Yifan Pharmaceutical Co.Ltd(002019) YIFAN PHARMACEUTICAL CO.,LTD.
Financial management system
(revised in April 2002)
catalogue
Chapter I General Provisions Chapter II financial management system Chapter III Financial posts and financial personnel Chapter IV basic work of financial management Chapter V capital management Chapter VI financing and liability management Chapter VII management of external guarantee and financial assistance Wrong! No bookmarks defined. Chapter VIII asset management Wrong! No bookmarks defined. Chapter IX income and distribution 9 Chapter X financial report and financial analysis Chapter XI comprehensive budget management Chapter 12 financial information management Chapter 13 tax administration Chapter 14 management of Accounting Archives Chapter 15 Supplementary Provisions twelve
Chapter I General Provisions
Article 1 in order to standardize the company’s financial management behavior, strengthen financial management and internal control and prevent business risks, this system is formulated in accordance with the company law of the people’s Republic of China, the accounting law, the accounting standards for business enterprises, the measures for the management of accounting archives, the listing rules of Shenzhen Stock Exchange and other relevant national laws and regulations and the relevant provisions of the articles of association. Article 2 this system is applicable to the control and management of the company, its subsidiaries at all levels and external units involved in the company’s financial activities. Article 3 the basic task of financial management is to standardize the budget, control, accounting, analysis and assessment of various financial revenues and expenditures, maintain the safety and integrity of the company’s assets, raise funds reasonably according to law, make effective use of the company’s assets and strive to improve economic benefits. Article 4 the company shall do a good job in the basic work of financial management, establish and improve the financial management and accounting system, truthfully reflect the company’s financial situation, operating results and cash flow, effectively control financial risks, strengthen the construction of financial team, pay attention to the business training and knowledge updating of financial accountants, continuously improve the business level and professional ethics of financial personnel, and continuously improve the level of financial management of the company.
Chapter II financial management system
Article 5 the company implements the “vertical accounting” management system. (I) the general manager is responsible for the authenticity and integrity of the company’s accounting work and accounting materials, and for the establishment, improvement and effective implementation of the company’s internal accounting control. （2） The chief financial officer is the person in charge of the company’s finance. Entrusted by the board of directors and the general manager, he is fully responsible for the company’s financial management, accounting and accounting supervision. (III) the financial management department is the functional department specifically responsible for financial management, accounting and the management of financial personnel at all levels. All relevant departments are responsible for cooperating with the financial management department in financial management. (IV) the financial management department implements vertical management of all financial personnel and all financial businesses. The general managers of the company and its subsidiaries at all levels are responsible for administrative management, financial business support and work coordination of various departments, which shall be implemented in accordance with the financial vertical management system. (V) the financial approval of the company and its subsidiaries at all levels must comply with the principle of grandfather, that is, the approval of any expenditure shall not be less than two levels up, and each level has the final approval power, which shall be implemented in accordance with the company’s financial approval management measures and implementation rules. Article 6 the post responsibilities of the general manager, chief financial officer and financial manager shall be implemented in accordance with the provisions of the company.
Chapter III Financial posts and financial personnel
Article 7 the financial management department shall set up financial management posts, accounting posts and capital posts according to the actual needs. Among them, financial management posts and accounting posts can be one post for one person, multiple posts for one person or multiple posts for one post. However, the fund personnel shall not concurrently be in charge of the audit, the custody of accounting archives and the registration of income, expenses, creditor’s rights and debts. Article 8 accountants shall have professional and technical qualifications in accounting and be familiar with financial laws, regulations, rules and the national unified accounting system. In principle, general accountants should have college degree or above or the same professional and technical level. If they are the heads of financial departments at all levels, they should also have the professional and technical qualification of accountants or have been engaged in accounting for more than three years. Article 9 the specific management measures shall be implemented in accordance with the norms for basic accounting work issued by the Ministry of finance.
