Inner Mongolia Tianshou Technology&Development Co.Ltd(000611)
Management measures for holding subsidiaries
(approved by the board of directors on March 22, 2022)
Chapter I General Provisions
Article 1 in order to promote the standardized operation of the holding subsidiary of Inner Mongolia Tianshou Technology&Development Co.Ltd(000611) (hereinafter referred to as “the company” or “the company”), ensure that the business of the holding subsidiary conforms to the overall strategic development direction of the company, effectively control business risks and protect the legitimate rights and interests of investors, in accordance with the company law of the people’s Republic of China, the securities law, the stock listing rules of Shenzhen Stock Exchange (hereinafter referred to as “the Listing Rules”) and other laws These measures are formulated in accordance with the relevant provisions of laws, regulations and the articles of association of Inner Mongolia Tianshou Technology&Development Co.Ltd(000611) company (hereinafter referred to as the “articles of association”) and in combination with the actual situation of the company.
Article 2 the term “holding subsidiary” as mentioned in these Measures refers to the company that holds more than 50% of its shares or holds less than 50% of its shares but can actually control.
Article 3 these measures are applicable to the company and its holding subsidiaries. All functional departments, directors, supervisors and senior managers of the company and its holding subsidiaries shall do a good job in management, guidance and supervision in a timely and effective manner in accordance with these measures.
Article 4 holding subsidiaries shall operate in accordance with the standards of listed companies, strictly abide by the listing rules and other laws and regulations and the provisions of these measures, and formulate detailed rules for the implementation of their own internal control systems according to their own business characteristics and environmental conditions.
Article 5 the development strategy and planning of the holding subsidiary must comply with the overall development strategy and planning formulated by the company, and shall implement the provisions of the company’s management systems for the holding subsidiary.
Chapter II management responsibilities
Article 6 a holding subsidiary shall, in accordance with relevant laws and regulations, improve its own corporate governance structure, establish and improve its internal management system and three meeting system.
The holding subsidiary shall establish the board of shareholders, the board of directors and the board of supervisors according to law. The company exercises the functions of management, coordination, supervision and assessment by participating in the shareholders’ meeting, the board of directors and the board of supervisors of the holding subsidiary.
Article 7 the company has the right to appoint directors, supervisors or recommend candidates for directors, supervisors and senior managers to the holding subsidiaries in accordance with the articles of association of the holding subsidiaries, and can make appropriate adjustments to the candidates for directors, supervisors and senior managers within their appointed or recommended term of office as needed.
Article 8 the directors, supervisors or senior managers appointed by the company shall exercise their functions and powers in accordance with the articles of association of the holding subsidiary, bear corresponding responsibilities and be responsible to the board of directors of the company. The senior managers appointed by the company shall be responsible for the specific implementation of the company’s business plan in the holding subsidiary, and shall feed back the operation, finance and other relevant information of the holding subsidiary to the company in time.
Article 9 the functional departments of the company can guide, manage and supervise the operation, finance, major investment, legal affairs and human resources of the holding subsidiaries through the senior managers appointed by the company according to the management systems or measures of the company’s internal control.
Chapter III Financial Management
Article 10 a holding subsidiary shall formulate its own financial management system in accordance with the accounting standards for business enterprises and its articles of association and with reference to the relevant provisions of the company’s financial management system, and report to the company’s financial department for the record.
Article 11 the financial department of the holding subsidiary shall establish accounting books, register accounting vouchers, and conduct independent revenue and expenditure and independent accounting in accordance with the relevant financial management system and the accounting standards for business enterprises.
Article 12 the financial department of a holding subsidiary shall, in accordance with the provisions of the relevant financial management system, do a good job in the basic work of financial management, be responsible for preparing a comprehensive budget, accounting, supervision and control of business operations, and strengthen the management of costs, expenses and funds.
Article 13 the accounting policies, accounting estimates and changes adopted in the daily accounting and financial management of the holding subsidiary shall comply with the relevant national laws and regulations and the company’s financial accounting system and relevant provisions. Article 14 the company’s internal control system for withdrawing various asset impairment reserves is applicable to the management of holding subsidiaries on various asset impairment reserves.
Article 15 a holding subsidiary shall timely submit its financial statements and provide accounting materials in accordance with the requirements of the company for the preparation of consolidated accounting statements and the disclosure of financial and accounting information, as well as the requirements of the company’s financial department for the content and time of submission, and its financial statements shall be audited by a certified public accountant entrusted by the company at the same time.
Article 16 the financial statements and relevant materials submitted by the holding subsidiary to the company mainly include: operation report, production and sales report, balance sheet, profit and loss statement, cash flow statement, financial analysis report, statement of providing funds and guarantees to others, etc.
