Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357)
System for preventing controlling shareholders, actual controllers and other related parties from occupying the company’s funds chapter I General Provisions
Article 1 in order to establish a long-term mechanism to prevent the controlling shareholders, actual controllers and other related parties from occupying Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357) (hereinafter referred to as the “company”) funds and eliminate the occupation of funds by the controlling shareholders, actual controllers and other related parties, according to the company law of the people’s Republic of China (hereinafter referred to as the “company law”) The securities law of the people’s Republic of China (hereinafter referred to as the Securities Law), the guidelines for the supervision of listed companies No. 8 – regulatory requirements for capital transactions and external guarantees of listed companies, the Listing Rules of Shanghai Stock Exchange on the science and Innovation Board (hereinafter referred to as the stock listing rules) This system is hereby formulated in combination with the actual situation of the company and the relevant provisions of laws, regulations and normative documents such as self regulatory guidelines for listed companies of Shanghai Stock Exchange No. 1 – standardized operation, as well as Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357) articles of Association (hereinafter referred to as the articles of association).
Article 2 the directors, supervisors and senior managers of the company have the obligation to maintain the safety of the company’s funds.
Article 3 the operating capital transactions between the company and its subsidiaries and the controlling shareholders, actual controllers and other related parties, including those arising from normal related party transactions, shall be decided and implemented in strict accordance with the stock listing rules, the articles of association and the company’s decision-making management system on related party transactions.
Article 4 the term “occupation of funds” in this system includes but is not limited to the following ways:
(I) occupation of operating funds: the occupation of funds generated by the alleged shareholders, actual controllers and other related parties through related party transactions in production and operation links such as procurement, sales and mutual provision of labor services.
(II) occupation of non operating funds: refers to the payment of wages and benefits, insurance, advertising and other period expenses for controlling shareholders, actual controllers and other related parties; Directly or indirectly borrow funds for controlling shareholders, actual controllers and other related parties in a paid or unpaid manner; Compensatory debts and other funds provided to controlling shareholders, actual controllers and other related parties without consideration for goods and services; Bear costs and other expenses on behalf of each other with the controlling shareholder, actual controller and other related parties.
Article 5 the company shall prevent the controlling shareholders, actual controllers and other related parties from directly or indirectly occupying the company’s funds, assets and resources through various means.
Article 6 the company implements related party transactions between the company and its controlling shareholders, actual controllers and other related parties through production and operation links such as procurement, sales and mutual provision of labor services in accordance with the stock listing rules, the articles of association and the company’s related party transaction decision-making system. After the occurrence of related party transactions, they shall be settled in time and shall not form abnormal occupation of operating funds.
Article 7 subsidiaries of the company shall not directly or indirectly provide funds to controlling shareholders, actual controllers and other related parties in the following ways:
(I) advance wages, welfare, insurance, advertising and other expenses, bear costs and other expenses for the controlling shareholders, actual controllers and other related parties;
(II) lending the company’s funds (including entrusted loans) to the controlling shareholders, actual controllers and other related parties with compensation or free of charge, except for the funds provided by other shareholders of the company in the same proportion;
(III) providing entrusted loans to controlling shareholders, actual controllers and other related parties through banks or non bank financial institutions;
(IV) entrust controlling shareholders, actual controllers and other related parties to carry out investment activities;
(V) issue commercial acceptance bills without real transaction background for controlling shareholders, actual controllers and other related parties, and provide funds in the form of purchase payment, asset transfer payment, advance payment, etc. in the absence of commodity and labor consideration or obviously contrary to commercial logic;
(VI) repay debts on behalf of controlling shareholders, actual controllers and other related parties;
(VII) deposit cash in the financial company controlled by the controlling shareholder, actual controller and other related parties, and the interest rate and other terms are significantly lower than the average level of the market, which obviously damages the interests of the company or transfers interests to the controlling shareholder, actual controller and other related parties;
(VIII) pledge financing with bank deposits as the controlling shareholder, actual controller and other related parties;
(IX) other methods recognized by China Securities Regulatory Commission (hereinafter referred to as “CSRC”) and Shanghai Stock Exchange.
Article 8 when the company has business capital transactions with controlling shareholders, actual controllers and other related parties, it shall strictly perform relevant deliberation procedures and information disclosure obligations, clarify the settlement period of business capital transactions, and shall not provide financial assistance such as funds to controlling shareholders, actual controllers and their related parties in the form of business capital transactions.
Article 9 the company strictly prevents the controlling shareholders and their related parties from occupying non operating funds. The finance department and Audit Department of the company shall regularly check the non operating capital transactions between the company and its subsidiaries and the controlling shareholders, actual controllers and other related parties, and eliminate the occupation of non operating capital by the controlling shareholders, actual controllers and other related parties.
