Guangdong Vtr Bio-Tech Co.Ltd(300381)
Management system of subsidiaries
Chapter I General Provisions
Article 1 interpretation
The “company”, “parent company” and “the company” mentioned in this system refer to Guangdong Vtr Bio-Tech Co.Ltd(300381) ; “Subsidiary” means a company in which the company invests or substantially controls. Specifically include:
（1） A wholly-owned subsidiary established by the company or formed by acquisition or a holding subsidiary of the wholly-owned subsidiary;
（2） A holding subsidiary established jointly by the company and other legal persons, organizations or natural persons, or formed through acquisition, and the company holds more than 50% (excluding 50%) of its equity (shares), or the holding subsidiary of the holding subsidiary;
（3） Where the company is jointly invested and established with other legal persons, organizations or natural persons, and the company holds less than 50% of its equity (shares), but the voting rights of the shares held by the company can have a significant impact on the resolutions of the shareholders’ meeting (shareholders’ meeting) of the held company according to the agreement or other arrangements;
（4） A company established jointly by the company and other legal persons, organizations or natural persons, and the company can actually control it through agreements or other arrangements although the company holds less than 50% of its equity (shares).
Article 2 formulation basis
The system is formulated in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the guidelines for the standardized operation of GEM listed companies of Shenzhen Stock Exchange and other laws, regulations and normative documents, as well as the relevant provisions of the articles of association.
Article 3 purpose of formulation
The system aims to standardize the operation and management behavior of subsidiaries, promote the healthy development of subsidiaries, optimize the allocation of resources, improve the operation enthusiasm and creativity of subsidiaries, maintain the overall image of the company and the interests of investors, and improve the overall operation efficiency and anti risk ability of the company.
Article 4 management principles
(I) the company shall, with its share of equity, enjoy the rights of shareholders such as asset benefit, major decision-making, manager selection, share disposal and so on to its subsidiaries in accordance with the law. The company mainly manages, guides and supervises its subsidiaries from the aspects of articles of association formulation, business decision-making, personnel, finance, internal audit, information, assessment and so on.
(II) subsidiaries enjoy the property rights of legal persons in accordance with the law, operate independently with their legal persons’ property, be responsible for their own profits and losses, strictly implement the company’s various systems and regulations for subsidiaries under the framework of the company’s overall policies and objectives, and assume the responsibility of maintaining and increasing the value of the capital invested by the company and other investors.
(III) other companies directly or indirectly controlled by subsidiaries shall refer to this management system.
(IV) all functional departments of the company shall guide, supervise and manage the daily business of subsidiaries, such as operation, personnel, finance, internal audit, production, quality control, marketing, information, assessment and so on, according to the company’s internal control management system.
Management division of the company’s functional departments
1. Formulate the company’s medium and long-term development strategy and.
Strategy and Management Committee 2. Formulate the company’s annual business plan and participate in the decision-making of the company’s major work.
3. Assist the president to promote the efficient operation of the company and prevent major business risks of the company.
Be responsible for the following daily business supervision, coordination, guidance and management of the company: operation, investment and audit; Environmental protection, safety and occupational health of the operation center; Brand and market development; Project and infrastructure implementation; Securities affairs management.
President’s office 1. Assist the president in handling the daily operation and management of the company.
2. Responsible for internal and external organization and coordination and daily affairs service of strategy and Management Committee.
The legal department is responsible for the legal affairs, audit and supervision of the company.
Audit and supervision department
Be responsible for the formulation of the company’s basic financial system, as well as the supervision, coordination, guidance and management of the subsidiary’s financial accounting, fund allocation, external guarantee of the financial management center, related party transactions and annual budget preparation, financial statement analysis, etc.
The human resources center is responsible for the formulation of the company’s basic personnel system, as well as the supervision, coordination, guidance and management of the appointment and recommendation of senior managers of subsidiaries, performance appraisal and corporate culture construction.
1. Be responsible for coordinating and guiding the technological innovation and product development of subsidiaries.
Other functional departments 2. Be responsible for coordinating and guiding the customer management and market development of subsidiaries.
3. Be responsible for coordinating and guiding other daily businesses of subsidiaries in accordance with the company’s internal control system.
Chapter II Business Decision Management
Article 5 subsidiaries shall formulate the articles of association of subsidiaries, improve the corporate governance structure and improve the internal management system in accordance with the company law and relevant laws and regulations.
Article 6 the business plan and development plan of a subsidiary shall be subject to and serve the company’s development strategy and overall plan, and refine and improve its own plan under the framework of the company’s development strategic plan.
