Chapter 1 General
Article 1 To further improve the corporate governance structure of Shaanxi Jinye Science & Education Group Co., Ltd. (hereinafter referred to as “the company”), strengthen corporate governance, standardize the company’s external investment behavior, and effectively protect the company’s legal rights and interests, in accordance with the “Company Law”, The relevant provisions of the "Securities Law" and the "Articles of Association" specifically establish the "Measures for the Administration of the Expatriates of Shaanxi Jinye Science & Education Group Co., Ltd." (hereinafter referred to as the "Measures").
Article 2 "Expatriate personnel" referred to in these Procedures refers to directors, supervisors and senior management (including general managers, deputy general managers, and financial controllers) that are assigned by the company to the company's controlling and equity-holding companies in accordance with the procedures stipulated in the present Measures. , dean, vice president).
Chapter II Qualifications of Expatriates
Article 3 Expatriates must have the following qualifications:
1. Consciously abide by national laws, regulations, “Articles of Association” and various rules and regulations, be honest, trustworthy, and diligent, and earnestly safeguard the interests of the company, with a high sense of responsibility and dedication;
2. Familiar with the business operations of the company and the affiliated companies, with expertise in economic management, law, technology, and finance;
3. The company believes that it is required to have other conditions for expatriates.
Article 4 A person who is in one of the following circumstances shall not serve as an expatriate:
1. Where there are provisions of Article 147 of the "Company Law" that cannot be held as directors, supervisors or senior management personnel;
2. There are cases in which the China Securities Regulatory Commission and the Shenzhen Stock Exchange are not allowed to serve as directors, supervisors, or senior management personnel;
3. There is an affiliation with the resident unit, or there may be other situations that prevent him or her from performing their duties independently.
Chapter III Procedures for Appointing and Dismissing Expatriates
Article 5 The expatriate directors and supervisors shall be nominated by the chairman of the board of directors of the company, and the expatriate senior management personnel shall be nominated by the company president office. The above nominations must be approved by the chairman of the board of directors.
Article 6 After the chairman’s office of the board of directors approves the candidates for expatriates, the board of directors’ office is responsible for drafting the accreditation documents, which will be issued by the chairman of the board of directors and sent to the accredited units as the recommendation credentials. The resident units perform relevant procedures in accordance with the relevant provisions of the "Company Law" and the statutes of the resident units. Article 7 The term of assignment of expatriates shall be implemented in accordance with the articles of association of the resident units. According to the provisions of the "Company Law" and "Articles of Association," the company's expatriates are not yet in office, and the stationed units must not dismiss their positions for no reason.
Article 8 If an expatriate person has any of the following circumstances, the company shall change the expatriate personnel and issue an official letter to the resident unit to change the expatriates:
1. The expatriate personally submits his resignation;
2. Assignment or adjustment of expatriate personnel;
3. After assessing the company’s expatriates, the company believes it is incompetent;
4. The expatriates violated relevant regulations and caused damages to the interests of the resident units or the company.
Article 9 When expatriate personnel are changed, the procedures for appointment and removal of expatriates as prescribed in these Procedures shall be re-recommended for expatriate personnel to complete the remaining term.
Chapter IV The Responsibilities, Rights and Obligations of Expatriates
Article 10 The responsibilities of expatriates:
1. Faithfully implement the company's various resolutions and requirements and firmly safeguard the company's interests;
2. Carefully, conscientiously and diligently exercise the various functions and powers entrusted by the “Company Law” and the “Articles of Association” of the affiliated units, and abide by and urge the resident units to comply with the provisions of the China Securities Regulatory Commission and the Shenzhen Stock Exchange concerning listed companies. In the process of exercising his powers, taking the maximization of the company's interests as the code of conduct, fulfilling his obligations of loyalty and diligence;
3. According to the relevant requirements of the company and the relevant provisions of the affiliated company's articles of association, attend the shareholders' meeting, the board of directors and the board of supervisors of the resident units, and exercise the corresponding powers of the shareholders on behalf of the company (when attending the meeting of shareholders, obtain written authorization from the company);
4. Carefully read the business, financial reports and other work reports of the resident units, and timely understand and continuously pay attention to the business management status of the affiliated units and the major events or impacts that have occurred or may occur to the company, and report to the company on the operating activities of the affiliated units. Problems that exist must not be shirked by not directly engaging in business management or knowing that they do not know; if they fail to report to the company in time the problems with the presence of the company’s units, resulting in damage to the interests of the company, the company may withdraw the responsible person and send it to the company. Investigate its economic and legal responsibilities;
5. It is responsible for maintaining the value of the assets of the resident units.
Article 11 The rights of expatriates:
1. In accordance with the "Articles of Association" of the resident units, they exercise their corresponding functions of management, financial supervision, etc.
2. The right to make suggestions on matters such as increasing or reducing the company’s investment in the resident units, appointing or dismissing the senior management personnel of the resident units;
3. Enjoy the remuneration, benefits and various subsidies determined by the shareholders' meeting of the resident units and the board of directors.
Article 12 Obligations of expatriates:
1. Exercising the authority within the scope of duties and authorization shall not exceed the authority;
2. In addition to the approval of the shareholders' meeting of the company or the affiliated company (the board of directors), no contract may be concluded with the resident units or transactions may be conducted;
3. Expatriates should follow the relevant provisions of the China Securities Regulatory Commission and the Shenzhen Stock Exchange regarding the disclosure of information on listed companies and must not use inside information to seek personal gain for themselves or others;
4. It is not allowed to operate the same business as the resident unit for self-operation or for others, nor to engage in activities that harm the interests of the company and the resident units;
5. When an expatriate submits his resignation or expiry of his term of office, the obligation to keep confidential the company’s commercial secrets shall not be exempted within a reasonable period of time after his resignation report has not taken effect or has taken effect;
6. An expatriate who has not completed his post shall not be allowed to leave the post without authorization, and he shall be liable for corresponding economic compensation and legal liabilities for losses caused to the company due to his or her abandonment of duties;
7. The expatriate personnel should regard the requirements of the “Securities Law” and the “Stock Listing Rules” of the Shenzhen Stock Exchange for the directors, supervisors, and senior management of listed companies as the reference standards for the conduct and the various items passed by the resident units during their term of office. The resolutions associated with my responsibilities and all the acts that take place bear the corresponding responsibilities. If the affiliation units violate the laws, regulations and the company's relevant regulations, resulting in damage to the interests of the company and the resident units, the expatriate shall bear the corresponding responsibilities. However, if it proves that the objections were clearly stated and recorded in the voting, they may be exempted. responsibility. Article 13 The expatriates shall assist the company's financial department, supervision and audit department, and conduct internal supervision and audit of the resident units.
Article 14: After receiving an announcement from the shareholders’ meeting, the board of directors, and the board of supervisors, the dispatched personnel must report the company in a timely manner and follow the company’s opinions when the meeting involves the review of the major issues listed in the Measures for the Administration of Subsidiary Companies. vote. If it fails to report according to regulations, the company will punish the person responsible. If a major loss or major adverse effect is caused to the resident company or company, the company may withdraw the responsible person and send him to deal with the economic and legal responsibilities.
Article 15 In addition to the major matters stipulated in the Measures for the Administration of Subsidiaries, expatriates shall exercise their voting rights in accordance with the principle of maximizing the interests of the company.
Article 16 After the expatriates participate in the meetings of the shareholder meeting, board of directors and board of supervisors of the resident units, they shall remind the resident units to report the resolutions and resolutions of the meeting to the company within ten working days. The expatriate executives must report in writing to the board of directors of the company on the production and operation analysis, decision-making on major issues, existing problems and risks, and personal performance of duties during the ten working days after the end of each quarter. Non-reporting or overdue reports will be subject to accountability procedures and accountability. The expatriate directors and supervisors can make timely investigations according to the actual situation and report in a timely manner. Chapter V Term of the Outposted Persons and Compensation and Benefits
Article 17 The term and treatment of the expatriate directors and supervisors shall be decided by the relevant companies in the company.
Article 18 The term of appointment of expatriate senior management personnel is not less than 3 years in principle (can be renewed). If the appointment is not renewed, the company will arrange rotational assignments, and the senior management personnel will be dispatched. The labor contract is signed with the company. .
Article 19 The salary standards of the expatriate senior management personnel shall be determined by the resident units with reference to the salary standards of the same level (in principle, not less than the salary standard of the former former post), and their salaries (including fixed salary, performance salary and year-end rewards, shall be assigned The companies outside Xi’an, including the difference from the original salary standards, are settled monthly by the resident units with the company’s financial department, and the “extended attendance sheet” and performance assessment of the expatriates are reported to the company’s human resources department. According to the attendance, performance appraisal results, and the completion of the annual "Management and Management Objectives Responsibilities," the specific release.
Article 20 The social insurance for the expatriate senior management shall be paid in a unified manner by the company according to the prescribed baseline, and the expenses shall be borne by each resident unit, and shall be settled monthly with the company's financial department. The senior executives’ employees’ compensation insurance for the expatriate senior managers shall be borne by the respective resident units, and each resident unit shall undertake the work-related injury protection issues caused by the work.
Article 21 The expatriate senior management staff shall enjoy the same grants and welfare guarantees as the management personnel of the same level as the resident units. The resident units shall arrange for the issuance, and rest and vacation shall be performed in accordance with the management regulations of the resident units.
Chapter 6 Assessment of Expatriates
Article Twenty-two Each year, the company dispatches its personnel to be appraised once a year. The Board of Directors' Office together with the Enterprise Management Department and the Human Resources Department will conduct a comprehensive assessment based on the following three criteria. The assessment results shall be submitted to the Board Chairman's office meeting for comment and determination.
1. Expatriates' performance of their duties;
2. The accomplishment of the annual business objectives of the stationed units;
3. Expatriates report regularly on implementation.
Article 23 The appraisal and evaluation of expatriates shall be divided into four grades: excellent, good, qualified and unqualified.
Article 24 The expatriate personnel who have obtained "excellent" evaluations may be appropriately rewarded, as determined by the board chairman's office. The expatriates who have obtained the "non-conformity" assessment shall be delisted according to the provisions of these Measures.


Chapter VII Supplementary Provisions
Article 25 These Measures apply to controlling, participating in subsidiaries and colleges.
Article 26 The matters not covered in the present Measures shall be implemented in accordance with relevant laws, regulations, normative documents, and the Articles of Association. If these Measures contradict relevant laws, regulations, normative documents promulgated in the future or the "Articles of Association" amended by lawful procedures, they shall be implemented in accordance with the relevant laws, regulations, regulatory documents and the "Articles of Association" and other relevant regulations.
Article 27 The present Measures shall come into force after the deliberation and approval of the board of directors of the company. In the event of a conflict between the documents issued by the company concerning expatriates and the present Measures, the present Measures shall prevail.
The twenty-eighth article of this method is explained by the company's human resources department.