Zhejiang Shouxiangu Pharmaceutical Co.Ltd(603896)
Prevention of controlling shareholders and related parties
System of occupying company funds
March 2002 (Revised)
Chapter I General Provisions Chapter II specification of capital transactions between the company and related parties Chapter III management responsibilities and measures Chapter IV accountability and punishment 3 Chapter V Supplementary Provisions four
Chapter I General Provisions
Article 1 in order to establish a long-term mechanism for Zhejiang Shouxiangu Pharmaceutical Co.Ltd(603896) (hereinafter referred to as “the company”) to prevent the controlling shareholders and related parties from occupying the company’s funds and eliminate the occupation of funds by the controlling shareholders and related parties, in accordance with the company law of the people’s Republic of China and the guidance on the supervision of listed companies No. 8 – regulatory requirements for capital exchanges and external guarantees of listed companies This system is hereby formulated in accordance with the relevant laws, regulations and normative documents such as the Listing Rules of Shanghai Stock Exchange (hereinafter referred to as the “Listing Rules”) and the relevant provisions of the Zhejiang Shouxiangu Pharmaceutical Co.Ltd(603896) articles of Association (hereinafter referred to as the “articles of association”).
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 fund occupation includes operating fund occupation and non operating fund occupation.
Operating fund occupation refers to the fund occupation generated by the controlling shareholders and related parties through related party transactions in production and operation links such as procurement and sales;
Occupation of non operating funds refers to the payment of wages, welfare, insurance, advertising and other period expenses for the controlling shareholders and related parties, the payment of funds for repaying debts on their behalf, the paid or free, direct or indirect lending of funds to the controlling shareholders and related parties, the creditor’s rights formed by assuming the guarantee liability for the controlling shareholders and related parties, and other funds used by the controlling shareholders and related parties without the provision of goods and services.
Chapter II standardization of capital transactions between the company and related parties
Article 4 in the business capital transactions between the company and its controlling shareholders and related parties, the occupation of the company’s funds shall be strictly restricted. The company shall not provide funds, assets and resources directly or indirectly to the controlling shareholders and their related parties by means of advance payment of wages, welfare, insurance, advertising and other expenses, advance investment payment, or bear costs and other expenses on behalf of each other.
Article 5 the company shall not directly or indirectly provide funds to controlling shareholders and related parties in the following ways:
(I) lending the company’s funds (including entrusted loans) to the controlling shareholders, their actual controllers and related parties with compensation or free of charge; Except that the listed company and other shareholders of the participating company provide funds in the same proportion. The aforementioned “joint stock company” does not include companies controlled by controlling shareholders and actual controllers;
(II) advance wages, welfare, insurance, advertising and other expenses, bear costs and other expenses for the controlling shareholders, actual controllers and other related parties;
(III) providing entrusted loans to controlling shareholders and related parties through banks or non bank financial institutions;
(IV) entrust controlling shareholders, actual controllers and related parties to carry out investment activities;
(V) issuing commercial acceptance bills without real transaction background for controlling shareholders, actual controllers and related parties, and providing 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;
(VI) repay debts on behalf of controlling shareholders, actual controllers and related parties;
(VII) providing loan guarantee for controlling shareholders, actual controllers and related parties in violation of regulations;
(VIII) other methods recognized by CSRC and Shanghai Stock Exchange.
Article 6 during the audit of the annual financial and accounting report, the company shall employ a certified public accountant to issue a special explanation on the above matters to the funds occupied by the controlling shareholders, actual controllers and other related parties of the company, and the company shall make an announcement on the special explanation.
Article 7 related party transactions between the company and its controlling shareholders and related parties must be made and implemented in strict accordance with the company’s related party transaction management system.
Article 8 the guarantee provided by the company to the controlling shareholders and related parties shall be deliberated and approved by the general meeting of shareholders, and the related shareholders shall withdraw from voting.
Chapter III management responsibilities and measures
Article 9 the long-term operation mechanism of non controlling shareholders and related parties shall be strictly prevented from occupying funds of the company.
Article 10 the directors, supervisors and senior managers of the company 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 relevant provisions.