Chapter IV basic work of financial management
Article 10 strengthen the management of original vouchers and achieve institutionalization and standardization. The original certificate is an indispensable written certificate for each business activity of the company and the main basis of accounting records. Article 11 the original vouchers prepared by the company shall be free from errors. The contents of the bookkeeping voucher must include: the date of filling in the voucher, voucher number, economic business summary, accounting subject, amount, number of attached original vouchers, signature or seal of the voucher filling personnel, reviewer and accounting supervisor. Article 12 improve accounting and set up accounting books in accordance with the provisions of the national unified accounting system and the needs of accounting business. Accounting shall be based on the actual economic business and carried out in accordance with the specified accounting treatment methods, so as to ensure that the caliber of accounting indicators is consistent, mutually comparable and consistent with the accounting treatment methods. Article 13 the financial management department of the company shall establish an audit system, and the handling financial personnel shall carefully review the legitimacy, authenticity, completeness of procedures and accuracy of data of each business. The preparation of accounting vouchers and statements shall be reviewed by a specially assigned person, and major matters shall be reviewed by the chief financial officer. Article 14 according to different accounting contents, accountants regularly check the relevant data recorded in the accounting books with the physical inventory, monetary funds, marketable securities, trading units or individuals, so as to ensure the consistency of accounts and certificates, accounts and accounts, accounts and statements. Article 15 the establishment of accounting archives, including the establishment of archives for accounting vouchers, accounting books, accounting statements and other accounting materials, shall be kept properly. It shall be kept and destroyed in accordance with the provisions of the measures for the management of accounting archives. Without the approval of the company’s financial principal, it is not allowed to lend or provide for others to read. Article 16 If an accountant changes his job or leaves his post, he must hand over all his accounting work to his successor. When handling the handover procedures, the accounting personnel must be supervised by the supervisor. The handover personnel and the supervisor shall sign on the handover list respectively before the handover personnel can leave the post. The handover list is made in triplicate, and the handover personnel, the receiver and the supervisor each hold one copy. Article 17 the financial personnel shall report to the board of directors or the board of supervisors on the financial revenues and expenditures that seriously violate the interests of shareholders. Article 18 the financial personnel shall stop and correct the economic matters violating the company’s financial management system. If the stop and correction are ineffective, they shall report to the financial director or the chief financial officer for handling.
Chapter V capital management
Article 19 capital is the core capital of the company’s operation, and capital management must be strengthened. The capital raised by the company can be verified by a Chinese certified public accountant, and a capital contribution certificate shall be issued to the investor according to the capital verification report, which shall be recorded in the account accordingly.
The use and statistics of capital funds shall be carried out in accordance with relevant national laws and regulations. Article 20 upon the proposal of the board of directors and the approval of the shareholders’ meeting, the company may increase its capital in accordance with the provisions of the articles of association. The financial department shall adjust the share capital in time. Article 21 the difference between the capital invested by investors, the premium income from the issuance of shares, the translation difference of capital exchange rate and the donated property shall be listed as capital reserve. Article 22 shareholders of the company may transfer all or part of their capital contributions to each other. Shareholders shall transfer their capital contributions to persons other than shareholders and purchase the capital contributions transferred by other shareholders in accordance with the provisions of the articles of association, and the financial department shall adjust them according to the facts. Chapter VI financing and liability management
Article 23 the financing of each company shall give full play to the overall advantages of the company, optimize the financing structure, reduce the financing cost, meet the business needs, support the strategic planning, prevent financing risks and ensure the safety and controllability of the capital chain.
Article 24 the company implements the principle of “prior approval, in-process control and post feedback” for all corporate financing, and implements unified management and single approval system. All financing activities of subsidiaries at all levels, no matter whether the company needs to provide guarantee or not, must be submitted for approval in the form of a written report. Article 25 subsidiaries at all levels shall make full use of their own funds and reasonably arrange debt financing. The project construction fund raising should strengthen the cash flow management and do a good job in the dynamic balance of funds. Article 26 subsidiaries at all levels shall use the funds in strict accordance with the purpose of financing application, and shall not misappropriate the integrated funds for other purposes. If the use of funds needs to be changed, it must be re submitted to the company for approval. Article 27 the financing business shall be included in the budget management, and the annual, medium and long-term financing budgets of each company shall be implemented in accordance with the provisions of budget management. Article 28 when financing through the capital market, the company shall select qualified intermediaries to assist in the corresponding work in accordance with relevant national laws and regulations to ensure that the issuance conditions and requirements are met. Article 29 when financing through the capital market, the company shall, in accordance with relevant national laws and regulations, select qualified intermediaries to assist in corresponding work to ensure that the issuance conditions and requirements are met. Article 30 each company shall manage the financing contracts, vouchers and other documents as accounting archives. Article 31 the company shall not provide guarantee without the approval of the board of directors or the general meeting of shareholders. Article 32 strengthen the management of accounts payable and other accounts payable, check the balance in time, and ensure the authenticity and accuracy of liabilities. For the amount payable but unpaid for more than one year, the reason shall be found out, and the amount payable that cannot be paid shall be reported to the general manager of the company for approval.
Chapter VII Administration of foreign investment, foreign guarantee and financial assistance
Article 33 subsidiaries at all levels shall not conduct foreign investment activities without the approval of the company. The examination and approval of foreign investment shall be submitted to the board of directors or the general meeting of shareholders for deliberation and disclosure in strict accordance with the stock listing rules of Shenzhen Stock Exchange and other relevant provisions; And further refine the approval procedures for foreign investment transactions and amounts in the financial approval management measures and implementation rules issued by the company. Article 34 the company shall implement unified management on the guarantee of subsidiaries at all levels, and subsidiaries at all levels shall not provide external guarantee in principle. If subsidiaries at all levels need to provide external guarantees, they must report to the company for approval and submit them to the board of directors or the general meeting of shareholders of the company for deliberation and disclosure in accordance with the stock listing rules of Shenzhen Stock Exchange and other relevant provisions.