Article 7 subsidiaries shall improve the decision-making procedures and management systems of investment projects, strengthen the management and risk control of investment projects, and the investment decisions must be institutionalized and programmed. Before applying for approval of an investment project, preliminary investigation, feasibility study, organizational demonstration and project evaluation shall be carried out for the project, so as to achieve scientific demonstration, standardized decision-making and whole process management, so as to maximize the investment benefit.
Article 8 the following transactions of subsidiaries that should be submitted to the board of directors or shareholders’ meeting of subsidiaries for deliberation according to the system or the articles of association of subsidiaries need to be submitted to the board of directors or shareholders’ meeting of subsidiaries for deliberation. If there is no board of directors and only an executive director, the executive director shall perform the authority of the board of directors; If it should be submitted to the board of directors or the general meeting of shareholders for deliberation according to the authority specified in the articles of association, it should also be submitted to the board of directors or the general meeting of shareholders for deliberation.
(I) significant purchase or sale of assets (excluding the purchase of raw materials, fuel and power, and the sale of products, commodities and other assets related to daily operation, but including engineering construction, purchase or sale of fixed assets and the purchase and sale of such assets in asset replacement);
(II) foreign investment in joint ventures, entrusted financial management enterprises, etc;
(III) provide financial assistance (including entrusted financial management, entrusted loans, financial assistance to subsidiaries, joint ventures and associated enterprises, etc.);
(IV) provide guarantee (including guarantee for subsidiaries);
(V) leased in or leased out assets;
(VI) sign management contracts (including entrusted operation, entrusted operation, etc.);
(VII) donated or donated assets;
(VIII) reorganization of creditor’s rights or debts;
(IX) transfer of research and development projects;
(x) sign the license agreement;
（11） Waiver of rights (including waiver of preemptive right, preemptive right to subscribe capital contribution, etc.);
（12） Undertake debt or asset mortgage;
（13） Connected transactions;
（14） Other transactions recognized by the company or Shenzhen Stock Exchange.
Article 9 If a subsidiary has a transaction in Article 8 of the system and meets the following standards, it shall be submitted to the shareholders’ meeting of the subsidiary for approval. If a transaction in items (IV) and (XIII) of Article 8 of the system meets the following standards or not, it shall be submitted to the shareholders’ meeting of the subsidiary for approval after being approved by the board of directors or executive directors of the subsidiary.
(I) the total assets involved in the transaction account for more than 50% of the latest audited total assets of the subsidiary (if not audited, according to the financial report of the subsidiary in the latest fiscal year, the same below). If the total assets involved in the transaction have both book value and evaluation value, the higher one shall be taken as the calculation data;
(II) the relevant operating income of the transaction object (such as equity) in the latest fiscal year accounts for more than 50% of the audited operating income of the subsidiary in the latest fiscal year, and the absolute amount exceeds 30 million yuan;
(III) the related net profit of the transaction object (such as equity) in the latest accounting year accounts for more than 50% of the audited net profit of the subsidiary in the latest accounting year, and the absolute amount exceeds 3 million yuan;
(IV) the transaction amount (including the debt assumed) of the transaction accounts for more than 50% of the audited net assets of the subsidiary in the latest period, and the absolute amount exceeds 30 million yuan;
(V) the profit generated from the transaction accounts for more than 50% of the audited net profit of the subsidiary in the latest fiscal year, and the absolute amount exceeds 3 million yuan.
If the data involved in the above index calculation is negative, its absolute value shall be taken for calculation.
In case of a “purchase or sale of assets” transaction of a subsidiary, the higher of the total assets and the transaction amount shall be taken as the calculation standard, and the cumulative calculation shall be carried out within 12 consecutive months according to the type of transaction. If the relevant decision-making procedures have been performed according to the above provisions, it shall not be included in the relevant cumulative calculation scope.
Article 10 any transaction in Article 8 of this system that meets the following criteria shall be submitted to the board of directors of the subsidiary for approval. Any transaction in items (III), (IV) and (13) of Article 8 of this system, whether or not the following criteria are met, shall be submitted to the board of directors or executive directors of the subsidiary for approval.
(I) according to the principle of the lower one, the total assets involved account for more than 10% of the total assets of the subsidiary audited in the latest period. If the total assets involved have both book value and assessed value, the higher one shall be taken as the calculation basis, or the absolute amount exceeds 2 million yuan;
(II) according to the principle of whichever is lower, the relevant operating revenue of the target in the latest fiscal year accounts for more than 10% of the audited operating revenue of the subsidiary in the latest fiscal year, or the absolute amount exceeds RMB 5 million;
(III) according to the principle of whichever is lower, the relevant net profit of the target in the latest fiscal year accounts for more than 10% of the audited net profit of the subsidiary in the latest fiscal year, or the absolute amount exceeds RMB 1 million;
(IV) according to the principle of whichever is lower, the transaction amount (including debts and expenses) accounts for more than 10% of the latest audited net assets of the subsidiary, or the absolute amount exceeds RMB 5 million;
(V) according to the lower principle, the profit generated by the subject matter accounts for more than 10% of the audited net profit of the subsidiary in the latest fiscal year, or the absolute amount exceeds RMB 1 million.