Article 11 the chairman of the board of directors is the first responsible person for preventing the occupation of funds and clearing up debts. Article 12 independent directors shall express independent opinions on related party transactions involving the occupation of funds.
Article 13 the Audit Department of the company shall review the operating and non operating capital transactions between the company and its subsidiaries and the controlling shareholders and related parties every quarter. If the audit department finds any abnormal situation, it shall timely submit it to the board of directors of the company to take corresponding measures in accordance with laws and regulations and the relevant provisions of the articles of association.
Article 14 the board of directors and the general manager of the company shall, in accordance with their authority and responsibilities, consider and approve the compliance and legal related party transactions between the company and the controlling shareholders and related parties through production and operation links such as procurement and sales, and the related directors shall avoid voting.
Article 15 when the company conducts related party transactions with controlling shareholders and related parties, the fund approval and payment process must strictly implement the related party transaction agreement and relevant provisions on fund management.
Article 16 the directors, supervisors and senior managers of the company shall pay timely attention to whether the controlling shareholders and their related parties misappropriate funds and occupy the interests of the company. The supervisors of the company regularly check the capital transactions between the company and related parties to understand whether the company is occupied or transferred by the controlling shareholders and their related parties. In case of any abnormality, they shall timely submit it to the board of directors of the company to take corresponding measures.
Article 17 Where the controlling shareholders and their related parties occupy funds in violation of regulations, the board of directors of the company shall take effective measures to require the controlling shareholders and their related parties to immediately stop the infringement and formulate a debt settlement plan according to law.
Article 18 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 the controlling shareholders and their related parties, the board of directors of the company shall timely take protective measures such as litigation, property preservation and equity freezing to avoid or reduce the loss. If the controlling shareholder or actual controller takes advantage of his / her control position to cause damage to the rights and interests of the company and other shareholders, the board of directors shall make a claim for compensation and investigate his / her responsibility according to law. The board of directors of the company shall “freeze upon occupation” of the shares held by the controlling shareholder, that is, if it is found that the controlling shareholder embezzles the company’s assets, it shall immediately apply for judicial freezing of the shares held by the controlling shareholder. If it cannot be repaid in cash, it shall repay the embezzled assets by realizing its equity.
Article 19 in case of capital occupation, the company shall strictly control the implementation conditions of “paying debts with shares” or “paying debts with assets”, strengthen supervision, and prevent shoddy goods, repudiation with shares and other acts that damage the rights and interests of the company and minority shareholders.
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 listed company, which is conducive to enhancing the company’s independence and core competitiveness and reducing related party transactions. They must not be assets that have not been put into use or assets without an 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) the independent directors shall express independent opinions on the debt repayment scheme of the company’s related parties, or hire an intermediary institution in line with 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.
Chapter IV accountability and punishment
Article 20 when the directors and senior managers of the company assist and connive at the controlling shareholders and related parties to misappropriate the assets of the company, the board of directors of the company shall give warnings and dismiss the senior managers who are directly responsible according to the seriousness of the circumstances. If the circumstances are serious, they shall be investigated for criminal responsibility; The director who is directly responsible shall be given a warning, and the director who is seriously responsible shall be proposed to the general meeting of shareholders for dismissal and investigated for criminal responsibility.
Article 21 all directors of the company shall prudently treat and strictly control the debt risks arising from the guarantee to the controlling shareholders and related parties, and bear joint and several liabilities for the losses arising from the illegal or improper external guarantee according to law. Article 22 If the company or its subsidiaries occupy non operating funds with controlling shareholders and related parties, which has an adverse impact on the company, the company will impose administrative and economic penalties on the relevant responsible persons. Article 23 If the company or its subsidiaries violate this system and cause losses to investors due to the non operational occupation of funds and illegal guarantees by controlling shareholders and related parties, the company shall not only impose administrative and economic penalties on the relevant responsible persons, but also investigate the legal responsibilities of the relevant responsible persons.
Chapter V supplementary provisions
Article 24 Where there are no provisions in this system, the provisions of relevant laws, regulations and the articles of association shall apply.
Article 25 the system shall be interpreted by the board of directors of the company.
Article 26 this system is adopted by the general meeting of shareholders of the company and shall be implemented from the date of adoption.
