Guanglian Aviation Industry Co.Ltd(300900)
Management measures for regulating capital transactions with related parties
Chapter I General Provisions
Article 1 in order to regulate the capital exchanges between Guanglian Aviation Industry Co.Ltd(300900) and the controlling shareholders, actual controllers and other related parties, and avoid the controlling shareholders, actual controllers and other related parties from occupying the company’s funds, according to the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the Listing Rules of Shenzhen Stock Exchange gem (revised in December 2020) (SZS [2020] No. 1292) These measures are formulated in accordance with the guidelines for the supervision of listed companies No. 8 – regulatory requirements for capital transactions and external guarantees of listed companies (announcement [2022] No. 26 of China Securities Regulatory Commission), the notice on further cleaning up the funds occupied by major shareholders of listed companies and other relevant laws, regulations, normative documents and the provisions of Guanglian Aviation Industry Co.Ltd(300900) articles of Association (hereinafter referred to as the articles of association).
Article 2 These measures are applicable to the capital transactions between the company and its subsidiaries included in the scope of the company’s consolidated accounting statements and the controlling shareholders, actual controllers and other related parties. In addition to the provisions of this article, the company mentioned in these Measures refers to the company and its subsidiaries included in the scope of the company’s consolidated accounting statements.
The term “related parties” as mentioned in these Measures refers to the related parties defined in accordance with relevant laws, regulations, rules of the stock exchange and the measures for the administration of related party transactions of the company, including related legal persons and related natural persons.
Article 3 the term “occupation of funds” as mentioned in these Measures includes but is not limited to:
(I) occupation of operating funds refers to the occupation of funds generated by the company’s controlling shareholders, actual controllers and other related parties through related 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 company’s advance payment of wages and welfare, insurance, advertising and other expenses and other advances for the controlling shareholder and its affiliates, direct or indirect borrowing of funds for the controlling shareholder and its affiliates with compensation or free, debt compensation and other funds provided to the controlling shareholder and its affiliates without consideration for goods and services; Creditor’s rights formed by undertaking guarantee liabilities for controlling shareholders, actual controllers and other related parties; Bear costs and other expenses on behalf of each other with the controlling shareholder, actual controller and other related parties.
Article 4 the controlling shareholders and actual controllers of the company shall not use their affiliated relations to damage the interests of the company. Those who violate the regulations and cause losses to the company shall be liable for compensation.
Article 5 the controlling shareholders and actual controllers of the company shall have the obligation of good faith to the company and the public shareholders of the company. The controlling shareholder shall exercise the rights of the investor in strict accordance with the law. The controlling shareholder shall not damage the legitimate rights and interests of the company and public shareholders by means of profit distribution, asset restructuring, foreign investment, capital occupation, loan, debt compensation, advance payment and guarantee, and shall not use its control position to damage the interests of the company and public shareholders.
Article 6 the company’s directors, supervisors, senior managers and the chairman and general manager of its subsidiaries 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 laws and regulations and the articles of association.
Chapter II regulations on capital transactions of related parties of the company
Article 7 when the company has business capital transactions with its related parties, it shall strictly prevent the occupation of funds. The company and its related parties shall not bear costs and other expenses on behalf of each other.
Article 8 the company shall not directly or indirectly provide the company’s funds to the controlling shareholders, actual controllers and other related parties in the following ways:
1. Advance salary, welfare, insurance, advertising and other expenses, bear costs and other expenses for the controlling shareholder, actual controller and other related parties;
2. 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;
3. Entrust controlling shareholders, actual controllers and other related parties to carry out investment activities;
4. 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 business logic;
5. Repay debts on behalf of controlling shareholders, actual controllers and other related parties;
6. Other methods recognized by the CSRC.
Article 9 related party transactions with controlling shareholders, actual controllers and other related parties must be carried out in strict accordance with the articles of association and the company’s measures for the administration of related party transactions, and shall comply with the relevant provisions of the company’s information disclosure system and perform the corresponding information disclosure obligations.
Article 10 when handling payment matters with controlling shareholders, actual controllers and other related parties, the company’s financial department shall strictly abide by the company’s rules and regulations and financial discipline.
Article 11 when the company needs to make payment for related party transactions with controlling shareholders, actual controllers and other related parties, the financial department of the company shall not only take the relevant agreements, contracts and other documents as the basis for payment, but also examine whether the matters constituting the basis for payment comply with the decision-making procedures specified in the company’s Charter and other governance standards, and report the relevant resolutions of the general meeting of shareholders, the resolutions of the board of directors The decision of the general manager and other relevant decision-making documents shall be filed.