Article 17 the financial person in charge of a holding subsidiary shall regularly report the capital changes to the board of directors of the company. Article 18 a holding subsidiary shall arrange the use of funds in accordance with the provisions of its articles of association and financial management system. The person in charge of the holding subsidiary shall not invest, borrow, guarantee or misappropriate for private use in violation of the regulations, and shall not sign and approve the expenses beyond his authority. For the above acts, the financial personnel of the holding subsidiary shall have the right to stop and refuse to pay. If the stop is ineffective, he may directly report to the board of directors of the company.
Article 19 a holding subsidiary shall not conceal its income and profits in its business activities, and shall not set up off book accounts and small coffers without permission.
Article 20 if the holding subsidiary violates the relevant national financial regulations and the financial system of the company and the holding subsidiary, the company has the right to investigate the responsibilities of the relevant parties and punish them in accordance with the national financial regulations and the relevant provisions of the company and the holding subsidiary.
Article 21 a holding subsidiary shall properly keep its financial archives for a period of time in accordance with the relevant national regulations on the management of financial and accounting archives.
Chapter IV Investment Decision
Article 22 all business activities of the holding subsidiary must comply with various national laws, regulations, rules and policies, formulate its own business management objectives according to the overall development plan of the company, establish a market-oriented plan management system, ensure the planned completion of the annual business objectives and ensure the investment income of the company and other shareholders.
Article 23 a holding subsidiary shall improve the decision-making procedures and management systems of investment projects, strengthen the management and risk control of investment projects, and the investment decisions must be institutionalized and programmed. Before submitting an investment project for approval, the project shall be subject to preliminary investigation and research, feasibility study, organization demonstration and project evaluation, so as to achieve scientific demonstration, standardized decision-making and whole process management, so as to maximize the investment benefit.
Article 24 the foreign investment of the holding subsidiary shall be subject to the guidance and supervision of the company. If such foreign investment matters need to be deliberated by the board of directors or the general meeting of shareholders of the company, the holding subsidiary shall submit the foreign investment proposal to the board of directors or the general meeting of shareholders of the company for deliberation before convening the board of directors or the general meeting of shareholders (or the general meeting of shareholders).
Article 25 before the major contracts of the holding subsidiaries are submitted to the board of directors or the general meeting of shareholders for deliberation according to the approval procedures, the legal affairs department and the Finance Department of the company shall jointly review the contents of the contracts. The holding subsidiary shall report to the Securities Department of the company for filing within 10 days after the signing of the contract. If major information of the company is involved, it shall be submitted to the Securities Department of the company within one working day.
Article 26 the holding subsidiary shall comply with the related party transaction management system formulated by the company to perform the relevant procedures of related party transactions. If such related party transactions need to be deliberated by the board of directors or the general meeting of shareholders of the company, the holding subsidiary shall first submit the proposal of related party transactions to the board of directors or the general meeting of shareholders of the company for deliberation before convening the board of directors or the general meeting of shareholders (or the general meeting of shareholders). When the board of Directors considers related party transactions, related directors avoid voting, and when the general meeting of shareholders considers related party transactions, related shareholders avoid voting.
Article 27 the external guarantee of the holding subsidiary shall follow the company’s management system on external guarantee. If such external guarantee matters need to be deliberated by the company’s board of directors or general meeting of shareholders, the holding subsidiary shall submit the guarantee proposal to the company’s board of directors or general meeting of shareholders before convening the board of directors or general meeting of shareholders (or general meeting of shareholders). Chapter V Information Disclosure
Article 28 the person in charge of a holding subsidiary (the chief financial officer, manager, etc. of the holding subsidiary appointed by the company) shall timely report to the board of directors of the company the major business events, major financial events and other information that may have a significant impact on the trading price of the company’s shares and their derivatives, And perform the examination and approval procedures and information disclosure obligations in strict accordance with the requirements of the regulatory authorities for listed companies and the relevant provisions of the company’s measures for the administration of information disclosure.
Article 29 the holding subsidiaries shall manage the major information in accordance with the internal reporting and confidentiality system of major information and the reporting system of major information of subsidiaries, so as to ensure the authenticity, accuracy, integrity and timeliness of the company’s information disclosure and safeguard the legitimate rights and interests of investors.
Chapter VI supplementary provisions
Article 30 matters not covered in these Measures shall be implemented in accordance with the relevant provisions of relevant national laws, regulations and normative documents. In case of any conflict between some provisions of these measures and the adjustment of relevant laws, regulations and normative documents, the provisions of relevant laws, regulations and normative documents shall prevail.
Article 31 the board of directors of the company shall be responsible for the formulation, revision and interpretation of these measures,
Article 32 these Measures shall come into force and be implemented from the date of adoption of the resolution of the board of directors.