Article 35 the company shall strictly examine and manage the guarantee. The financial management department and business department are responsible for the preliminary review and daily management of guarantee; The Secretary of the board of directors, the office of the board of directors and the legal department are responsible for reviewing the compliance of the guarantee; The Secretary of the board of directors and the office of the board of directors shall organize the implementation of the approval procedures and information of the board of directors or the general meeting of shareholders. Disclosure. Article 36 the company shall not lend funds to other enterprises or individuals, otherwise the relevant responsible persons will be investigated for responsibility. If it is necessary to provide financial assistance, it shall be submitted to the board of directors or the general meeting of shareholders of the company for deliberation and disclosure in strict accordance with the stock listing rules of Shenzhen Stock Exchange and the record of information disclosure business No. 36 – external financial assistance and other relevant provisions.
Chapter VIII asset management
Article 37 the company implements budget control over the funds of subsidiaries at all levels. The fund use plan shall be reviewed by the finance department and submitted to the general manager of the company for approval. Article 38 cash management: strictly implement the Interim Regulations on cash management and use cash within the specified scope. The cashier staff shall not exceed the cash inventory quota without reason. In case of exceeding the quota under special circumstances, it shall be approved by the chief financial officer and the general manager of subsidiaries at all levels. Otherwise, if the cash inventory quota is exceeded, the accident loss shall be compensated by the individual. Article 39 management of bank deposits: strengthen the confidentiality of bank accounts and other accounts, and no leakage is allowed except for business needs. The special financial seal and legal person seal of the company shall not be kept and used by one person, and a special person shall be authorized to keep them. Electronic cipher, smart IC card, account password and operator password are the key elements of using the enterprise banking system and should be kept properly. The authority of administrator and operator must be separated from incompatible posts. The electronic payment strictly implements the two person operation mode of creator and authorizer, and one person is not allowed to keep all the electronic keys required for payment. Article 40 fund personnel shall keep track of the balance of bank deposits at any time, and shall not issue dishonored cheques. It is strictly prohibited to deposit public funds in private under any name or excuse, and it is strictly prohibited to rent or lend bank accounts. The bank accounts opened by subsidiaries at all levels shall be reported to the financial management center of the company for approval and filing. Article 41 management of accounts receivable: analyze the aging and collection of accounts receivable at the end of each month, report to relevant leaders and business departments in charge, and urge business departments to actively urge collection to avoid bad debts. The recovery responsibility of accounts receivable should be implemented to the specific responsible person. For accounts receivable that cannot be recovered, the reasons shall be found out and the responsibility shall be investigated. Article 42 inventory management: before the end of the financial year, a comprehensive inventory must be conducted. For inventory gains, losses, damages and scrapped inventories, the causes shall be found out and handled in time according to the situation. Subsidiaries at all levels shall establish and improve the inventory management system, and strictly implement the goods in and out of the warehouse system and inventory system. Article 43 the property losses caused by abnormal reasons of subsidiaries at all levels shall be submitted to the Audit Department of the company for special audit, and shall be handled after being reported to the company for approval according to the audit conclusion. Article 44 management of fixed assets: all units shall establish standardized management systems and processes for the purchase, purchase, maintenance, inventory and inventory, scrapping and disposal of fixed assets; The depreciation of fixed assets shall be calculated and withdrawn within the service life using the straight-line method from the next month when they reach the expected serviceable state. Article 45 management of construction in progress: subsidiaries at all levels carrying out project construction shall establish accounts of construction in progress and pay the project funds according to the project progress and the contract. Payment beyond the project progress is strictly prohibited; After the construction in progress reaches the expected usable state, the construction in progress shall be carried forward to fixed assets or investment real estate according to its purpose; If the project has reached the expected serviceable condition but has not yet completed the final settlement, it shall first carry forward the fixed assets or investment real estate according to the estimated value, and the estimated value may be adjusted after the final settlement is completed, but the accrued depreciation shall not be adjusted; After the completion and acceptance of the project, all units shall carry out the final settlement of the project in time. Article 46 management of intangible assets: intangible assets include trademark right, software use right, patent right, non patented technology, land use right, etc., except the land use right included in investment real estate; In addition to the daily financial management such as setting up subsidiary ledger for accounting and amortization on schedule by the financial department, the relevant departments within each unit shall carry out centralized responsibility management, such as the centralized management of patent right and non proprietary technology by the technical department, and the centralized management of land use right by the administrative department. All centralized departments must properly and completely keep all ownership materials. Article 47 management of withdrawal, reversal and write off of asset impairment reserves:
