TMSP(SH:600671) Zheng Quan Zhi Xing·2025-08-27 10:06Core Viewpoint - The document outlines the operational guidelines and responsibilities of the General Manager of Hangzhou Tianmu Mountain Pharmaceutical Co., Ltd, emphasizing governance structure, qualifications, duties, and reporting mechanisms [1][2][3]. Group 1: General Provisions - The guidelines aim to improve the governance structure of the company and clarify the powers and responsibilities of the General Manager [1]. - The document applies to the General Manager and senior management team members, including the Deputy General Manager, Board Secretary, and Chief Financial Officer [1]. Group 2: Qualifications and Appointment Procedures - The General Manager is appointed by the Board Chairman and must meet specific qualifications, including management experience, ability to motivate employees, and integrity [4][5]. - Individuals with certain disqualifying conditions, such as criminal convictions or bankruptcy responsibilities, are prohibited from serving as General Manager [2]. Group 3: Duties and Responsibilities of Senior Management - The General Manager is responsible for implementing Board resolutions, managing daily operations, and reporting to the Board [3][4]. - Senior management must not hold administrative positions in other companies controlled by the major shareholders [3]. Group 4: General Manager's Authority - The General Manager has the authority to make decisions on company operations, including financial management and contract signing, within the limits set by the Board [4]. - The General Manager must report on the execution of Board decisions and any significant operational changes [4][5]. Group 5: Reporting and Evaluation - The General Manager is required to regularly report to the Board and the Audit Committee on significant contracts, financial status, and operational performance [9][10]. - Performance evaluation of the General Manager is conducted by the Board, linking compensation to company performance and individual achievements [10]. Group 6: Meeting Procedures - The General Manager's office meetings are structured to discuss major operational issues and implement Board decisions, with specific schedules for regular meetings [6][7]. - Meeting minutes must be documented, including key decisions and participant details [8]. Group 7: Dismissal Procedures - The Board must dismiss the General Manager under specific circumstances, such as the end of the term without reappointment or failure to meet qualifications [18]. Group 8: Miscellaneous Provisions - The guidelines will be interpreted by the Board and will be revised as necessary, ensuring compliance with relevant laws and regulations [28][30].