Shanxi Panlong Pharmaceutical Group Limited By Share Ltd(002864)
Management system of subsidiaries
Chapter I General Provisions
Article 1 in order to promote the standardized operation and healthy development of Shanxi Panlong Pharmaceutical Group Limited By Share Ltd(002864) (hereinafter referred to as “the company”), clarify the property rights and interests and operation and management responsibilities of the company and its controlling and participating companies, establish an effective control mechanism, improve the overall asset operation quality and anti risk ability of the company, and protect the legitimate rights and interests of investors to the greatest extent, in accordance with the company law of the people’s Republic of China This system is formulated in combination with the actual situation of the company, in accordance with the relevant provisions of the guidelines for the supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, the Shanxi Panlong Pharmaceutical Group Limited By Share Ltd(002864) articles of Association (hereinafter referred to as the “articles of Association”).
Article 2 the term “subsidiary” as mentioned in these Measures refers to a company with independent legal personality established and participated in by the company according to the overall strategic planning, industrial structure layout and business development needs. Its forms include:
(I) holding subsidiaries. ① Wholly owned subsidiaries; ② Absolute holding subsidiary. That is, a company that directly or indirectly accounts for more than 50% (excluding 50%) of its equity capital and has an absolute controlling stake; ③ Relative holding subsidiaries. That is, a company that directly or indirectly accounts for less than 50% of its equity capital but has substantial control.
(II) joint stock companies, i.e. companies that directly or indirectly hold less than 50% of the equity and do not have actual control.
Article 3 this system is applicable to the company, its holding subsidiaries and joint-stock companies. All functional departments of the company and the directors, supervisors and senior managers appointed by the company to holding subsidiaries and joint-stock companies are responsible for the effective implementation of this system.
Article 4 the company shall focus on strengthening the management and control of its holding subsidiaries, mainly including:
(I) establish a control system for each holding subsidiary, and clarify the selection methods, responsibilities and authorities of directors, supervisors and important senior managers appointed to the holding subsidiary;
(II) according to the strategic planning of the listed company, coordinate the business strategy and risk management strategy of the holding subsidiary, and urge the holding subsidiary to formulate relevant business operation plans, risk management procedures and internal control systems; (III) formulate the performance appraisal and incentive and restraint system of holding subsidiaries;
(IV) formulate an internal reporting system for major events of holding subsidiaries, timely report major business events, major financial events and other information that may have a great impact on the trading price of shares and their derivatives of listed companies to listed companies, and report major events to the board of directors or the general meeting of shareholders of the company for deliberation in strict accordance with the authorization regulations;
(V) require the holding subsidiary to timely submit important documents such as the resolutions of the board of directors, the general meeting of shareholders or the general meeting of shareholders to the Secretary of the board of directors of the listed company;
(VI) regularly obtain and analyze the quarterly or monthly reports of each holding subsidiary, including operation reports, production and sales statements, balance sheets, income statements, cash flow statements, statements of providing funds to others and external guarantees, and entrust an accounting firm to audit the financial reports of the holding subsidiary in accordance with relevant regulations;
(VII) evaluate the implementation, inspection and supervision of the internal control system of the holding subsidiary.
If the company has multi-level subordinate enterprises, the management and control system for subordinate enterprises at all levels shall be established and improved accordingly.
The company’s internal control system for branches and joint-stock companies that have a significant impact on the operation of listed companies shall be arranged in accordance with the above requirements.
Chapter II Establishment of subsidiaries
Article 5 the establishment of subsidiaries or the formation of subsidiaries through mergers and acquisitions must be subject to the investment demonstration of the company, and the investment feasibility analysis report must be submitted for deliberation and approval in accordance with the authority specified in the articles of association or other documents authorized by the articles of association.
Article 6 under the framework of the company’s overall objectives, the subsidiary shall operate independently, be responsible for its own profits and losses, and accept the supervision and management of the company in accordance with the company law and other laws, regulations and the provisions of the subsidiary.
Article 7 the articles of association of a holding subsidiary shall be drafted by the company in conjunction with the board of directors, implemented after being deliberated and approved by the shareholders’ meeting of the subsidiary, and reported to the local industrial and commercial administration department where the subsidiary is located and the Secretariat of the board of directors for the record.
Chapter III appointment and duties of directors, supervisors and senior managers
Article 8 the directors, supervisors, important senior managers and equity representatives of the holding subsidiaries shall implement the company appointment system, and their appointment procedures shall be implemented in accordance with the provisions of the articles of association of each holding subsidiary.
Article 9 the chairman or general manager, financial principal or deputy general manager and other important senior managers of a holding subsidiary shall be appointed by the company; The directors, supervisors or senior managers and equity representatives of the joint-stock company shall be appointed by the company according to the proportion of capital contribution or the provisions of the articles of association of the joint-stock company.