If the data involved in the above index calculation is negative, its absolute value shall be taken for calculation.
Article 11 a subsidiary has a transaction in accordance with Article 8 of the system and fails to meet the approval criteria of the board of directors of the subsidiary; After the approval of the general manager of the parent company, the general manager of the subsidiary company and the general manager in charge of the fuel business department, the general manager of the subsidiary company, the general manager of the parent company and the general manager in charge of the sale of products, power and other related matters are submitted to the general manager of the parent company for approval..
Article 12 a subsidiary shall truthfully, accurately, completely and timely provide its board of directors (Executive Director) with information about the operating performance, financial status and business prospects of the subsidiary, so that the board of directors of the subsidiary can make scientific decisions, supervise and coordinate.
If the company and its subsidiaries suffer losses due to ultra vires in business and investment activities, the main responsible personnel shall be criticized, warned or even removed from their posts, and may be required to bear the liability for compensation. Chapter III personnel management
Article 13 the company shall exercise the shareholders’ rights through the shareholders’ meeting of the subsidiary, formulate the articles of association of the subsidiary, and appoint or recommend the directors, shareholders’ representatives, supervisors and senior managers of the subsidiary in accordance with the provisions of the articles of association of the subsidiary.
Article 14 the company monitors the governance and operation management of its subsidiaries by appointing or recommending directors, supervisors and senior managers. Candidates for directors, supervisors and senior managers appointed or recommended by the company to subsidiaries shall be determined or nominated by the board of directors, chairman or general manager of the company. The appointment and term of office of the appointed or recommended personnel shall be subject to the provisions of the articles of association of the subsidiary, and the company may adjust the appointed or recommended personnel within the term of office according to the procedures as needed.
Article 15 in principle, the Directors recommended by the company shall account for more than half of the members of the board of directors of the subsidiary, or can actually control the board of directors of the subsidiary through other arrangements. The chairman of the subsidiary shall be a director recommended by the company. Article 16 The Directors recommended by the company shall perform the following functions and powers in accordance with the company law and other laws and regulations and the articles of association of subsidiaries:
(I) exercise the rights of directors and bear the responsibilities of directors according to law;
(II) implement the company’s development strategy, business requirements and resolutions of the board of directors and the general meeting of shareholders;
(III) be faithful, diligent and responsible, coordinate the relationship between parent and subsidiary companies, and safeguard the interests of the company in subsidiaries;
(IV) regularly or at the request of the company, report the production and operation of the working subsidiary to the company, and timely report the major matters specified in the information disclosure management system to the company;
(V) other functions and powers specified in the articles of association of the subsidiary and the company.
Article 17 Where a subsidiary has a board of supervisors, the supervisors recommended by the company shall account for more than half of the members of the board of supervisors of the subsidiary; If a subsidiary does not have a board of supervisors but only one supervisor, it shall be a candidate recommended by the company.
Article 18 the supervisors recommended by the company shall perform the following functions and powers in accordance with the company law and other laws and regulations and the articles of association of subsidiaries:
(I) exercise the rights of supervisors according to law and bear the responsibilities of supervisors;
(II) be faithful, diligent and conscientious, and safeguard the interests of the company in its subsidiaries;
(III) check the subsidiary’s finance, ensure the subsidiary’s operation in accordance with the law, standardize the operation, correct the behavior damaging the interests of the company, and report to the company in time.
(IV) attend the meetings of the board of supervisors of the subsidiary, and attend the meetings of the board of directors and shareholders of the subsidiary.
(V) other functions and powers specified in the articles of association of the subsidiary and the company.
Article 19 the appointment or dismissal of senior managers of subsidiaries shall be decided by the board of directors (Executive Director) of subsidiaries, and the general manager shall be appointed or recommended by the company.
Article 20 the general manager of a subsidiary shall exercise the following functions and powers in accordance with the provisions of the company law and other laws, regulations and the articles of association of the subsidiary and under the leadership of the chairman or executive director of the subsidiary:
(I) organize the implementation of resolutions of the board of directors of subsidiaries and preside over daily production, operation and management activities;
(II) formulate medium and long-term development plans, major investment projects and annual production and operation plans of subsidiaries; (III) draw up the annual financial budget and final settlement plan of the subsidiary;
(IV) formulate the salary plan and performance evaluation plan of the employees of the subsidiary;
(V) draft the internal operation and management organization of the subsidiary
