Management system to prevent controlling shareholders and related parties from occupying the company’s funds
Chapter I General Provisions
Article 1 in order to further strengthen and standardize the fund management of Jiangsu Bide Science And Technology Co.Ltd(605298) (hereinafter referred to as “the company”) and its subsidiaries, establish a long-term mechanism to prevent the controlling shareholders and other related parties from occupying the funds of the company and its subsidiaries, prevent the controlling shareholders and other related parties from occupying the funds of the company, 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 This system is formulated in combination with the actual situation of the company, such laws and regulations as the securities law of the people’s Republic of China, the notice on Several Issues Concerning Regulating the capital exchanges between listed companies and related parties and the external guarantee of listed companies (announcement [2017] No. 16 of China Securities Regulatory Commission) and the relevant provisions of the articles of association.
Article 2 this system is applicable to the fund management between the controlling shareholders, actual controllers and other related parties of the company and the company. This system is applicable to the capital transactions between the controlling shareholders, actual controllers and other 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” as mentioned in this system includes but is not limited to: occupation of operating funds and occupation of non operating funds. Operating capital occupation refers to the capital occupation generated by the controlling shareholders and other related parties through related party transactions in production and operation links such as procurement, sales and mutual provision of labor services; Occupation of non operating funds refers to the creditor’s rights formed by the controlling shareholder and other related parties’ advance of wages and welfare, insurance, advertising and other expenses, payment of funds for repayment of debts on behalf of the controlling shareholder and other related parties, paid or unpaid, direct or indirect lending of funds to the controlling shareholder and other related parties, and undertaking guarantee liabilities for the controlling shareholder and other related parties, Other funds used by controlling shareholders and other related parties without the provision of goods and services.
Article 4 the controlling shareholders of the company shall exercise the rights of investors in strict accordance with the law, bear the obligation of good faith to the company and the public shareholders of the company, and shall not damage the interests of the company and the legitimate rights and interests of the public shareholders through the occupation of funds.
Chapter II principles for preventing the occupation of funds by controlling shareholders and their related parties
Article 5 in the business capital transactions between the company and its controlling shareholders and other 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 their 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, its holding subsidiaries and their subsidiaries shall not provide funds directly or indirectly to the controlling shareholders and other related parties in the following ways:
(I) lend the company’s funds to the controlling shareholders and other related parties with compensation or free of charge;
(II) providing entrusted loans to controlling shareholders and other related parties through banks or non bank financial institutions; (III) entrust the controlling shareholder and other related parties to carry out investment activities;
(IV) issuing commercial acceptance bills without real transaction background for controlling shareholders and other related parties;
(V) repay debts on behalf of controlling shareholders and other related parties;
(VI) other methods recognized by the CSRC.
Article 7 related party transactions between the company and its controlling shareholders and other related parties must be made and implemented in strict accordance with relevant laws and regulations, the articles of association and the management system of related party transactions. When the company has related party transactions with controlling shareholders and other 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 8 the company shall strengthen and standardize the related party guarantee behavior and strictly control the guarantee risk provided to the controlling shareholder, actual controller and other related parties. Without the deliberation and approval of the board of directors or the general meeting of shareholders, the company shall not provide any form of guarantee to the controlling shareholder, actual controller and other related parties.
Chapter III responsibilities and measures
Article 9 the company shall strictly prevent the controlling shareholders, actual controllers and other 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 10 the directors, supervisors, senior managers and the general managers of subsidiaries and branches 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 and rules of procedure of the board of supervisors.
Article 11 the general meeting of shareholders, the board of directors and the general manager’s office meeting of the company shall, in accordance with their respective authorities and responsibilities, consider and approve the related party transactions between the company and the controlling shareholders and other related parties through production and operation links such as procurement, sales and mutual provision of labor services. Independent directors must express special opinions on major related party transactions of the company.
