager:

(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 of the authorization of the general manager, be fully responsible for the work of the supervisor and assume the corresponding responsibilities;

(4) Within the scope of the supervisor's work, make suggestions to the general manager on the appointment and dismissal of corresponding personnel, organizational changes and other matters;

(5) Have the right to convene a business coordination meeting within the scope of the supervisor's work, determine the date, topics, attendees, etc., and report the results of the meeting to the general manager after the meeting;

(6) In accordance with the provisions of the company's business approval authority, approve or review the business development of the competent department, and assume the corresponding responsibilities;

(7) To make suggestions to the general manager on major matters related to the company;

(8) Complete other tasks assigned by the general manager.

Article 18 Functions and powers of the Chief Financial Officer:

(1) Be in charge of the company's financial work and be responsible to the general manager;

(2) In accordance with the provisions of laws, regulations and competent departments, formulate the company's financial accounting system and submit it to the general manager for approval and the board of directors for approval;

(3) In accordance with the relevant provisions of the Articles of Association, complete the preparation of the company's quarterly, semi-annual and annual financial reports on time and ensure their authenticity;

(4) To make suggestions to the general manager on matters such as the appointment and dismissal of personnel and the change of organization within the scope of finance and supervisor's work;

(5) In accordance with the provisions of the company's accounting system, review the use of business funds and expenses, and bear the corresponding responsibilities;

(6) Provide analysis reports on the company's financial situation to the general manager on a regular or irregular basis, and propose solutions;

(7) Communicate the contact between the company and financial institutions to ensure the financial support required for normal operation;

(8) Complete other tasks assigned by the general manager.

Article 19 Other senior management personnel of the company must cooperate closely and support each other in their work.

Article 20 The responsibilities and obligations of the general manager in these rules apply to other senior management personnel.

Article 21 Matters related to the appointment of the secretary of the board of directors of the company shall be implemented in accordance with the Articles of Association and other relevant systems of the company.

Chapter 5 General Manager Reporting System

Article 22 The general manager shall, in accordance with the requirements of the board of directors and the board of supervisors, report to the directors on a regular or irregular basis

The chairman, the board of directors or the board of supervisors report on their work.

Article 23 The general manager shall, within 6 months after the end of the previous financial year, make a report on the company's business in the previous year

Significant matters in the management of the business shall be submitted and reported to the Board of Directors in writing.

Article 24 If the chairman, the board of directors or the board of supervisors deems it necessary, the general manager shall report the relevant work as required within 3 days after receiving the notice from the chairman, the board of directors or the board of supervisors.

Article 25 In the implementation of the decision of the chairman of the board, if there is a major change in the situation, the general manager shall report to the chairman of the board of directors in a timely manner.

Article 26 In the event of any of the following circumstances, the general manager or other senior management personnel shall report to the board of directors and the board of supervisors in a timely manner:

(1) In the process of implementing the resolutions of the board of directors and the general meeting of shareholders, if there is a major change in the situation, which may adversely affect the interests of the company;

(2) When a major litigation or arbitration case or major administrative penalty occurs in the company, which has or may have a greater impact on the company's production and operation;

(3) There are major changes in the internal and external production and operation environment such as the development prospects of the industry, the national industrial policy, the tax policy, the business model, the product structure, the prices of the main raw materials and products, and the main customers and suppliers;

(4) It is expected that the company's operating performance will suffer losses, turn losses into profits, or make significant year-on-year changes, or there is a large difference between the company's actual operating performance and the performance forecast;

(5) The occurrence of other matters that may have a greater impact on the trading price of the company's shares and its derivatives or other major events stipulated in the Listing Rules of the Science and Technology Innovation Board of the Shanghai Stock Exchange;

(6) Other work that may have a greater impact on the company's production, operation and financial condition, or that the general manager deems necessary to report to the board of directors and the board of supervisors.

Article 27 The general manager shall be obliged to report directly to the board of directors within 2 days of the occurrence of any of the following circumstances during his tenure:

(1) When an individual is involved in criminal proceedings;

(2) When becoming a defendant in a civil lawsuit in which debts due and cannot be paid;

(C) by the administrative supervision department or discipline inspection organs when the case is investigated;

(4) The bankruptcy liquidation of other companies and enterprises serving as directors or factory directors or general managers;

(5) Other companies or enterprises for which they serve as legal representatives have their business licenses revoked or ordered to close down due to violations

Close.

Article 28 The general manager's regular report shall be in written form, and in addition, the general manager may make irregular reports orally or in writing according to the actual situation and the requirements of the board of directors and the board of supervisors.

Article 29 When reporting work, the general manager must ensure the authenticity and completeness of the content of the report, and be responsible for the authenticity and completeness of the content of the report.

Chapter VI General Manager's Office Meeting

Article 30 The general manager's office meeting is an important deliberative body in the daily operation of the company. The general manager regularly or temporarily presides over the general manager's office meeting to study and decide on major issues in the company's production, operation and management.

Article 31 Solicitation of topics for the general manager's office meeting: The general manager's designated personnel shall solicit the topics of the office meeting from each department in advance, list the topics and agendas, and submit them to the general manager for approval and send them to the deputy general managers, other leaders attending the meeting and the heads of relevant departments.

Article 32 The notice of the meeting of the general manager's office meeting may be in written or oral form, including: the date and place of the meeting; Conference Topics; The time at which the notice was given.

Article 33 The general manager's office meeting shall be presided over by the general manager, and if the general manager is unable to preside over the meeting for any reason, a deputy general manager may be designated to preside over the meeting.

Personnel participating in the general manager's office meeting: general manager, deputy general manager, chief financial officer, secretary of the board of directors; The general manager may invite the chairman of the board of directors to attend the meeting. According to the topics and discussions of the general manager's office meeting, the managers of each department can attend the meeting as observers, and can also notify other relevant personnel to attend the meeting.

Article 34 In any of the following circumstances, the general manager's office meeting shall be convened immediately:

(1) When proposed by the chairman of the board;

(2) When the general manager deems it necessary;

(3) When there is an important business matter that must be decided immediately;

(4) When an unexpected event occurs.

Article 35 The general manager's office meeting shall be appointed by the general manager to make the minutes of the meeting. If necessary, the meeting minutes should be made for the major issues to be studied by the general manager's office meeting, which shall be signed by the general manager for implementation.

Article 36 The general manager's office meeting adopts the mode of collective discussion and general manager's decision-making. If there is a disagreement on the matters discussed and studied at the general manager's office meeting, the general manager shall make a ruling.

Chapter VII: Evaluation, Rewards and Punishments

Article 37 The remuneration and work evaluation of the general manager and other senior management personnel shall be organized by the Remuneration and Appraisal Committee under the Board of Directors and the performance department of the Company.

Article 38 If the general manager and other senior management personnel violate the provisions of laws, administrative regulations, departmental rules and normative documents and the Articles of Association of the Company, or fail to strictly implement the resolutions of the general meeting of shareholders and the board of directors, engage in favoritism or dereliction of duty, and cause major losses to the company, the board of directors of the company may require the senior management personnel to compensate the company by resolution.

Chapter VIII: Supplementary Provisions

Article 39 If the relevant contents of these Detailed Rules are inconsistent with the laws and regulations promulgated by the State, they shall be handled in accordance with the laws, regulations and relevant provisions of the State.

Article 40 The term "above" in this system includes this number, and "less than" does not include this number.

Article 41 These Rules shall come into force after approval by the Board of Directors.

Yantai Ruichuang Micro-Nano Technology Co., Ltd

January 2025

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