System for preventing the occupation of funds by controlling shareholders and other related parties
Chapter I General Provisions
Article 1 in order to establish a long-term mechanism for Anhui Huilong Agricultural Means Of Production .Co.Ltd(002556) (hereinafter referred to as “the company”) to prevent the controlling shareholders (including the actual controllers, the same below) and other related parties from occupying the funds, prevent the controlling shareholders and other related parties from occupying the funds, and further safeguard the legitimate rights and interests of all shareholders and creditors of the company, In accordance with the securities law of the people’s Republic of China, the standards for the governance of listed companies, 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 (hereinafter referred to as the “Stock Listing Rules”), the Anhui Huilong Agricultural Means Of Production .Co.Ltd(002556) articles of Association (hereinafter referred to as the “articles of association”) and other laws and regulations, and in combination with the actual situation of the company, This system is hereby formulated.
Article 2 the related parties mentioned in this system include the related natural persons and related legal persons specified in the stock listing rules and the company’s related party transaction system.
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 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 on behalf of the controlling shareholder and other related parties, paying funds for repaying debts on behalf of the controlling shareholder and other related parties, and lending funds directly or indirectly to the controlling shareholder and other related parties for compensation or free, so as to bear the guarantee liability for the controlling shareholder and other related parties, Other funds used by controlling shareholders and other related parties without the provision of goods and services.
Article 4 this system is applicable to the capital transactions between the company (including subsidiaries within the scope of consolidated statements) and the controlling shareholders and other related parties. The capital transactions between the company’s controlling shareholders, actual controllers and other related parties and their subordinate companies shall be implemented with reference to this system.
Chapter II principles for preventing the occupation of funds by controlling shareholders and related parties
Article 5 the company shall be separated from the personnel, assets and finance of the controlling shareholder and other related parties, with independent institutions and businesses, independent accounting and independently bearing responsibilities and risks. The personnel of the company shall be independent of the controlling shareholders, actual controllers and other related parties. The assets of the company shall be independent and complete with clear ownership, and shall not be occupied or controlled by directors, supervisors, senior managers, controlling shareholders and other related parties.
Article 6 the company shall establish and improve an independent financial accounting system, be able to make financial decisions independently, and have a standardized financial accounting system and financial management system for branches and subsidiaries.
Article 7 the board of directors, the board of supervisors and other internal institutions of the company shall operate independently and exercise the right of operation and management independently, and shall not be confused with the controlling shareholders and other related parties, which may affect the independent operation of the company. Article 8 the company shall not provide financial assistance such as funds for directors, supervisors, senior managers, controlling shareholders and other related parties.
Article 9 when the company has business capital transactions with the controlling shareholders and other related parties, it shall strictly perform the relevant examination and approval procedures and information disclosure obligations, clarify the settlement period of business capital transactions, and shall not provide funds and other financial assistance to the controlling shareholders and other related parties in the form of business capital transactions. The settlement period of operating capital transactions between the company and its controlling shareholders and other related parties shall be implemented in strict accordance with the signed contracts. Article 10 when the company plans to purchase or participate in bidding for the projects or assets of the controlling shareholder or its affiliates, it shall check whether it occupies the company’s funds, requires the company to provide guarantees in violation of laws and regulations, etc. Before the above violations are effectively resolved, the company shall not purchase relevant projects or assets from it.
Article 11 the company shall not directly or indirectly provide funds to controlling shareholders and other related parties in the following ways:
(I) advance and bear wages, welfare, insurance, advertising and other expenses, costs and other expenses for the controlling shareholders and related parties;
(II) lending the company’s funds to the controlling shareholders and related parties with compensation or free, directly or indirectly; (III) providing entrusted loans to controlling shareholders and related parties through banks or non bank financial institutions;
(IV) entrust controlling shareholders and related parties to carry out investment activities;
(V) issuing commercial acceptance bills for controlling shareholders and related parties without real transaction background;
(VI) repay debts on behalf of controlling shareholders and related parties;
(VII) providing funds to controlling shareholders and related parties in other ways without consideration for goods and services;
(VIII) failing to repay the debts formed by the company’s guarantee liability to the controlling shareholders and related parties in time; (IX) other methods recognized by the regulatory authorities.
