Shanghai Sk Automation Technology Co.Ltd(688155)
Management system to prevent controlling shareholders and their related parties from occupying the company’s funds
Chapter I General Provisions
Article 1 in order to implement the principles of openness, fairness and impartiality of the securities market, regulate the behavior of the controlling shareholders and actual controllers of Shanghai Sk Automation Technology Co.Ltd(688155) (hereinafter referred to as “the company” or “listed company”) and effectively protect the legitimate rights and interests of the company and minority shareholders, in accordance with the corporate justice of the people’s Republic of China, the securities law of the people’s Republic of China, the Listing Rules of the science and Innovation Board of Shanghai Stock Exchange and the governance standards of listed companies This system is formulated by laws, administrative regulations, departmental rules and business rules such as the guidelines for the supervision of listed companies No. 8 – regulatory requirements for capital transactions and external guarantees of listed companies, the notice on further cleaning up the funds occupied by major shareholders of listed companies, and the Shanghai Sk Automation Technology Co.Ltd(688155) articles of Association (hereinafter referred to as the “articles of association”).
Article 2 the controlling shareholder mentioned in this system refers to the shareholder who directly holds more than 50% of the total share capital of the company; Or shareholders who hold less than 50% of the shares but have enough voting rights to have a significant impact on the resolutions of the general meeting of shareholders.
Article 3 the term “actual controller” as mentioned in this system refers to a person who is not the controlling shareholder of the company, but can actually control the behavior of the company through investment relations, agreements or other arrangements.
Article 4 the acts of the following subjects are regarded as the acts of controlling shareholders and actual controllers, and the relevant provisions of this system shall apply:
(I) legal persons and unincorporated organizations directly or indirectly controlled by controlling shareholders and actual controllers (excluding the company and its holding subsidiaries);
(II) if the controlling shareholder or actual controller is a natural person, his spouse and minor children;
(III) the largest shareholder;
(IV) other entities recognized by Shanghai Stock Exchange.
Other related parties of controlling shareholders and actual controllers and the company’s relevant acts shall be implemented with reference to the relevant provisions of this system.
Article 5 The term “related parties” as mentioned in this system refers to the accounting standards for business enterprises – related parties issued by the Ministry of finance
Article 6 The term “occupation of funds of listed companies” (hereinafter referred to as “occupation of funds”) as mentioned in this system includes two situations: occupation of operating funds and occupation of non operating funds. The occupation of operating funds refers to the occupation of funds generated by the company’s controlling shareholders, actual control rights and their related parties through related transactions in production and operation links such as procurement and sales. Occupation of non operating funds refers to the expenses, costs and other expenses paid and borne by the company for controlling shareholders, actual controllers and related parties, such as wages, welfare, insurance, advertising and so on; Payment of funds for debt repayment on behalf of controlling shareholders, actual controllers and related parties; Paid or free, direct or indirect lending funds to controlling shareholders, actual controllers and related parties (including entrusted loans); The company entrusts controlling shareholders, actual controllers and their related parties to carry out investment activities; The company issues commercial acceptance bills without real transaction background for the controlling shareholders, actual controllers and related parties, and provides funds in the form of purchase payment, asset transfer payment and advance payment in the absence of commodity and labor consideration or obviously contrary to business logic; Creditor’s rights formed by undertaking guarantee liability for controlling shareholders, actual controllers and related parties.
Chapter II principles for preventing the occupation of funds
Article 7 the controlling shareholders and actual controllers shall bear the obligation of loyalty and diligence to the company and minority shareholders. When their own interests conflict with the interests of the company and minority shareholders, they shall put the interests of the company and minority shareholders above their own interests.
Article 8 the controlling shareholders, actual controllers and their related parties shall not directly or indirectly occupy the company’s funds and assets and damage the legitimate rights and interests of the company and other shareholders by means of related party transactions, profit distribution, advance expenses, asset restructuring, foreign investment, guarantee and other means. It shall not directly or indirectly interfere with the company’s decision-making and carry out production and operation activities according to law, and damage the interests of the listed company and other shareholders.
