Inner Mongolia Tianshou Technology&Development Co.Ltd(000611)
Management system for preventing the occupation of funds by controlling shareholders and related parties
(approved by the board of directors on March 22, 2022)
Chapter I General Provisions
Article 1 in accordance with the company law of the people’s Republic of China, 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 exchanges and external guarantees of listed companies, the stock listing rules of Shenzhen Stock Exchange and other relevant laws, regulations and normative documents, And the relevant provisions of the articles of association of Inner Mongolia Tianshou Technology&Development Co.Ltd(000611) company (hereinafter referred to as the “articles of association”) formulated by Inner Mongolia Tianshou Technology&Development Co.Ltd(000611) (hereinafter referred to as the “company”), in order to prevent the controlling shareholders, actual controllers and other related parties from occupying the company’s funds and establish a long-term mechanism to prevent the controlling shareholders, actual controllers and their related parties from occupying the company’s funds.
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, actual controllers 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 creditor’s rights formed by paying wages, welfare, insurance, advertising and other expenses in advance for the controlling shareholder, actual controller and other related parties and repaying debts on their behalf, lending funds directly or indirectly to the controlling shareholder, actual controller and other related parties with compensation or free, and undertaking guarantee liabilities for the controlling shareholder, actual controller and other related parties, Other funds used by controlling shareholders, actual controllers and other related parties without the provision of goods and services, or other non operating funds recognized by the securities regulatory authority.
Chapter II principle of preventing fund occupation
Article 4 the controlling shareholders, actual controllers and other related parties shall not occupy the company’s funds in the business capital transactions with the company.
Article 5 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;
The funds provided by the controlling shareholder (including the paid loan) or other related parties to the controlling shareholder (II) or the controlling company for free, except the funds provided by the controlling shareholder (II) or other related parties. The aforementioned “joint stock company” does not include companies controlled by controlling shareholders and actual controllers;
(III) entrust controlling shareholders, actual controllers and other related parties to carry out investment activities;
(IV) 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;
(V) repay debts on behalf of controlling shareholders, actual controllers and other related parties;
(VI) other methods recognized by the China Securities Regulatory Commission (hereinafter referred to as the CSRC). Article 6 the related party transactions between the company and the controlling shareholders, actual controllers and other related parties must be made and implemented in strict accordance with the stock listing rules of Shenzhen Stock Exchange, the articles of association and the company’s related party transaction management system, and perform the corresponding examination and approval procedures and disclosure obligations.
Chapter III responsibilities and measures
Article 7 the company shall strictly prevent the occupation of non operating funds by controlling shareholders, actual controllers and other related parties, and do a good job in the construction of a long-term mechanism to prevent non operating occupation of funds.
Article 8 the directors, supervisors and senior managers of the company shall have legal obligations and responsibilities for maintaining the safety of the company’s funds and property, and shall perform their duties diligently in accordance with the articles of association, rules of procedure of the board of directors, rules of procedure of the board of supervisors and other provisions.
Article 9 the chairman of the company is the first responsible person for preventing the occupation of funds and clearing the debts.
Article 10 the board of directors of the company shall, in accordance with its authority and responsibilities, consider and approve the related party transactions carried out by the company with the controlling shareholders, actual controllers and other related parties through production and operation links such as procurement and sales.
Article 11 when the company conducts related party transactions with controlling shareholders, actual controllers and other related parties, its fund approval and payment process must strictly implement the relevant provisions of the related party transaction agreement and the company’s fund management system. Article 12 the Finance Department of the company shall regularly inspect the capital transactions of the company and its subsidiaries. And regularly review the operating and non operating capital transactions and external guarantees between the company and its subsidiaries and the controlling shareholders, actual controllers and other related parties, and report the review to the audit committee of the board of directors.
Article 13 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 and disclose to the securities regulatory department, and freeze the shares of the company held by the controlling shareholder, actual controller and other related parties according to law, or institute legal proceedings, so as to protect the legitimate rights and interests of the company and public shareholders.
Article 14 If the controlling shareholder, actual controller and other related parties occupy the company’s funds, they can immediately apply for judicial freezing of the company’s shares held by the controlling shareholder or actual controller upon the proposal of more than 1 / 2 of the company’s independent directors and the deliberation and approval of the company’s board of directors. If the shareholder cannot return the Occupied Funds in time, they can be recovered according to law by realizing their equity, The specific repayment method shall be implemented according to the actual situation. When the board of Directors considers the above matters, the related directors need to withdraw from 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, the major shareholders, controlling shareholders, actual controllers and other related parties of the company shall avoid voting, 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.
Article 15 the funds occupied by the controlling shareholders, actual controllers and other related parties of the company shall be paid off in cash in principle. Strictly control the controlling shareholders, actual controllers and other related parties to use non cash assets to pay off the occupied company funds. The controlling shareholders, actual controllers and other related parties who intend to use non cash assets to pay off the company’s funds occupied 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 related parties, or hire an intermediary institution that meets the provisions of the securities law to issue an independent financial advisory report.
(IV) the debt repayment scheme of the company’s related parties shall be reviewed and approved by the general meeting of shareholders, and the related party shareholders shall withdraw from voting.
Article 16 the company shall disclose the capital occupation of major shareholders, controlling shareholders, actual controllers and other related parties in the semi annual report and annual report. Where there are specific provisions by the regulatory authorities, their provisions shall prevail.
Chapter IV accountability and punishment
Article 17 when the directors, supervisors 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 and the board of supervisors of the company shall punish the person directly responsible according to the seriousness of the circumstances, and propose to remove the directors and supervisors with significant responsibilities from the general meeting of shareholders.
Article 18 in principle, the company shall not provide guarantee to the controlling shareholder, actual controller and other related parties. 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 19 If the company and its subsidiaries account for non operating funds with controlling shareholders, actual controllers and other related parties, resulting in adverse effects on the company, the company will impose administrative and economic penalties on the relevant responsible persons.
Article 20 if the company and its subsidiaries and the controlling shareholders, actual controllers and other related parties have non operational occupation of funds, illegal guarantees and other phenomena, resulting in losses to investors, the company shall, in addition to giving administrative and economic penalties to the relevant responsible persons, investigate the legal responsibilities of the relevant responsible persons according to law.
Chapter V supplementary provisions
Article 21 matters not covered in this system shall be implemented in accordance with relevant laws, administrative regulations, normative documents and the articles of association. If this system is contrary to the laws, administrative regulations and normative documents issued by the state in the future or the revised articles of association, it shall be implemented in accordance with the provisions of relevant national laws, administrative regulations and normative documents and the articles of association, and the system shall be revised in time and reported to the board of directors for deliberation and approval.
Article 22 the right to interpret this system belongs to the board of directors of the company.
Article 23 the system shall come into force and be implemented after being deliberated and approved by the board of directors of the company.