Article 12 the company is prohibited from providing guarantees to controlling shareholders and related parties.
Article 13 the related party transactions between the company and the controlling shareholders and other related parties must be made and implemented in strict accordance with the relevant provisions of the stock listing rules, the company’s related party transaction system and the articles of association of the Shenzhen Stock Exchange.
Chapter III management responsibilities and measures
Article 14 the company’s directors, supervisors, senior managers and the main persons in charge of each subordinate company shall have legal obligations and responsibilities to maintain the safety of the company’s funds and property, and ensure that the company’s assets are not occupied by the controlling shareholders. They shall perform their duties diligently and dutifully in accordance with relevant regulations and the articles of association, rules of procedure of the board of directors, rules of procedure of the board of supervisors and working rules of the general manager of the company.
Article 15 the chairman of the company is the first person responsible for preventing the controlling shareholders and other related parties from occupying the company’s funds, the general manager is the executive director, the financial director is the specific supervisor, the financial department is the functional department to implement the measures to prevent the occupation of funds, and the audit department is the daily supervision department.
Article 16 when the company’s external audit institution audits the company’s annual financial and accounting report, it shall issue a special statement on the company’s occupation of funds by controlling shareholders and other related parties, and the company shall make an announcement on the special statement in accordance with relevant regulations. In the annual report, the independent directors of the company shall make special explanations on the accumulated and current external guarantees of the company, and the occupation of funds by the controlling shareholders and other related parties of the company, and express independent opinions.
Article 17 when the controlling shareholders and other related parties encroach on the company’s assets and damage the interests of the company and the public 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 controlling shareholder and other related parties refuse to correct, the board of directors of the company shall timely report and announce to Anhui securities regulatory bureau and Shenzhen Stock Exchange, and file legal proceedings against the controlling shareholder and other related parties to protect the legitimate rights and interests of the company and public shareholders. At the same time, 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 assets, it shall apply for property preservation and freeze its shares at the same time of filing a lawsuit.
If the embezzled assets cannot be repaid in cash, they can not be repaid in cash. When the board of Directors considers relevant matters, the directors of related parties need to avoid voting.
Article 18 If the controlling shareholders and other related parties of the company occupy the funds of the company, they can immediately apply for judicial freezing of the shares held by the controlling shareholders after being proposed by more than 1 / 2 of the independent directors of the company and reviewed and approved by the board of directors of the company. The specific repayment method shall be implemented according to the actual situation. When the board of directors deliberates relevant matters, 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 of shareholders, the controlling shareholders of the company shall withdraw from voting according to law, 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 of shareholders.
If the controlling shareholders and other related parties of the company occupy the funds of the company, the company shall formulate a debt settlement plan according to law.
Chapter IV accountability and punishment
Article 19 If the directors, supervisors and senior managers of the company assist and connive at the controlling shareholders and related parties to encroach on the company’s assets, 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, and investigate their legal responsibilities if the circumstances are serious; The directors and supervisors who are directly responsible shall be given a warning, and the directors and supervisors who are seriously responsible shall be proposed to the general meeting of shareholders for dismissal or even investigated for legal responsibility. The board of supervisors of the company shall earnestly perform the supervision function.
Article 20 if the company or its subsidiaries within the scope of consolidated statements violate this system and the controlling shareholders and other related parties occupy funds for non operation, violate guarantees and other phenomena, resulting in adverse effects on the company or losses to investors, 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 21 matters not covered in this system shall be implemented in accordance with relevant laws, regulations, normative documents, articles of association and other relevant provisions.
Article 22 the board of directors of the company is responsible for the interpretation of this system.
Article 23 the system shall come into force from the date of deliberation and approval by the general meeting of shareholders of the company, and the same shall apply to modification Anhui Huilong Agricultural Means Of Production .Co.Ltd(002556)
Board of directors
March 2022