Chapter III preventive measures for the occupation of funds by related parties
Article 12 the board of directors of the company is responsible for the management of preventing the occupation of funds by controlling shareholders, actual controllers and other related parties. The directors, supervisors and senior managers of the company have legal obligations to maintain the safety of the company’s funds and shall earnestly perform their duties to prevent the controlling shareholders, actual controllers and other related parties from occupying the company’s funds in accordance with the company law, the articles of association and relevant provisions. The first responsibility of the chairman and the occupier of the company’s funds is to prevent the occupier from occupying the funds owed by the company.
Article 13 the general manager and the board of directors of the company shall review and approve the related party transactions between the company and the controlling shareholders, actual controllers and other related parties through production and operation links such as procurement and sales in accordance with their authority and responsibilities. The related party transactions beyond the authority of the board of directors shall be submitted to the general meeting of shareholders for review and approval.
Article 14 the directors, supervisors and senior managers of the company shall pay attention to whether the company has been misappropriated by related parties and other issues that encroach on the interests of the company. The supervisor shall check the capital transactions between the company and related parties at least once a quarter to find out whether the company is occupied or transferred by the controlling shareholders and other related parties. If any abnormality is found, the supervisor shall timely submit it to the board of directors of the company to take corresponding measures.
Article 15 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.
When the controlling shareholders and related parties refuse to correct, the board of directors of the company shall timely report to the securities regulatory authorities and file legal proceedings against the controlling shareholders and related parties to protect the legitimate rights and interests of the company and public shareholders.
Article 16 during the audit of the company’s annual financial and accounting report, the external audit institution shall issue a special statement on the occupation of funds by the company’s controlling shareholders, actual controllers and related parties, and the company shall make an announcement on the special statement in accordance with relevant regulations.
Article 17 the financial department of the company shall carefully calculate and count the capital transactions between the company and its controlling shareholders, actual controllers and other related parties, and establish special financial files.
Chapter IV accountability and punishment
Article 18 the company’s controlling shareholders and other relevant departments shall be required to report the violation of the company’s laws and regulations, and the controlling parties shall be held accountable in a timely manner. If losses are caused to the company, the company shall claim compensation in time, and claim through litigation and other legal forms when necessary.
Article 19 the board of directors of the company is obliged to protect the company’s funds from being occupied by the controlling shareholders and actual controllers, and the directors and senior managers of the company shall provide assistance. If the controlling shareholder or actual controller is condoned to encroach on the company’s assets, the board of directors of the company shall punish the responsible person according to the seriousness of the situation, and start the procedure of dismissal or criminal responsibility investigation for the personnel who are seriously responsible. If losses are caused to the company, the company has the right to require them to bear the liability for compensation.
Article 20 the board of directors of the company shall establish a “freeze upon occupation” mechanism for the shares of the company held by the controlling shareholder, that is, when it is found that the controlling shareholder and the actual controller have embezzled the assets, it shall immediately apply for judicial freezing. If the controlling shareholder and the actual controller cannot return the embezzled assets to the original state or pay off in cash, the board of directors of the company shall, in accordance with the provisions and procedures of relevant laws, regulations and rules, Repay the embezzled assets of the company by realizing the shares of the company held by the controlling shareholder.
Article 21 the funds occupied by the controlling shareholders, actual controllers and other related parties of the company shall be paid off in cash in principle. Under the condition of complying with the current laws and regulations, financial innovation can be explored for repayment, but it needs to be reported to the company and relevant national departments for approval according to legal procedures. If the controlling shareholder, actual controller and other related parties intend to use non cash assets to pay off the company’s funds occupied, they shall perform the internal examination and approval procedures of the company and strictly abide by relevant national regulations.
Article 23 If the directors, supervisors, senior managers and financial principals of the company violate the requirements of these measures and cause losses to the company when making decisions, reviewing, approving and directly dealing with capital transactions with related parties, they shall be liable for compensation. If the losses are relatively serious, they shall also be removed by corresponding institutions or personnel. At the same time, the company shall actively report and complain to relevant administrative and judicial authorities, The relevant departments shall investigate their administrative, civil and criminal legal liabilities.
Chapter V supplementary provisions
Article 24 matters not covered in this system shall be implemented in accordance with relevant laws, regulations, rules, normative documents, the articles of association and the measures for the administration of connected transactions; In case of any inconsistency, the relevant laws, regulations, rules, normative documents, the articles of association and the measures for the administration of connected transactions shall prevail. Article 25 these Measures shall come into force on the date of deliberation and adoption by the board of directors.
Article 26 these Measures shall be interpreted and revised by the board of directors.
Guanglian Aviation Industry Co.Ltd(300900) March 18, 2022
