Shenzhen Salubris Pharmaceuticals Co.Ltd(002294)
Entrusted financial management system
Chapter I General Provisions
Article 1 in order to standardize the management of entrusted wealth management business of Shenzhen Salubris Pharmaceuticals Co.Ltd(002294) (hereinafter referred to as “the company”) and wholly-owned and holding subsidiaries (hereinafter referred to as “subsidiaries”), effectively control the risks in the process of decision-making and implementation, improve investment income and safeguard the interests of the company and shareholders, In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of information disclosure of listed companies, the stock listing rules of Shenzhen Stock Exchange (revised in 2022), the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of companies listed on the main board, supporting guidelines and other relevant laws, regulations, normative documents and the articles of association, This system is formulated in combination with the actual situation of the company.
Article 2 the term “entrusted financial management” as mentioned in this system refers to the behavior that a company entrusts banks, trusts, securities, funds, futures, insurance asset management institutions, financial asset investment companies, private fund managers and other professional financial management institutions to invest and manage its property or purchase relevant financial products.
Article 3 this system is applicable to the company, its wholly-owned subsidiaries and holding subsidiaries. The investment and financial management of wholly-owned subsidiaries and holding subsidiaries of the company shall be reported to the company for approval, and no investment and financial management activities shall be carried out without the approval of the company.
Chapter II principles of entrusted financial management
Article 4 when conducting entrusted financial management, the company shall adhere to the principle of “standardized operation, risk prevention, prudent investment, value preservation and appreciation”, on the premise that it will not affect the normal operation of the company and the development of its main business.
Article 5 Where a company uses idle self owned funds for entrusted financial management, it shall carefully evaluate the risks of entrusted financial management and shall not occupy the company’s normal operation and project construction funds.
If the company uses the temporarily idle raised funds (including over raised funds) for cash management, it shall also comply with the relevant provisions on the use of raised funds such as the management system of raised funds of the CSRC, Shenzhen Stock Exchange and the company, and shall not affect the normal progress of the projects of raised funds or change the purpose of raised funds in a disguised form. Article 6 when conducting entrusted financial management, the company must fully prevent risks. It shall select a qualified professional financial management institution with good credit status and financial status, no bad credit record and strong profitability as the trustee, and sign a written contract with the trustee to clarify the amount, term, investment variety, rights, obligations and legal responsibilities of both parties. The company shall not provide financial assistance to others in disguised form in the name of entrusted financial management, and shall not evade the deliberation procedures and information disclosure obligations that should be performed in the purchase of assets or foreign investment in the name of entrusted financial management and other investment.
Article 7 when conducting entrusted financial management, the company shall strictly comply with the approval authority, decision-making procedures, implementation, risk prevention and control and information disclosure specified in laws and regulations, normative documents, relevant business rules of the exchange, the articles of association and this system, and determine the investment scale according to the risk tolerance of the company.
Article 8 entrusted wealth management must set up a wealth management product account in the name of the company, and shall not use other company or individual accounts for acts related to wealth management business.
Article 9 the company may conduct cash management on the temporarily idle raised funds (including over raised funds), and the term of its investment products shall not exceed 12 months, and must meet the following conditions:
(I) principal guaranteed products with high security such as structured deposits and certificates of deposit;
(II) good liquidity, which shall not affect the normal operation of the investment plan of the raised funds;
(III) investment products shall not be pledged, and the special product settlement account (if applicable) shall not deposit non raised funds or be used for other purposes. If the special product settlement account is opened or cancelled, the company shall timely report to the stock exchange for filing and announcement.
Article 10 the entrusted financial management of the company’s subsidiaries shall be regarded as the entrusted financial management of the company, and shall be approved in accordance with the relevant provisions of this system.
Chapter III approval authority and implementation procedures
Article 11 the approval authority of the company’s entrusted financial management quota shall refer to the provisions of the articles of association.
The company shall conduct investment and wealth management within the financial management quota deliberated and approved by the board of directors or the general meeting of shareholders, and within the scope and period of financial products approved by the examination and approval. If the company is difficult to fulfill the review procedures and disclosure obligations for each entrusted financial management due to transaction frequency and timeliness requirements, it can reasonably predict the scope, amount and duration of entrusted financial management in the next 12 months, and apply the relevant provisions of review authority in accordance with the articles of association and other relevant provisions.
Within the validity period of the resolution of the board of directors or the general meeting of shareholders, the amount of entrusted financial management shall not exceed the amount of financial management approved by the board of directors or the general meeting of shareholders, but can be recycled within the limit and planning cycle. The service life of the relevant limit shall not exceed 12 months, and the transaction amount at any point in the period (including the relevant amount of reinvestment of the income of the above investment) shall not exceed the entrusted financial management limit.
In case of entrusted financial management between the company and its related parties, the amount of entrusted financial management shall also be taken as the calculation standard, and the relevant provisions of related party transactions in the stock listing rules shall apply.
Article 12 the entrusted financial management of the company shall perform the necessary approval procedures in accordance with relevant laws, regulations, normative documents, articles of association and other relevant provisions, and can be carried out only with the approval of the board of directors or the general meeting of shareholders.
