Estun Automation Co.Ltd(002747) prevent controlling shareholders and related parties from occupying the company's funds
Estun Automation Co.Ltd(002747)
System for preventing controlling shareholders and related parties from occupying the company's funds
(March 2022)
Chapter I General Provisions
Article 1 in order to regulate the capital transactions between the company and the controlling shareholders, actual controllers and other related persons (hereinafter referred to as "company related persons"), avoid the company's related persons from occupying the company's funds, protect the legitimate rights and interests of the company, shareholders and other stakeholders, and establish a long-term mechanism to prevent the company's related persons from occupying the company's funds, according to the company law of the people's Republic of China Guidelines for the supervision of listed companies No. 8 - regulatory requirements for capital exchanges and external guarantees of listed companies (announcement [2022] No. 26 of China Securities Regulatory Commission), listing rules of Shenzhen Stock Exchange (hereinafter referred to as "Listing Rules"), guidelines for the self discipline supervision of listed companies of Shenzhen Stock exchange No. 1 - standardized operation of listed companies on the main board and other relevant laws and administrative regulations This system is hereby formulated in accordance with the relevant provisions of departmental rules, normative documents and Estun Automation Co.Ltd(002747) articles of Association (hereinafter referred to as the "articles of association") and in combination with the actual situation of the company.
Article 2 this system is applicable to the capital transactions between subsidiaries and related persons of the company included in the scope of the company's consolidated accounting statements.
Article 3 the affiliated persons of the company shall not use their affiliated relationship to damage the interests of the company. The directors, supervisors and senior managers of the company have legal obligations to maintain the safety of the company's funds.
Article 4 the term "occupation of funds" as mentioned in this system includes but is not limited to the occupation of operating funds and non operating funds.
1. Operational fund occupation refers to the fund occupation of the company by the company's related parties through related transactions in production and operation links such as procurement and sales.
2. Occupation of non operating funds refers to the creditor's rights formed by the company's advance of wages, welfare, insurance, advertising and other expenses for the company's affiliates, the payment of funds for the repayment of debts on behalf of the company's affiliates, the lending of funds to the company's affiliates with compensation or free, directly or indirectly, the guarantee liability for the company's affiliates, and other funds used by the company's affiliates without the provision of goods and services.
Estun Automation Co.Ltd(002747) prevent controlling shareholders and related parties from occupying the company's funds
Chapter II Prevention of fund occupation
Article 5 the company shall prevent the company's affiliates from directly or indirectly occupying the company's funds and resources through various ways. The company shall not provide the funds and assets to the company's affiliates with compensation or free, directly or indirectly, or bear the costs and other expenses on behalf of each other by means of advance payment of wages, welfare, insurance, advertising and other expenses.
Article 6 the company shall not directly or indirectly provide the company's funds to its affiliates in the following ways:
1. Advance and bear wages, welfare, insurance, advertising and other expenses, costs and other expenses for the company's affiliates;
2. Repay debts on behalf of related parties of the company;
3. Paid or gratuitous, direct or indirect inter-bank lending of funds to the company's affiliates, except for funds provided by other shareholders of the company participating in the company in the same proportion. The aforementioned "joint stock company" does not include companies controlled by controlling shareholders and actual controllers;
4. The company provides entrusted loans to its affiliates through banks or non bank financial institutions;
5. The company entrusts its affiliates to carry out investment activities;
6. The company issues commercial acceptance bills without real transaction background for its affiliates;
7. The company provides funds to the company's affiliates in the form of purchase payment, asset transfer payment and advance payment when there is no consideration for goods and services or when it is obviously contrary to business logic;
8. Failing to repay the debts formed by the company's guarantee liability to the company's affiliates in time;
9. Other methods recognized by CSRC and Shenzhen Stock Exchange.
The controlling shareholder and actual controller shall not occupy the company's funds in the form of "occupation during the period and return at the end of the period" or "small amount and multiple batches".
Article 7 the related party transactions between the company and its related parties shall be performed in strict accordance with the listing rules and the decision-making procedures of the company's related party transactions.
Chapter III payment procedures for capital transactions
Article 8 the company's directors, supervisors, senior managers and the chairman (or executive director) and general manager of its subsidiaries 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 relevant laws and regulations and the articles of association.