Article 10 candidates assigned to holding subsidiaries as directors, supervisors and senior managers must comply with the provisions of the company law and the articles of association of each holding subsidiary on the terms of office of directors, supervisors and senior managers. At the same time, they should have certain working experience, enterprise management experience and professional knowledge in financial management.
Article 11 appointment procedures of directors, supervisors and important senior managers:
(I) the general manager of the company shall recommend the nominees;
(II) report to the chairman for final approval;
(III) the human resources department of the company handles official recommendation documents in the name of the company;
(IV) submit it to the shareholders’ meeting (shareholders’ meeting) or the board of directors of the holding subsidiary and joint-stock company for deliberation and determination in accordance with the articles of association of the holding subsidiary and joint-stock company;
(V) report to the human resources department of the company for filing.
Article 12 the directors, supervisors, important senior managers and equity representatives sent by the company to each holding subsidiary and joint-stock company shall have the following responsibilities:
(I) exercise the obligations of directors, supervisors and senior managers according to law and assume the responsibilities of directors, supervisors and senior managers;
(II) supervise and urge the holding subsidiaries and joint-stock companies to seriously abide by the provisions of relevant national laws and regulations, operate according to law and standardize operation;
(III) coordinate relevant work between the company and its holding subsidiaries and joint-stock companies;
(IV) ensure the implementation of the company’s development strategy and the resolutions of the board of directors and the general meeting of shareholders;
(V) be faithful, diligent and conscientious, and earnestly protect the interests of the company in its holding subsidiaries and joint-stock companies from infringement;
(VI) regularly or at the request of the company, report the production and operation of holding subsidiaries and joint-stock companies to the company, and timely report the major matters of the company;
(VII) the matters listed in the deliberation of the board of directors, the board of supervisors or the shareholders’ meeting (shareholders’ meeting) of the holding subsidiary or the joint-stock company shall be communicated with the company in advance, submitted to the general manager of the company for review according to the prescribed procedures as appropriate, and then submitted to the chairman of the company for approval or submitted to the board of directors or shareholders’ meeting of the company for deliberation;
(VIII) undertake other tasks assigned by the company.
Article 13 the directors, supervisors, important senior managers and equity representatives sent by the company to the holding subsidiaries and joint-stock companies shall strictly abide by the laws, administrative regulations and the articles of association, and bear the obligations of loyalty and diligence to the company and the company in office. They shall not use their power to seek personal interests, accept bribes or other illegal income, or occupy the property of the company in office without the consent of the company, No contract or transaction shall be concluded with the company in which he works.
If the above-mentioned personnel violate the provisions of this article and cause losses, they shall be liable for compensation. If they are suspected of committing a crime, they shall be transferred to the judicial organ for legal responsibility according to law.
Article 14 the directors appointed by the company shall seek the opinions of the company before expressing their opinions on relevant issues and exercising their voting rights at the board of directors of the company. After the company studies and decides the voting opinions on the relevant issues of the shareholders’ meeting (shareholders’ meeting) of the holding subsidiaries and joint-stock companies, the chairman of the company shall appoint the equity representative to attend the shareholders’ meeting (shareholders’ meeting) of the holding subsidiaries and joint-stock companies, and the equity representative shall exercise the voting right within the scope of authorization according to the instructions of the company.
Article 15 during the term of office, the directors, supervisors, senior managers or shareholders’ representatives appointed by the company shall submit an annual report to the general manager of the company within one month after the end of each year. On this basis, the annual assessment shall be conducted according to the assessment management measures of the company. If the assessment fails to meet the requirements of the company for two consecutive years, the company will submit it to the board of directors of the holding subsidiary and the joint stock company The shareholders’ meeting (general meeting of shareholders) shall replace it according to the procedures specified in its articles of association. Chapter IV financial management
Article 16 the financial operation of the holding subsidiary shall be under the centralized management of the financial department of the company, and the financial department of the holding subsidiary shall accept the guidance and supervision of the financial department of the company.
Article 17 the financial director of the holding subsidiary shall be appointed by the company. The holding subsidiary shall not replace the person in charge of Finance in violation of the procedures. If it really needs to be replaced, it shall report to the company and appoint another person according to the procedures with the consent of the company. Article 18 the accounting policies, accounting estimates, changes and other financial management systems adopted by the holding subsidiary in its daily accounting and financial management shall be consistent with the company. The financial management system of the joint-stock company shall be reported to the financial department of the company for filing.
Article 19 a holding subsidiary shall prepare consolidated accounting statements, disclose financial and accounting information to the public in accordance with the requirements of the financial department of the company, and timely submit financial statements and provide accounting materials in accordance with the requirements of the financial department of the company on the content and time of submission. Its financial statements shall be audited by an accounting firm entrusted by the company at the same time. Article 20 the financial statements and relevant materials submitted by the holding subsidiary to the company mainly include: balance sheet, profit statement, cash flow statement, financial analysis report, operation report, production and sales report, statement of providing funds to others and guarantee, etc.
