Hangzhou Century Co.Ltd(300078)
System for preventing the occupation of funds by controlling shareholders and other related parties
(revised in January 2022)
Chapter I General Provisions
Article 1 in order to establish a long-term mechanism for Hangzhou Century Co.Ltd(300078) (hereinafter referred to as “the company” or “listed company”) to prevent the controlling shareholders and other related parties from occupying the company’s funds, eliminate the occupation of funds by the controlling shareholders and other related parties, and further safeguard the legitimate rights and interests of all shareholders and creditors of the company, according to the company law of the people’s Republic of China This system is formulated in accordance with the requirements of the securities law of the people’s Republic of China and other relevant laws, regulations and normative documents, as well as the relevant provisions of the articles of association.
Article 2 the directors, supervisors and senior managers of the company have legal obligations to maintain the safety of the company’s funds. Article 3 the term “occupation of funds” as mentioned in this system includes but is not limited to: occupation of operating funds and occupation of non operating funds. Operating fund occupation refers to the fund occupation generated by the controlling shareholders and other related parties through related party transactions in production and operation links such as procurement and sales; Occupation of non operating funds refers to the payment of wages, welfare, insurance, advertising and other expenses on behalf of the controlling shareholder and other related parties, the payment of funds for the repayment of debts on behalf of the controlling shareholder and other related parties, the direct or indirect lending of funds to the controlling shareholder and other related parties with compensation or free, and the formation of creditor’s rights by assuming the guarantee liability for the controlling shareholder and other related parties, Other funds provided to controlling shareholders and related parties without the provision of goods and services.
Article 4 this system is applicable to the capital transactions between the company and its subsidiaries included in the scope of the company’s consolidated accounting statements and the company’s controlling shareholders and other related parties.
Chapter II principles for preventing the occupation of funds by controlling shareholders and other related parties
Article 5 the company shall prevent the controlling shareholders and other related parties from directly or indirectly occupying the company’s funds, assets and resources through various means.
Article 6 the company shall be separated from the personnel, assets and finance of the controlling shareholder and other related parties, with independent institutions and businesses, independent accounting and independently bearing responsibilities and risks. The personnel of the company shall be independent of the controlling shareholders, actual controllers and other related parties. The assets of the company shall be independent and complete with clear ownership, and shall not be occupied or controlled by directors, supervisors, senior managers, controlling shareholders and other related parties.
Article 7 the company shall carry out related party transactions with controlling shareholders and other related parties arising from production and operation links such as procurement, sales and mutual provision of services in accordance with the Listing Rules of Shenzhen Stock Exchange gem, the guidelines for the standardized operation of companies listed on Shenzhen Stock Exchange gem and the articles of Association, It shall be settled in time and shall not form abnormal occupation of operating funds.
Article 8 when the company has business capital transactions with the controlling shareholders and other related parties, it shall strictly perform the relevant examination and approval procedures and information disclosure obligations, clarify the settlement period of business capital transactions, and shall not provide financial assistance such as funds to the controlling shareholders and other related parties in the form of business capital transactions. The settlement period of operating capital transactions between the company and its controlling shareholders and other related parties shall be implemented in strict accordance with the signed contracts.
Article 9 the company shall not directly or indirectly provide funds to controlling shareholders and other related parties in the following ways:
(I) advance salary, welfare, insurance, advertising and other expenses, costs and other expenses for the controlling shareholder and other related parties;
(II) lend the company’s funds to the controlling shareholders and other related parties with compensation or free of charge, except for the funds provided by other shareholders of the company participating in the company in the same proportion;
(III) providing entrusted loans to other related parties through banks or non bank financial institutions;
(IV) entrust the controlling shareholder and other related parties to carry out investment activities;
(V) issuing commercial acceptance bills without real transaction background for controlling shareholders and other related parties, and providing funds in the form of advance payment in the absence of consideration for goods and services or obviously contrary to business logic;
(VI) repay debts on behalf of controlling shareholders and other related parties;
(VII) other methods recognized by the CSRC.
Article 10 the guarantee provided by the company to the controlling shareholders and other related parties shall be deliberated and approved by the general meeting of shareholders. When the general meeting of shareholders deliberates the proposal to provide guarantee for the controlling shareholder and other related parties, the relevant shareholders or shareholders dominated by the controlling shareholder and other related parties shall withdraw from voting, and the voting shall be adopted by more than half of the voting rights held by other shareholders attending the general meeting of shareholders.
Article 11 the external guarantee of a company’s holding subsidiary shall be deliberated by the board of directors or shareholders’ meeting of the company’s holding subsidiary and by the board of directors or shareholders’ meeting of a listed company. Before convening the shareholders’ meeting, the holding subsidiary of the company shall submit the guarantee proposal to the board of directors or shareholders’ meeting of the listed company for deliberation and send personnel to attend the shareholders’ meeting. Chapter III responsibilities and measures
Article 12 the company shall strictly prevent the controlling shareholders and other related parties from occupying the funds of the listed company for non operation, and do a good job in the construction of a long-term mechanism to prevent the controlling shareholders from occupying the funds for non operation. Article 13 the directors, supervisors, senior managers of the company and the chairman and general manager of its subsidiaries shall have legal obligations and responsibilities for maintaining the safety of the company’s funds and property, and shall perform their duties diligently and dutifully in accordance with relevant regulations and the articles of association, rules of procedure of the board of directors, rules of procedure of the board of supervisors and detailed rules of work of the general manager.