Article 10 when the temporarily idle assets of the company are provided to the controlling shareholders, actual controllers and other related parties for use, they must perform the examination and approval procedures, sign the use agreement and charge reasonable use fees in accordance with the principle of fairness and reasonableness.
Article 11 the external guarantee of the company’s holding subsidiary shall be deliberated by the board of directors or shareholders’ meeting (shareholders’ meeting) of the company’s holding subsidiary and by the board of directors or shareholders’ meeting of the company. Before convening the shareholders’ meeting (shareholders’ meeting), the holding subsidiary of the company shall submit to the board of directors or shareholders’ meeting of the company to review the guarantee proposal and send personnel to attend the shareholders’ meeting (shareholders’ meeting).
Article 12 the company shall regularly prepare a summary of the capital occupation and related party transactions of the controlling shareholders, actual controllers and other related parties, so as to eliminate the phenomenon of “occupation during the period and return at the end of the period”.
Chapter III responsibilities of the board of directors, the board of supervisors and senior executives of the company
Article 13 the directors, supervisors and senior managers of the company have legal obligations and responsibilities for maintaining the safety of the company’s funds. They should be diligent and dutiful in accordance with the company law, the articles of association and other relevant provisions, and earnestly perform their duties to prevent the controlling shareholders, actual controllers and other related parties from occupying the company’s funds.
Article 14 the chairman of the company is the first responsible person for preventing the occupation of funds and clearing the arrears. The chairman can set up a working group according to actual needs. The chairman is the group leader, and the president, chief financial officer, Secretary of the board of directors and heads of relevant departments are members. The group is a daily supervision organization to prevent controlling shareholders, actual controllers and other related parties from occupying the company’s funds. The leading group is responsible for formulating the management system for preventing the occupation of funds by controlling shareholders, actual controllers and other related parties and its modification plan, reporting to the board of directors for approval, guiding and inspecting the internal control system and major measures established by the management to prevent the occupation of funds by controlling shareholders, actual controllers and other related parties, and reporting to the regulatory authorities and the controlling shareholders who make public disclosure Review the relevant data and information about the occupation of funds by the actual controller and other related parties.
Article 15 the board of directors and the general meeting of shareholders of the company shall, in accordance with their respective authorities and responsibilities, consider and approve the related party transactions between the company and the controlling shareholders, actual controllers and other related parties through procurement, sales, mutual provision of labor services and other production and operation links. The company manages the monetary fund payment related to the controlling shareholder, actual controller and other related parties in strict accordance with the fund approval and payment process.
Article 16 when the controlling shareholder, actual controller and other related parties encroach on the company’s assets and damage the interests of the company and public shareholders, the board of directors of the company shall take effective measures to require the controlling shareholder, actual controller and other related parties to stop infringement and compensate for losses. When the controlling shareholder, actual controller and other related parties refuse to correct, the board of directors of the company shall timely report to the CSRC and Shanghai Stock Exchange, and file legal proceedings against the controlling shareholder, actual controller and other related parties to protect the legitimate rights and interests of the company and public shareholders.
Article 17 the directors, supervisors and senior managers of the company are obliged to pay attention to whether the company has misappropriated funds by related parties and other problems that encroach on the interests of the company, and timely submit them to the board of directors of the company to take corresponding measures in case of abnormalities.
Article 18 the board of directors of the company shall regularly check the restrictions on monetary funds and assets of the company, as well as the transactions and capital exchanges with the controlling shareholders, actual controllers and their related parties, pay attention to whether there are abnormalities in the relevant accounting subjects in the financial report, and verify whether the company has funds occupied, transferred and transferred by the controlling shareholders, actual controllers and their related parties Assets or other resources encroach on the interests of the company. If any abnormality is found, it shall be disclosed immediately.
Article 19 the audit committee of the company is responsible for guiding the internal audit department to carry out regular inspection; When necessary, intermediary institutions can be hired to provide professional advice.
If the audit committee finds that the controlling shareholders, actual controllers and their related parties of the company have occupied funds, it shall urge the board of directors of the company to disclose them immediately and take recovery measures in time; If the company fails to disclose in time, or the disclosure content is inconsistent with the actual situation, the relevant personnel shall immediately report to the Shanghai Stock Exchange.
During the audit of the annual report, the audit committee of the company shall fully communicate with the annual audit accountant, urge the annual audit accountant to be diligent and conscientious, issue a special explanation on whether the company has the occupation of funds by controlling shareholders, actual controllers and other related parties, and truthfully disclose it.