Article 9 capital transactions between the company and related parties due to normal related party transactions,
Estun Automation Co.Ltd(002747) prevent controlling shareholders and related parties from occupying the company's funds
First of all, it shall be examined and approved by the corresponding decision-making body of the company in strict accordance with the authorities and procedures specified in the relevant laws and regulations of the state, the relevant provisions of the CSRC, the listing rules and the measures for the administration of connected transactions of the company.
Article 10 when the company needs to make payment for related party transactions with its 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 articles of Association and relevant systems, and record the relevant decision-making documents such as resolutions of the general meeting of shareholders and resolutions of the board of directors.
Article 11 the company's financial department shall strictly abide by the company's rules and regulations and financial discipline when handling payment matters with the company's affiliates.
The Finance Department of the company shall regularly inspect the company and its subsidiaries, report the review of non operating capital transactions with the company's affiliates, and eliminate the non operating occupation of funds by the company's affiliates.
The general manager of the company is responsible for the daily fund management of the company, and the person in charge of Finance assists the general manager to strengthen the control of the company's financial process and monitor the capital and business transactions between the company's affiliates and the company.
Article 12 when the company's affiliated persons encroach on the company's assets and damage the interests of the company, the public and shareholders, the board of directors of the company shall take effective measures to require the controlling shareholders to stop the infringement and compensate for the losses. When the company's affiliates refuse to correct, the board of directors of the company shall timely report and announce to the local securities regulatory bureau and Shenzhen Stock Exchange, and institute legal proceedings against the company's affiliates to protect the legitimate rights and interests of the company and public shareholders.
Chapter IV audit management and filing management
Article 13 the financial department of the company shall carefully calculate and count the capital transactions between the company and its affiliates. The audit department shall regularly conduct special audits on the company's affiliated transactions and the capital transactions and capital occupation of its affiliates, and establish special financial and audit archives.
Article 14 when auditing the annual financial and accounting report of a listed company, certified public accountants shall issue a special statement on the occupation of funds by the controlling shareholders and other related parties of the company in accordance with the above provisions, and the company shall make an announcement on the special statement.
Chapter V responsibilities and handling of violations of the system
Article 15 if the company's directors, supervisors and senior managers violate the requirements of this system and cause losses to the company when making decisions, reviewing, approving and directly dealing with the capital transactions with the company's affiliates, they shall be liable for compensation. If the losses are relatively serious, they shall also be removed by the corresponding institutions or personnel.
Estun Automation Co.Ltd(002747) prevent controlling shareholders and related parties from occupying the company's funds
Article 16 if the holding subsidiary of the company violates this system and the company's affiliated persons occupy funds for non-profit purposes, violate the rules and guarantee and cause losses to investors, the company shall investigate the corresponding legal responsibilities of the relevant responsible persons in addition to giving administrative and economic penalties to the relevant responsible persons.
Article 17 If the company's affiliates occupy the company's funds in violation of relevant laws, administrative regulations, departmental rules and other normative documents, the company shall timely issue a reminder notice and agree to report to the relevant departments, requiring the relevant departments to investigate their legal responsibilities. 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 18 If the controlling shareholders and related persons of the company occupy the funds of the company, they can immediately apply for judicial freezing and other measures for the shares held by the controlling shareholders after being proposed by more than half of the independent directors of the company and reviewed and approved by the board of directors of the company.
The board of directors of the company shall establish a mechanism of "freezing upon occupation" of the company's shares held by the controlling shareholders. When the controlling shareholders encroach on the company's assets, the company shall immediately apply for judicial freezing of the shares held by the controlling shareholders. If it cannot be paid off in cash or assets within the specified period, the company shall apply to the relevant judicial department for the realization of frozen shares or judicial auction to repay the occupied assets within 30 days after the expiration of the specified period.
Article 19 the company shall standardize and reduce related party transactions as much as possible. When dealing with operating capital transactions with related parties of the company, it shall strictly restrict the occupation of company funds by related parties of the company.
Chapter VI supplementary provisions
Article 20 Where there are no provisions in this system, the provisions of relevant laws, administrative regulations, departmental rules and normative documents and the provisions of the articles of association shall apply. In case of any conflict between this system and laws, administrative regulations, departmental rules, normative documents and the articles of association, the laws, administrative regulations, departmental rules, normative documents and the articles of association shall prevail.
Article 21 the system shall come into force from the date of deliberation and approval by the board of directors of the company, and the board of directors of the company shall be responsible for revision and interpretation.
