Jahen Household Products Co.Ltd(300955)
System for preventing controlling shareholders and related parties from occupying the company’s funds April 2002
Jahen Household Products Co.Ltd(300955)
System to prevent controlling shareholders and related parties from occupying the company’s funds
Chapter I General Provisions
Article 1 in order to establish a long-term mechanism to prevent the controlling shareholders and related parties from occupying the funds of Jahen Household Products Co.Ltd(300955) (hereinafter referred to as the “company”) 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, the securities law of the people’s Republic of China, the guidelines for the supervision of listed companies No. 8 – regulatory requirements for capital exchanges and external guarantees of listed companies (CSRC announcement [2022] No. 26), the Listing Rules of Shenzhen Stock Exchange on the gem, the guidelines for the self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on the gem and other laws in force This system is hereby formulated in accordance with the regulations, rules and regulations and the Jahen Household Products Co.Ltd(300955) articles of Association (hereinafter referred to as the “articles of association”). Article 2 this system is applicable to the capital transactions between the company and its controlling shareholders, actual controllers and their related parties. The company referred to in this system includes Jahen Household Products Co.Ltd(300955) and all subsidiaries included in the scope of consolidated accounting statements.
Article 3 the directors, supervisors and senior managers of the company have legal obligations and bear corresponding responsibilities for maintaining the safety of the company’s funds.
Article 4 fund occupation includes operating fund occupation and non operating fund occupation.
Operating capital occupation refers to the capital 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 creditor’s rights formed by the wages, welfare, insurance, advertising and other expenses advanced for the controlling shareholders and related parties, the funds paid to repay the debts on behalf of the controlling shareholders and related parties, the funds lent directly or indirectly to the controlling shareholders and related parties for compensation or free, and the guarantee liability for the controlling shareholders and related parties, Other funds used by controlling shareholders and related parties without the provision of goods and services. Chapter II principles for preventing the occupation of funds by controlling shareholders and related parties
Article 5 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 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 6 the company shall not directly or indirectly provide funds to controlling shareholders and related parties in the following ways:
1. The funds provided to the controlling shareholders or other related parties free of charge, except for the funds lent to the controlling shareholders of the company;
2. Provide entrusted loans to related parties through banks or non bank financial institutions;
3. Entrust controlling shareholders and related parties to carry out investment activities;
4. Issue commercial acceptance bills without real transaction background for controlling shareholders and related parties, and provide funds in the form of advance payment without consideration for goods and services or obviously contrary to business logic; 5. Repay debts on behalf of controlling shareholders and related parties;
6. Other methods recognized by the CSRC.
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 must be in strict accordance with the provisions of the company’s external guarantee management system.
Chapter III responsibilities and measures
Article 9 the company shall strictly prevent the occupation of funds by controlling shareholders and related parties, and do a good job in the construction of a long-term mechanism to prevent the occupation of funds by controlling shareholders and related parties.
Article 10 the directors, supervisors and senior managers of the company 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 the articles of association, rules of procedure of the board of directors, rules of procedure of the board of supervisors, working rules of the general manager, etc.
Article 11 the chairman of the board of directors of the company is the first responsible person for preventing the occupation of funds and clearing up debts due to the occupation of funds. Article 12 the general manager and the chief financial officer are responsible for specific supervision. The financial department of the company is the functional department to implement the measures to prevent the occupation of funds. Once it is found that there may be fund occupation, the functional department shall immediately report to the general manager and chief financial officer of the company.
Article 13 the board of directors of the company shall, in accordance with its authority and responsibilities, consider and approve the related party transactions between the company and its controlling shareholders and related parties through production and operation links such as procurement and sales, and disclose them according to law.
Article 14 when the company conducts related party transactions with controlling shareholders and related parties, the capital approval and payment process must strictly implement the related party transaction agreement and relevant provisions on capital management.
Article 15 when the company and its subsidiaries included in the scope of merger conduct business related party transactions such as procurement and sales with the controlling shareholders and related parties of the company, they must sign economic contracts with real transaction background. If the signed contract cannot be executed on schedule due to market reasons, the actual situation of the failure to perform the contract shall be explained in detail, and the contract shall be terminated after negotiation between the two parties as the basis for the return of the advance payment.
Article 16 the Finance Department of the company shall inspect the company and its subsidiaries included in the consolidation scope every quarter, report the review of non operating capital transactions with the controlling shareholders and related parties, and eliminate the non operating occupation of funds by the controlling shareholders and related parties.
Article 17 the audit department shall be responsible for the supervision and inspection of business activities and the implementation of internal control, evaluate the inspection objects and contents, and put forward suggestions for improvement and treatment, so as to ensure the implementation of internal control and the normal progress of production and business activities.
Article 18 when the controlling shareholders and 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 and related parties to stop the infringement and compensate for the losses. When the controlling shareholders and related parties refuse to correct, the board of directors of the company shall timely report to Fujian securities regulatory bureau and Shenzhen Stock Exchange and make an announcement, and bring legal proceedings against the controlling shareholders and related parties to protect the legitimate rights and interests of the company and public shareholders.
Article 19 If the controlling shareholders and related parties of the company occupy the company’s funds, they can immediately apply for judicial freezing of the shares held by the controlling shareholders upon the proposal of more than half of the independent directors of the company and the deliberation and approval of the board of directors of the company. If they cannot be paid in cash, they can repay the occupied assets by means of “dividends for debts”, “shares for debts” or “assets for debts” according to law. 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 half 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.
Article 20 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 acts that damage the rights and interests of the company and minority shareholders, such as shoddy goods, repudiation with shares, etc.
Article 21 if the certified public accountant employed by the company issues a special statement on the occupation of funds by the controlling shareholders and other related parties in the audit of the company’s annual financial and accounting report, the company shall make an announcement on the special statement.
Chapter IV accountability and punishment
Article 22 If the controlling shareholders and related parties of the company violate the provisions of this system, use the related relationship to occupy the company’s funds, damage the interests of the company and cause losses, they shall be liable for compensation.
Article 23 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 punish the person directly responsible according to the seriousness of the circumstances, and propose to the general meeting of shareholders to remove the director who has great responsibility.
Article 24 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 25 If the company and its subsidiaries included in the scope of merger violate this system and cause losses to investors due to the non operational occupation of funds and illegal guarantees by the controlling shareholders and related parties, the company will not only impose corporate sanctions and economic penalties on the relevant responsible persons, but also investigate the legal responsibilities of the relevant responsible persons.
Chapter V supplementary provisions
Article 26 matters not covered in this system shall be implemented in accordance with relevant national laws, regulations, normative documents and the relevant provisions of the articles of association. If this system is inconsistent with the relevant provisions of the laws, regulations, normative documents and the articles of Association issued by the state in the future, it shall be implemented in accordance with the relevant laws, regulations, normative documents and the articles of association of the state.
Article 27 the board of directors of the company is responsible for the formulation, modification and interpretation of this system.
Article 28 the system shall come into force after being deliberated and approved by the board of directors of the company, and the same shall apply to the modification.
Jahen Household Products Co.Ltd(300955) April 2022