Article 13 the use of idle raised funds (including over raised funds) for cash management shall be examined and approved by the board of directors of the company, and the independent directors, the board of supervisors, the recommendation institution or the independent financial adviser shall express their explicit consent.
If the company uses the temporarily idle raised funds for cash management, it shall timely announce the following contents after the meeting of the board of directors:
(I) basic information of the funds raised this time, including the time of raising, the amount of funds raised, the net amount of funds raised and the investment plan;
(II) use of raised funds and reasons for idle raised funds;
(III) the amount and term of idle raised funds investment products, whether there is any behavior of changing the purpose of raised funds in a disguised form and measures to ensure that the normal progress of raised funds projects will not be affected;
(IV) income distribution mode and investment scope of investment products, safety analysis provided by product issuers, risk control measures taken by the company to ensure capital safety, etc;
(V) opinions issued by independent directors, board of supervisors, sponsors or independent financial advisers.
The company shall, in case of major risks such as the deterioration of the financial situation of the product issuer and the loss of the invested products, timely disclose the risk prompt announcement and explain the risk control measures taken by the company to ensure the safety of funds.
Article 14 the financial department of the company is the management department and the responsible department for the implementation of the entrusted financial management of the company, which is responsible for the preparation and implementation of the entrusted financial management plan, the handling and daily management of the entrusted financial products, the financial accounting of the entrusted financial products, the filing and safekeeping of the relevant materials of the entrusted financial products, etc. The main functions include:
(I) be responsible for the preliminary demonstration and research of the entrusted financial management scheme;
(II) be responsible for selecting professional financial institutions with good credit status, good financial status and strong profitability as the trustee, and organize to submit the entrustment agreement and relevant contract approval form signed with the trustee to the financial director for risk review;
(III) during the extension of entrusted wealth management business, the financial department of the company shall assign special personnel to track the progress of wealth management products and investment safety.
The professional financial management personnel of the company shall timely analyze and track the investment direction of entrusted financial products. If the evaluation finds that there are risk factors that may affect the safety of the company’s funds, they shall timely report to the financial director, take corresponding measures to control the investment risk, and the financial director shall timely report to the general manager and the board of directors;
(IV) the financial department of the company shall, in accordance with the accounting standards for business enterprises and other relevant provisions, conduct daily accounting for the entrusted financial management business of the company and correctly present it in the financial statements;
(V) establish and improve the management account of entrusted financial management, and timely archive the investment product agreement, product manual and other documents after the completion of entrusted financial management.
Chapter IV Business Supervision and risk control
Article 15 when conducting entrusted financial management, the company shall sign a written contract with the trustee to clarify the amount, period, investment variety, rights, obligations and legal liabilities of both parties, and require the provision of guarantee when necessary. The sixteenth company’s financial department, in accordance with the requirements of the company’s capital management, entrust the access of financial management funds to be carried out in the name of the company, and prohibit the transfer and transfer of funds from the entrusted financial account in the name of individuals.
Article 17 the financial department of the company shall designate the person in charge to track the use progress and investment safety of the entrusted financial management funds, and report in time in case of abnormalities, so as to take effective measures to recover the funds immediately and avoid or reduce the losses of the company. If it is found that the partner does not comply with the provisions of the contract or the financial income does not reach the established level, the company shall be requested to take measures such as terminating the financial management or no renewal at the expiration.
Article 18 the financial department of the company shall carry out the specific operation of entrusted financial management within the investment scale and tolerable risk limit approved and determined by the general meeting of shareholders or the board of directors, and shall not engage in any unauthorized specific operation of entrusted financial management.
Article 19 the Audit Department of the company is responsible for auditing and supervising the entrusted financial management, regularly inspecting the entrusted financial management projects, reasonably predicting the possible gains and losses of various financial products according to the principle of prudence, and reporting to the audit committee of the board of directors.
The independent directors and the board of supervisors of the company have the right to regularly or irregularly supervise and inspect the entrusted financial management of the company.
Chapter V Information Disclosure
Article 20 the company shall analyze and judge the entrusted wealth management and investment information of the company in accordance with the company law, the securities law, the stock listing rules of Shenzhen Stock Exchange (revised in 2022), the self discipline supervision guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and other laws and regulations, normative documents, the relevant requirements of the relevant business rules of the exchange and the internal regulations such as the articles of association, And make public disclosure in accordance with relevant regulations.
Chapter VI supplementary provisions
Article 21 matters not covered in this system shall be implemented in accordance with relevant national laws, regulations, normative documents, relevant business rules of the exchange and relevant provisions of the articles of association. In case of any inconsistency between this system and relevant laws and regulations, normative documents, relevant business rules of the exchange and the relevant provisions of the articles of association, the provisions of relevant laws and regulations, normative documents, relevant business rules of the exchange and the articles of association shall prevail. Article 22 the system shall be formulated, revised and interpreted by the board of directors of the company.
Article 23 the system shall come into force from the date of deliberation and approval by the board of directors, and the same shall apply to modification.
Shenzhen Salubris Pharmaceuticals Co.Ltd(002294)
Board of directors
March 29, 2002