Article 21 the holding subsidiary shall arrange the use of funds in accordance with the provisions of its articles of association and financial management system. The person in charge of the holding subsidiary shall not invest, borrow or misappropriate for private use in violation of the regulations, and shall not sign and approve the expenses beyond his authority. For the above acts, the financial personnel of the holding subsidiary have the right to stop and refuse to pay. If the stop is ineffective, they can directly report to the leaders of the company. If the holding subsidiary borrows more than 50% of the loan interest rate of the bank in the same period, it shall report to the company and implement it after being approved by the company.
Article 22 the financial principal of a holding subsidiary shall regularly report the changes of funds to the general manager, chief financial officer and Finance Department of the company.
Article 23 without the approval of the board of directors or the general meeting of shareholders, the holding subsidiaries shall not provide external guarantee in any form or mutual guarantee. If the company provides loan guarantee for a holding subsidiary, the holding subsidiary shall apply for it in accordance with the procedures specified in the company’s external guarantee, and perform the duties of the debtor without causing losses to the company.
Article 24 the purchase of non productive fixed assets with a value of more than RMB 50000 (inclusive) and productive fixed assets with a value of more than RMB 300000 (inclusive) by a holding subsidiary must be reported to the company for approval before implementation.
Article 25 a holding subsidiary shall strictly control the exchange of funds, assets and other resources with related parties to avoid any form of non operating occupation. In case of abnormal conditions, the financial department shall timely request the board of directors of the company to take corresponding measures. If losses are caused to the company due to the above reasons, the company has the right to require the board of directors of the holding subsidiary to investigate the responsibilities of relevant personnel according to law.
Article 26 a holding subsidiary shall not conceal its income and profits in its business activities and set up off account accounts and small coffers without permission.
Chapter V operation and investment decision management
Article 27 the operation and development planning of the holding subsidiary must obey and serve the development strategy and overall planning of the company, and refine and improve its own planning under the framework of the company’s development planning.
Article 28 the holding subsidiary shall independently formulate the enterprise budget according to the business objectives proposed by the company. The company shall examine and approve the budgets of its holding subsidiaries, including operating budgets and capital budgets. The company can approve the fund authorization scheme of the holding subsidiary according to the budget of the holding subsidiary.
Article 29 a holding subsidiary shall accept the supervision of the company and establish corresponding business plans and risk management procedures in accordance with the company’s business strategy and risk management policy.
Article 30 the management of the company shall, according to the overall business plan of the company and on the basis of fully considering the business characteristics and operation conditions of the holding subsidiary, issue the annual main business income, realized profit and other economic indicators to the holding subsidiary. The operation management of the holding subsidiary shall decompose and refine the economic indicators issued by the company, formulate specific implementation plans, and submit them to the general manager of the company for approval before implementation.
Article 31 a holding subsidiary 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 submitting an investment project for approval, the project shall be subject to preliminary investigation, feasibility study, organization demonstration and project evaluation, so as to achieve scientific demonstration, standardized decision-making and whole process management, so as to maximize the investment benefit.
Article 32 the foreign investment of a holding subsidiary shall be subject to the business guidance and supervision of the Securities Investment Department of the company.
Article 33 The Securities Investment Department of the company shall establish investment business files one by one for the companies in which the company invests and holds shares, and strengthen the tracking management and supervision of the holding and holding companies.
Article 34 holding subsidiaries do not have independent rights to dispose of equity, dispose of major assets (purchase or sale) and various forms of foreign investment. If it is really necessary to make foreign investment, investment in the development of its own business projects and investment in major fixed assets, it shall be submitted to the board of directors or the general meeting of shareholders of the company for deliberation in accordance with the articles of association, rules of procedure of the board of directors and information disclosure management system, and can be implemented after approval. Before signing the contract, the audit department, finance department and Securities Investment Department of the company shall jointly review the contents of the contract and submit it to the company for filing after signing the contract.
Article 35 related party transactions of subsidiaries (excluding internal transactions between subsidiaries of listed companies) shall be implemented in accordance with the relevant provisions of listed companies and the decision-making rules of related party transactions of the company.
Article 36 the external guarantee of a holding subsidiary shall be deliberated by the board of directors or shareholders’ meeting (shareholders’ meeting) of the holding subsidiary and by the board of directors or shareholders’ meeting of the company. Before convening the shareholders’ meeting (shareholders’ meeting), the holding subsidiary shall submit the guarantee proposal to the board of directors or shareholders’ meeting of the company for deliberation, and send personnel to attend the shareholders’ meeting (shareholders’ meeting) of the holding subsidiary.
Article 37 If the company and its holding subsidiaries suffer losses due to ultra vires in the operation and investment activities, the main responsible persons shall be criticized, warned or even removed from their posts, and may be required to bear the liability for compensation.