Article 20 the chief financial officer of the company shall strengthen the control over the financial process of the company, monitor the transactions and capital exchanges between the company and the controlling shareholders, actual controllers and other related parties, and ensure the financial independence of the company from the influence of the controlling shareholders. If the controlling shareholders, actual controllers and other related parties occupy and transfer funds Orders that encroach on the interests of the company, such as assets or other resources, shall be explicitly rejected and reported to the board of directors in a timely manner.
Article 21 in case of any loss or possible loss to the company due to the occupation or transfer of the company’s funds, assets or other resources by related parties, the board of directors of the company shall timely take protective measures such as litigation and property preservation to avoid or reduce the loss, and investigate the responsibilities of the controlling shareholder, actual controller and relevant personnel.
Article 22 the board of directors of the company shall establish a mechanism of “freezing upon occupation” of the company’s shares held by the controlling shareholders and actual controllers, that is, if it is found that the controlling shareholders and actual controllers occupy the company’s assets, it shall immediately apply for judicial freezing of the shares held by the controlling shareholders and actual controllers. If the company’s assets occupied cannot be restored to the original state or paid off in cash or other ways approved by the general meeting of shareholders of the company, the occupied assets shall be repaid by realizing the shares held by the controlling shareholder and actual controller.
The chairman of the company is the first person responsible for the “freeze upon occupation” mechanism. The chief financial officer and the Secretary of the board of directors assist the chairman in the “freeze upon occupation” work. The specific provisions are as follows:
(I) the chief financial officer shall report in writing to the chairman of the board of directors on the day when he finds that the controlling shareholder or actual controller has embezzled the assets of the company. If the chairman of the board of directors is the controlling shareholder, the chief financial officer shall report in writing to the Secretary of the board of directors on the day when he finds that the controlling shareholder or actual controller has embezzled the assets, with a copy to the chairman of the board of directors;
(II) the chairman of the board of directors or the Secretary of the board of directors shall send a notice of convening the interim meeting of the board of directors on the day of receiving the written report of the chief financial officer;
(III) the Secretary of the board of directors shall send a notice of repayment within a time limit to the controlling shareholders according to the resolution of the board of directors, apply to the relevant judicial departments for handling the freezing of shares held by the controlling shareholders and actual controllers, and do a good job in relevant information disclosure;
(IV) if the controlling shareholder and actual controller are unable to restore or pay off the occupied company’s assets within the specified time limit, the company shall apply to the relevant judicial department to realize the frozen shares to repay the occupied assets within 30 days after the expiration of the specified time limit, and the Secretary of the board of directors shall do a good job in relevant information disclosure.
If the shareholders hold more than 10% of the total number of shares or the supervisors have the right to submit a separate resolution to the CSRC for holding an interim general meeting, and have the right to vote on the above-mentioned 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 shareholder and actual controller 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 24 in case of fund occupation, the company shall formulate a debt settlement plan according to law, and timely report and announce it to the CSRC and Shanghai stock exchange according to law and requirements.
Article 25 the legal representative, the person in charge of accounting and the person in charge of accounting institution of the company shall sign and confirm the summary statement of capital occupation and related party transactions submitted by the controlling shareholder, actual controller and other related parties.
Chapter IV accountability and punishment
Article 26 when the directors and senior managers of the company assist and connive at the controlling shareholders, actual controllers 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 circumstances, and propose to the general meeting of shareholders to dismiss the directors who are seriously responsible.
Article 27 all directors of the company shall prudently treat and strictly control the debt risks arising from the guarantee to the controlling shareholders, actual controllers and other related parties, and bear joint and several liabilities for the losses arising from the illegal or improper external guarantee according to law.
Article 28 If the company or its subsidiaries occupy non operating funds with controlling shareholders, actual controllers and other related parties, resulting in adverse effects on the company, the company will give administrative and economic sanctions to the relevant responsible persons.
Article 29 If the controlling shareholder, actual controller and other related parties occupy funds for non-profit, violate the rules and guarantee and other phenomena caused by the company or its subordinate companies in violation of these measures, resulting in losses to investors, the company shall, in addition to giving administrative and economic sanctions to the relevant responsible persons, investigate the legal responsibilities of the relevant responsible persons according to law.
Chapter V supplementary provisions
Article 30 the terms “above” and “within” in this system include this number; “More than”, “less than”, “more than”, excluding this number.
Article 31 If the relevant provisions of this system conflict with national laws, administrative regulations or normative documents and the articles of association, the provisions of national laws, administrative regulations or normative documents and the articles of association shall prevail.
Article 32 the system shall be interpreted by the board of directors of the company.