Article 12 the Finance Department of the company, its subsidiaries and branches is the daily implementation department to prevent the occupation of funds by controlling shareholders and other related parties. It shall regularly check the non operating capital exchanges with controlling shareholders, actual controllers and other related parties, so as to prevent and eliminate the non operating occupation of funds by controlling shareholders, actual controllers and other related parties. The chief financial officer shall strengthen the overall control of the company’s financial process and regularly report to the board of directors the occupation of non operating funds by controlling shareholders and other related parties.
Article 13 the Audit Department of the company, as the daily supervision organization to prevent the capital occupation of controlling shareholders, actual controllers and other related parties, shall regularly or irregularly audit and supervise the non operational capital occupation of controlling shareholders, actual controllers and other related parties, as well as the implementation of prevention mechanisms and systems. Article 14 when the controlling shareholders, actual controllers and other 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 to require the controlling shareholders to stop the infringement and compensate for the losses. When the controlling shareholder, actual controller and other related parties refuse to correct, the board of directors of the company shall timely report and announce to Shanghai Securities Regulatory Bureau and Shanghai Stock Exchange, and file legal proceedings against the controlling shareholder, actual controller and other related parties to protect the legitimate rights and interests of the company and public shareholders.
At the same time, the board of directors of the company shall “freeze upon occupation” of the shares held by the controlling shareholder, that is, if it is found that the controlling shareholder embezzles assets, it shall apply for property preservation and freeze its shares at the same time of filing a lawsuit. If it cannot be paid off in cash, the embezzled assets shall be repaid through the realization of equity. When the board of Directors considers relevant matters, the directors of related parties need to avoid voting.
Article 15 if the controlling shareholders, actual controllers and other 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 and other related parties 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, the related directors shall withdraw from voting.
When the board of directors fails to perform the above duties, 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 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 16 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.
Chapter IV accountability and punishment
Article 17 If the controlling shareholder, actual controller and other related parties of the company occupy the company’s funds by using the related 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.
If the company or its subsidiaries violate this system and the controlling shareholders and other related parties occupy funds for non-profit, violate guarantees and other phenomena, resulting in losses to investors, the company will investigate the legal responsibilities of the relevant responsible persons in addition to giving administrative and economic penalties to the relevant responsible persons.
Article 18 the directors, supervisors and senior managers of the company have the obligation to protect the company’s funds from being occupied by the controlling shareholders. If the directors, supervisors and senior managers of the company assist and connive at the controlling shareholders and other related parties to encroach on the company’s assets, the board of directors of the company shall punish the person directly responsible according to the seriousness of the situation, and start the procedure of dismissal or criminal responsibility investigation for the person seriously responsible. The board of directors of the company shall timely report and announce to the Shanghai Securities Regulatory Bureau and Shanghai Stock Exchange.
Article 19 all directors of the company shall prudently treat and strictly control the debt risks arising from the guarantee to the controlling shareholders and other related parties, and shall be liable for the losses arising from the illegal or improper external guarantee according to law. Article 20 the board of directors of the company shall establish a “freeze upon occupation” mechanism for the shares held by the controlling shareholders, that is, if it is found that the controlling shareholders and their related parties have embezzled the company’s funds, it shall immediately apply for judicial freezing of the shares held by them. If it cannot be repaid in cash, it shall repay the embezzled funds by realizing their equity.
Article 21 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 relevant departments for approval according to the legal procedures. Strictly control the controlling shareholders and other related parties to use non cash assets to pay off the company’s funds occupied. If the controlling shareholders and other 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 relevant national regulations.
Chapter V supplementary provisions
Article 22 matters not covered in this system shall be implemented in accordance with relevant national laws, regulations and the articles of association. In case of any conflict between this system and the laws and regulations promulgated by the state in the future or the articles of association modified by legal procedures, the provisions of relevant national laws, regulations and the articles of association shall prevail.
Article 23 the system is formulated by the board of directors, takes effect and comes into force after being deliberated and approved by the general meeting of shareholders of the company, and is interpreted by the board of directors of the company.
