Leyard Optoelectronic Co.Ltd(300296)
Measures for the administration of preventing controlling shareholders, actual controllers and related parties from occupying the funds of listed companies chapter I General Provisions
Article 1 in order to further strengthen and standardize the fund management of Leyard Optoelectronic Co.Ltd(300296) (hereinafter referred to as “the company”), prevent and eliminate the behavior of controlling shareholders, actual controllers and related parties occupying the company’s funds, and protect the legitimate rights and interests of the company, shareholders and other stakeholders, according to the company law of the people’s Republic of China (hereinafter referred to as “the company law”) and the securities law of the people’s Republic of China China Securities Regulatory Commission’s guidelines for the supervision of listed companies No. 8 – regulatory requirements for capital exchanges and external guarantees of listed companies, Shenzhen Stock Exchange GEM Listing Rules (hereinafter referred to as “GEM Listing Rules”) This system is formulated in accordance with the actual situation of the company in accordance with the relevant provisions of the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM (hereinafter referred to as “standardized operation”) and Leyard Optoelectronic Co.Ltd(300296) articles of Association (hereinafter referred to as “articles of association”).
Article 2 this system is applicable to the fund management between the controlling shareholders, actual controllers and related parties of the company and the company. This system is applicable to the capital transactions between the controlling shareholders, actual controllers and related parties of the company and the subsidiaries included in the scope of the company’s consolidated accounting statements. The “related parties” mentioned in this system refer to the related parties defined in the accounting standards for Business Enterprises No. 36 disclosure of related parties issued by the Ministry of finance. If one party controls, jointly controls or exerts significant influence on the other party, and two or more parties are controlled, jointly controlled or significantly influenced by the same party, they constitute related parties.
Article 3 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 controlling shareholders, actual controllers and related parties of the company through related transactions in production and operation links such as procurement and sales. Article 4 the controlling shareholders of the company shall exercise the rights of investors in strict accordance with the law and bear the obligation of good faith to the company and the public shareholders of the company. The controlling shareholders, actual controllers and other related parties shall not damage the interests of the company and the legitimate rights and interests of the public shareholders by any means such as capital occupation.
Chapter II principles for preventing fund occupation
Article 5 when the company has business capital transactions with controlling shareholders, actual controllers and related parties,
Article 6 the controlling shareholders, actual controllers and their related parties shall not directly or indirectly occupy the company’s funds in the following ways:
1. Require the company to advance and bear wages, welfare, insurance, advertising and other expenses, costs and other expenses;
2. Require the company to repay its debts on its behalf;
3. The company is required to borrow funds (including entrusted loans) for its use with compensation or free, directly or indirectly, except that other shareholders of the company participating in the company provide funds in the same proportion. The aforementioned “joint stock company” does not include companies controlled by controlling shareholders and actual controllers;
4. Require the company to provide entrusted loans to it through banks or non bank financial institutions;
5. Require the company to entrust it to carry out investment activities;
6. Require the company to issue commercial acceptance bills without real transaction background;
7. Require the company to provide funds to the company in the form of purchase payment, asset transfer payment, advance payment or other means without consideration for goods and services or obviously contrary to business logic;
8. Failing to repay the debts formed by the company’s guarantee liability in time;
9. Require the company to provide funds to it through current accounts without commercial substance;
10. The capital occupation caused by transaction matters is not solved within the specified or commitment period;
11. Other circumstances recognized by the CSRC and Shenzhen Stock Exchange.
Article 7 related party transactions between the company and its controlling shareholders, actual controllers and related parties must be carried out in strict accordance with the company’s related party transaction management system, GEM Listing Rules and standardized operation. Article 8 the company is prohibited from providing guarantees to controlling shareholders, actual controllers and their related parties.
Chapter III measures and specific provisions to prevent the occupation of funds
Article 9 the board of directors of the company is responsible for the management of preventing the occupation of funds by controlling shareholders, actual controllers and related parties. The directors, supervisors and senior managers of the company have legal obligations to maintain the safety of the company’s funds, and shall perform their duties in accordance with the company law, the articles of association and other relevant provisions, and earnestly perform their duties to prevent the controlling shareholders, actual controllers and related parties from occupying the company’s funds.