Article 14 the board of directors of the company shall review and approve the related party transactions between the company and the controlling shareholders and other related parties in accordance with its authority and responsibilities. Related party transactions exceeding the approval authority of the board of directors shall be submitted to the general meeting of shareholders for deliberation. When the company and its subsidiaries included in the consolidation scope carry out business related party transactions such as procurement and sales with the controlling shareholders and other related parties of the company, they must sign economic contracts with real transaction background.
Article 15 the Finance Department of the company shall regularly inspect the company and its subsidiaries, report the review of non operating capital transactions with the controlling shareholders and other related parties, and eliminate the non operating occupation of funds by the controlling shareholders and other related parties.
The internal audit department of the company shall regularly carry out internal audit, supervise and inspect the non operating capital transactions between the company and the controlling shareholders and other related parties, and timely report the audit results to the audit committee of the board of directors. Article 16 when the controlling shareholders and other related parties encroach on the company’s assets and damage the interests of the company and the public shareholders, the board of directors of the company shall take effective measures to require the controlling shareholders and other related parties to stop the infringement and compensate for the losses. When the controlling shareholder and other related parties refuse to correct, the board of directors of the company shall timely report and announce to Zhejiang securities regulatory bureau and Shenzhen Stock Exchange, and file legal proceedings against the controlling shareholder and other related parties to protect the legitimate rights and interests of the company and public shareholders.
At the same time, the board of directors of the company shall “freeze upon occupation” of the shares held by the controlling shareholder, that is, if it is found that the controlling shareholder embezzles assets, it shall apply for property preservation and freeze its shares at the same time of filing a lawsuit. If it cannot be paid off in cash, the embezzled assets shall be repaid through the realization of equity. When the board of directors deliberates relevant matters, related directors need to avoid voting.
Article 17 If the controlling shareholders and other related parties of the company occupy the company’s funds, they can immediately apply for judicial freezing of the company’s shares held by the controlling shareholders and other related parties upon the proposal of more than 1 / 2 of the independent directors of the company and the deliberation and approval of the board of directors of the company. The specific repayment method shall be implemented according to the actual situation. When the board of directors deliberates relevant matters, related directors need to avoid voting. When the board of directors fails to perform the above duties, more than 1 / 2 of the independent directors, the board of supervisors and shareholders who individually or jointly hold more than 10% of the total voting shares of the company have the right to report to the securities regulatory authority, and propose to convene an extraordinary general meeting of shareholders to make resolutions on relevant matters in accordance with the provisions of the articles of association. During the deliberation of relevant matters at the extraordinary general meeting of shareholders, the controlling shareholders and other associated shareholders of the company shall withdraw from voting according to law, and the total number of voting shares held by them shall not be included in the total number of effective voting shares at the general meeting of shareholders.
Article 18 in case of fund occupation, in principle, the controlling shareholders and other related parties shall pay off in cash. The company shall strictly control the controlling shareholders and other related parties to use non cash assets to pay off the company’s funds occupied. When the controlling shareholder and other related parties intend to use non cash assets to pay off the company’s funds occupied, they shall comply with the following provisions:
(I) the assets used for compensation must belong to the same business system of the company, which is conducive to enhancing the independence and core competitiveness of the company and reducing related party transactions. They must not be assets that have not been put into use or assets without objective and clear book value.
(II) the company shall employ an intermediary institution that complies with the provisions of the securities law to evaluate the assets that meet the conditions for offsetting debts with assets, and take the assessed value of assets or the audited net book value as the pricing basis for offsetting debts with assets, but the final pricing shall not harm the interests of the company, and give a discount by fully considering the present value of the occupied funds. The audit report and evaluation report shall be announced to the public.
(III) independent directors shall express independent opinions on the debt repayment scheme of the company’s controlling shareholders and other related parties, or hire an intermediary institution in line with the provisions of the securities law to issue an independent financial advisory report.
(IV) the debt repayment plan of the company’s controlling shareholders and other related parties shall be reviewed and approved by the general meeting of shareholders, and the related shareholders shall withdraw from voting.
Chapter IV accountability and punishment
Article 19 when the directors and senior managers of the company assist and connive at the controlling shareholders and other related parties to encroach on the company’s assets, the board of directors of the company shall punish the person directly responsible according to the seriousness of the case, and propose to the general meeting of shareholders to remove the director who has great responsibility.
Article 20 all directors of the company shall prudently treat and strictly control the debt risks arising from the guarantee to the controlling shareholders and other related parties, and shall be liable for the losses arising from the illegal or improper external guarantee according to law. Article 21 if the company or its holding subsidiaries occupy non operating funds with controlling shareholders and other related parties, which has an adverse impact on the company, the company will give administrative and economic sanctions to the relevant responsible persons.
Article 22 If the company or its holding subsidiary violates these measures and causes losses to investors due to the non operational occupation of funds and illegal guarantees by controlling shareholders and other related parties, the company shall not only impose administrative and economic penalties on the relevant responsible persons, but also investigate the legal responsibilities of the relevant responsible persons. Chapter V supplementary provisions
Article 23 matters not covered in this system shall be implemented in accordance with relevant national laws, regulations and the articles of Association; In case of any conflict between these measures and the laws and regulations promulgated by the state in the future or the articles of association modified by legal procedures, the provisions of relevant national laws, regulations and the articles of association shall prevail.
Article 24 the system shall be formulated and interpreted by the board of directors of the company, and shall be implemented after being deliberated and approved by the general meeting of shareholders of the company. The same shall apply to the modification.
Hangzhou Century Co.Ltd(300078) January 2002
