Dongguan Aohai Technology Co.Ltd(002993)
Prevention of capital occupation by major shareholders and other related parties
Chapter I General Provisions
Article 1 in order to establish a long-term mechanism to prevent major shareholders or actual controllers and other related parties (hereinafter referred to as “major shareholders and related parties”) from occupying Dongguan Aohai Technology Co.Ltd(002993) (hereinafter referred to as “the company”) funds and eliminate the occupation of funds by major shareholders and related parties, according to the company law of the people’s Republic of China (hereinafter referred to as “the company law”) This system is hereby formulated in accordance with the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board (hereinafter referred to as the “guidelines for standardized operation of the main board”) and other laws and regulations, as well as the relevant provisions of the Dongguan Aohai Technology Co.Ltd(002993) articles of Association (hereinafter referred to as the “articles of association”).
Article 2 the directors, supervisors and senior managers of the company have legal obligations to maintain the safety of the company’s funds. Article 3 the term “non occupied funds” includes but is not limited to operating funds. Operating capital occupation refers to the capital occupation generated by major 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 payment of wages and benefits, insurance, advertising and other expenses and other expenses for major shareholders and related parties, paid or free, direct or indirect lending funds, compensatory debts and other funds provided to major shareholders and related parties without consideration for goods and services.
Chapter II definition and preventive measures of capital occupation by major shareholders and related parties
Article 4 the company shall prevent major shareholders and related parties from directly or indirectly occupying the company’s funds and resources through various means, and shall not provide funds directly or indirectly to major shareholders and related parties for use in the following ways: (I) borrow the company’s funds to major shareholders and related parties for use with compensation or free;
(II) providing entrusted loans to major shareholders and related parties through banks or non bank financial institutions;
(III) entrust major shareholders and related parties to carry out investment activities;
(IV) issue commercial acceptance bills for major shareholders and related parties without real transaction background;
(V) repay debts on behalf of major shareholders and related parties;
(VI) require the company to advance and bear wages, welfare, insurance, advertising and other expenses, costs and other expenses;
(VII) occupy the company’s funds and resources in other ways.
Article 5 major shareholders and related parties shall not affect the financial independence of the company in any of the following ways:
(I) share bank accounts with the company;
(II) deposit the company’s funds into the accounts controlled by the controlling shareholders, actual controllers and their affiliates in any way;
(III) occupying the company’s funds;
(IV) require the company to provide guarantee in violation of laws and regulations;
(V) incorporate the company’s financial accounting system into the management system of controlling shareholders and actual controllers, such as sharing the financial accounting system or the controlling shareholders and actual controllers can directly query the company’s operation, financial status and other information through the financial accounting system;
(VI) relevant laws, administrative regulations, departmental rules and normative documents and other circumstances recognized by the bourse.
Article 6 the company strictly prevents the occupation of non operating funds by major shareholders and related parties, and continues to establish a long-term mechanism to prevent the occupation of non operating funds by major shareholders. The financial department and the Audit Department of the company shall regularly inspect the non operating capital exchanges between the company and major shareholders and related parties respectively, and prevent the occupation of non operating capital by major shareholders and related parties. At the meeting of the board of directors to review the annual report and semi annual report, the financial director shall report to the board of directors the occupation of non operating funds of major shareholders and related parties and the external guarantee of the company.
Article 7 when the company has related party transactions with major shareholders and related parties, it shall strictly follow the company’s Dongguan Aohai Technology Co.Ltd(002993) related party transaction decision-making system and relevant regulations.
Article 8 the company shall strictly abide by the relevant provisions on external guarantee in the articles of association and Dongguan Aohai Technology Co.Ltd(002993) external guarantee decision-making system, and shall not make any form of external guarantee without the approval of the board of directors or the general meeting of shareholders.
Chapter III responsibilities and supervision procedures of the company’s board of directors, board of supervisors and senior executives
Article 9 the directors, supervisors and senior managers of the company shall perform their duties diligently in accordance with the company law, the articles of association and other relevant provisions, and maintain the safety of the company’s funds and property.
Article 10 the board of directors of the company shall review and approve the related party transactions between the company and major shareholders and related parties in accordance with its authority and responsibilities. The monetary fund payment related to major shareholders and related parties of the company is managed in strict accordance with the fund approval and payment process.
Article 11 when major shareholders and related parties encroach on the company’s assets and damage the interests of the company and public shareholders, the board of directors of the company shall take effective measures in time to require major shareholders and related parties to stop infringement and compensate for losses. When major shareholders and related parties refuse to correct, the board of directors of the company shall timely report to the securities regulatory authority.
Chapter IV accountability and punishment
Article 12 when the directors and senior managers of the company assist and connive at the major shareholders and related parties to occupy the company’s assets, the board of directors of the company shall punish the person directly responsible according to the seriousness of the circumstances, and the directors who are seriously responsible may propose to be removed by the general meeting of shareholders.
Article 13 all directors of the company shall prudently treat and strictly control the debt risk arising from external guarantee, and bear joint and several liabilities for the losses arising from illegal or improper external guarantee according to law.
Chapter V supplementary provisions
Article 14 unless otherwise specified, the terms used in this system have the same meanings as those in the articles of association.
Article 15 this system shall come into force after being deliberated and approved by the general meeting of shareholders.
Article 16 in case of any matters not covered in this system or conflict with the laws, regulations or the articles of association promulgated or modified after the system takes effect, the provisions of the laws, regulations and the articles of association shall prevail.
Article 17 the system shall be formulated and interpreted by the board of directors.