Article 10 the company sets up a leading group to prevent the occupation of funds by controlling shareholders, actual controllers and related parties, which is the daily supervision and management organization of the company to prevent the occupation of funds by controlling shareholders, actual controllers and related parties. The leading group is headed by the chairman of the company and composed of general manager, chief financial officer and supervisor.
Article 11 main responsibilities of the leading group:
1. Be responsible for formulating relevant management systems and modification plans to prevent the occupation of funds by controlling shareholders, actual controllers and related parties, and implement them after being approved by the board of directors of the company;
2. Guide and inspect the internal control system and major measures established by the company’s management to prevent the occupation of funds by controlling shareholders, actual controllers and related parties;
3. Review the relevant materials and information about the occupation of funds by controlling shareholders, actual controllers and related parties submitted to the regulatory authorities for public disclosure on a regular basis;
4. Other matters that need to be studied and decided by the leading group.
Article 12 the members of the board of directors and the leading group for preventing the occupation of funds by controlling shareholders, actual controllers and related parties are the responsible persons of the company for preventing the occupation of funds by controlling shareholders, actual controllers and related parties (hereinafter referred to as “relevant responsible persons”). When the company has business and capital transactions with controlling shareholders, actual controllers and related parties, it shall strictly monitor the flow of funds to prevent funds from being occupied. The relevant responsible person shall prohibit the controlling shareholders, actual controllers and related parties from occupying the company’s funds for non operational purposes.
Article 13 the general manager of the company is responsible for the daily fund management of the company. The chief financial officer assists the general manager in strengthening the control of the company’s financial process and monitoring the capital and business transactions between the controlling shareholders, actual controllers and related parties and the company. The chief financial officer shall regularly report to the leading group for preventing the occupation of funds by the controlling shareholders, actual controllers and related parties on the occupation of non operating funds by the controlling shareholders, actual controllers and related parties.
Chapter IV accountability and punishment
Article 14 If the controlling shareholder or actual controller of the company violates the provisions of this system, uses the affiliated relationship to occupy the company’s funds, damages the interests of the company and causes losses, he shall be liable for compensation, and the relevant responsible persons shall bear corresponding responsibilities.
Article 15 the board of directors of the company, the members of the fund occupation prevention group of the controlling shareholders, actual controllers and related parties are obliged to protect the company’s funds from being occupied by the controlling shareholders. If the directors, senior managers and the members of the fund occupation prevention leading group of the controlling shareholders, actual controllers and related parties assist and connive at the controlling shareholders’ embezzlement of the company’s assets, the board of directors of the company shall, according to the seriousness of the situation, The person directly responsible shall be punished, and the procedure from dismissal to criminal responsibility shall be initiated for the person seriously responsible.
Article 16 the funds occupied by the controlling shareholders, actual controllers 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. Prevent the controlling shareholders, actual controllers and related parties from occupying the funds of listed companies. The management system strictly controls the controlling shareholders, actual controllers and related parties to use non cash assets to pay off the Occupied Funds of the company. If the controlling shareholders, actual controllers and related parties intend to use non cash assets to pay off the company’s funds occupied, the relevant responsible persons shall perform the internal approval procedures of the company in advance and strictly abide by the relevant national regulations.
Article 17 the occupation of funds by controlling shareholders, actual controllers or related parties without the approval of directors, supervisors and senior managers of the company shall be regarded as serious violations, and the board of directors will investigate the responsibilities of relevant personnel and deal with them seriously. If the amount involved is huge, the board of directors will convene the general meeting of shareholders, inform all shareholders of the relevant situation, and seriously deal with the relevant responsible persons in accordance with relevant regulations.
Chapter V supplementary provisions
Article 18 matters not covered in this system shall be implemented in accordance with relevant national laws, regulations, normative documents and the articles of association. In case of any conflict between the provisions of this system and the provisions of relevant laws, regulations, normative documents and the articles of association, or with the mandatory provisions of future laws, regulations and normative documents, the provisions of laws, regulations, normative documents and the articles of association shall prevail.
Article 19 the system shall be interpreted and revised by the board of directors of the company.
Article 20 the system shall come into force and be implemented from the date of deliberation and approval by the board of directors of the company.
Leyard Optoelectronic Co.Ltd(300296) April 2022