Article 9 the controlling shareholders and actual controllers shall strictly perform the public statements and commitments made by them, and shall not change or terminate without authorization.
Article 10 the controlling shareholders, actual controllers and their related parties shall not occupy the company’s funds in the following ways: (I) require the company to advance and bear wages, welfare, insurance, advertising and other expenses, costs and other expenses free of charge;
(II) require the company to repay its debts on its behalf;
(III) require the company to borrow funds for its use with compensation or free, directly or indirectly;
(IV) require the company to provide entrusted loans to it through banks or non bank financial institutions;
(V) require the company to entrust it to carry out investment activities;
(VI) require the company to issue commercial acceptance bills without real transaction background;
(VII) providing labor services to the company at a fair price or in other ways;
(VIII) failing to repay the debts formed by the company’s guarantee liability in time;
(IX) require the company to provide funds to it through current accounts without commercial substance;
(x) the occupation of funds caused by transaction matters is not solved within the specified or commitment period;
（11） Require the company to deposit cash in the financial company controlled by the controlling shareholder and the actual controller, and the interest rate and other terms are significantly lower than the market average level, which obviously damages the interests of the company or transfers interests to the controlling shareholder and the actual controller;
（12） Require the company to use bank deposits as the controlling shareholder and actual controller for pledge financing;
（13） Other circumstances recognized by the CSRC and Shanghai Stock Exchange.
Controlling shareholders, actual controllers and related parties 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 11 the controlling shareholders and actual controllers shall ensure the integrity of the company’s assets, personnel independence, financial independence, institutional independence and business independence, and shall not affect the independence of the company in any way. When exercising the voting rights, the controlling shareholders shall not make decisions detrimental to the legitimate rights and interests of the company and other shareholders.
Transactions between controlling shareholders, actual controllers and the company shall strictly abide by the principle of fairness and shall not affect the independent decision-making of the company in any way. The legitimate rights and interests of the company and minority shareholders shall not be damaged by fraud, misrepresentation or other improper acts.
Article 12 the related party transactions between the company and the controlling shareholder, actual controller and related parties must be made and implemented in strict accordance with the Listing Rules of Shanghai Stock Exchange science and innovation board, the articles of association and the related party transaction decision-making system. When the company has related party transactions with controlling shareholders, actual controllers and related parties, the fund approval and payment process must strictly implement the related party transaction agreement and relevant provisions on fund management, and shall not form abnormal occupation of operating funds.
Article 13 the company shall strictly prevent the controlling shareholder or actual controller and related parties from occupying non operating funds, and do a good job in the construction of a long-term mechanism to prevent their non operating occupation of funds.
Article 14 the controlling shareholders and actual controllers shall not use the company’s undisclosed material information to seek benefits.
Article 15 the controlling shareholders and actual controllers shall perform the obligation of information disclosure in strict accordance with the relevant provisions, and ensure that the information disclosed is true, accurate and complete, without false records, misleading statements or major omissions. Article 16 the controlling shareholders and actual controllers shall actively cooperate with the company in performing the obligation of information disclosure and truthfully answer the relevant inquiries of the Shanghai Stock Exchange.
Article 17 the controlling shareholders and actual controllers shall not disclose the unpublished material information about the company in any way, and shall not engage in insider trading, market manipulation or other fraudulent activities.
Article 18 when the company has business capital transactions with the controlling shareholders, actual controllers and their related parties, it shall strictly perform the relevant review 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, actual controllers and their related parties in the form of business capital transactions.
Chapter III measures and specific provisions to prevent the occupation of funds
Article 19 the directors, supervisors and senior managers of the company shall have legal obligations and responsibilities for maintaining the safety of the company’s funds and property, and 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 detailed rules of work of the general manager.
Article 20 the board of directors of the company shall review and approve the related party transactions between the company and the controlling shareholder or actual controller and related parties in accordance with its authority and responsibilities. Related party transactions exceeding the approval authority of the board of directors shall be submitted to the general meeting of shareholders for deliberation. Article 21 the Finance Department of the company and its holding subsidiaries is the daily implementation department to prevent the occupation of funds by the controlling shareholders, actual controllers and related parties. It shall regularly check the non operating capital transactions with the controlling shareholders, actual controllers and related parties, so as to prevent and eliminate the non operating occupation of funds by the controlling shareholders, actual controllers and related parties.
Article 22 the internal audit department of the company, as a daily supervision organization to prevent the occupation of funds by controlling shareholders or actual controllers and related parties, shall regularly or irregularly audit and supervise the non operational occupation of funds by controlling shareholders or actual controllers and related parties, as well as the implementation of prevention mechanisms and systems.
Article 23 the capital transactions between a listed company and its controlling shareholders, actual controllers and other related parties shall comply with the following provisions:
(I) the controlling shareholders, actual controllers and other related parties shall not occupy the funds of the listed company in the business capital transactions with the listed company.
(II) a listed company shall not provide funds directly or indirectly to controlling shareholders, actual controllers and other related parties in the following ways:
1. Advance salary, welfare, insurance, advertising and other expenses for controlling shareholders, actual controllers and other related parties, and bear costs and other expenses
2. Borrow the company’s funds (including entrusted loans) for use by the controlling shareholders and other related parties with compensation or free of charge, except for the funds provided by other shareholders of the listed company in the same proportion. The aforementioned “joint stock company” does not include companies controlled by controlling shareholders and actual controllers;
3. Entrust controlling shareholders, actual controllers and other related parties to carry out investment activities;
4. Issue commercial acceptance bills without real transaction background for controlling shareholders, actual controllers and other related parties, and provide 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;
5. Repay debts on behalf of controlling shareholders, actual controllers and other related parties;
6. Other methods recognized by the CSRC.
(III) when auditing the annual financial and accounting report of a listed company, the certified public accountant shall issue a special statement on the occupation of funds by the controlling shareholders and other related parties of the listed company in accordance with the above provisions, and the company shall make an announcement on the special statement.
Article 24 the funds occupied by the controlling shareholders, actual controllers and other related parties of the company shall be paid off in cash in principle. Strictly control the controlling shareholders, actual controllers and other related parties to use non cash assets to pay off the occupied company funds. 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 company, which is conducive to enhancing the independence and core competitiveness of the company and reducing related party transactions. They must not be assets that have not been put into use or assets without 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) independent directors shall express independent opinions on the debt repayment scheme of the company’s related parties, or hire an intermediary institution that meets 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.
Article 25 If the controlling shareholder or actual controller of the company and related parties occupy the company’s funds, they can immediately apply for judicial freezing of the shares held by major 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 exercise the above responsibilities, 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 major 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.
Chapter IV accountability and punishment
Article 26 Where a listed company and its directors, supervisors, senior managers, controlling shareholders, actual controllers and other related parties violate this system, the CSRC shall impose administrative penalties or take administrative supervision measures according to the nature and seriousness of the violations. Those suspected of committing a crime shall be transferred to the public security organ for investigation and punishment, and criminal responsibility shall be investigated according to law. Article 27 If the major shareholders and actual controllers of the company occupy the company’s funds by using the affiliated relationship in violation of the provisions of this system, damage the interests of the company and cause losses, they shall be liable for compensation, and the relevant responsible persons shall bear corresponding responsibilities.
Article 28 Where the directors, supervisors and senior managers of the company assist and connive at the embezzlement of the company’s assets by major shareholders and related parties, the board of directors of the company shall, depending on the seriousness of the situation, impose sanctions on the person directly responsible, propose the removal of the directors with significant responsibility at the shareholders’ meeting, and dismiss the senior managers with significant responsibility.
Article 29 the funds occupied by the controlling shareholders and related parties of the company shall be paid off in cash in principle. Under the condition of complying with the current laws and regulations, financial innovation can be explored for repayment, but it needs to be reported to the company and relevant national departments for approval according to legal procedures.
Article 30 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 shall be liable for the losses arising from the illegal or improper external guarantee according to law.
Non operating transactions between the company or its holding subsidiaries and controlling shareholders or actual controllers and related parties
