Jiuqiang Biotech: Financing Management System
Beijing Jiuqiang Biotechnology Co., Ltd.
Financing management system
Chapter 1 General Provisions
Article 1 In order to standardize the financing management of Beijing Jiuqiang Biotechnology Co., Ltd. (hereinafter referred to as the "Company") and its subsidiaries, effectively control the company's financing risks, and protect the company's financial security and the legitimate rights and interests of investors, in accordance with the "Company Law of the People's Republic of China", the "Securities Law of the People's Republic of China" and other relevant laws , regulations, normative documents and the relevant provisions of the "Articles of Association of Beijing Jiuqiang Biotechnology Co., Ltd." (hereinafter referred to as the "Articles of Association"), and based on the actual situation of the company, the "Beijing Jiuqiang Biotechnology Co., Ltd. Accounting Firm Selection System" (hereinafter referred to as the "System") is specially formulated.
Article 2 Financing as referred to in this system includes:
(1) Equity financing refers to financing that increases the company’s equity capital after the financing is completed, including the issuance of stocks, rights issues, convertible corporate bonds, etc.
(2) Debt financing refers to financing that increases the company's liabilities after the financing is completed, such as loans from banks or non-bank financial institutions, issuance of bonds, financial leases, bill financing and letters of guarantee, etc.
Article 3 Corporate financing shall follow the principles of prudence, equality, mutual benefit, voluntariness, and good faith. All directors and senior managers of the company shall treat with prudence and strictly control the risks of corporate financing.
Chapter 2 Division of Responsibilities
Article 4 The shareholders' meeting, the board of directors and the general manager's office are the financing approval and decision-making bodies, and shall examine and approve the company's financing plan within the corresponding decision-making authority.
Article 5 The company's financial department is the management department for the company's implementation of debt financing matters, and is also the main assisting department for equity financing business. It is also responsible for the accounting work of all financing businesses. Its main responsibilities are as follows:
(1) Responsible for handling bank loans, financial leases, debt financing instruments and other financing business-related matters;
(2) Responsible for the planning and demonstration of the company’s debt financing activities;
(3) Responsible for the collection, sorting, archiving and safekeeping of documents related to financing business such as bank loans, financial leases, debt financing instruments, etc.;
(4) Responsible for the relevant accounting treatment of all financing businesses;
(5) Strictly monitor the use of raised funds and perform fund repayment obligations in strict accordance with the contract agreement;
(6) Other duties that should be performed according to the responsibilities and authority of this department.
Article 6 The office of the company’s board of directors is the leading department for the company to issue shares and bonds in the securities market, and is also the management department for the company to implement equity financing matters. It mainly performs the following responsibilities:
(1) Responsible for preparing the company’s financing plan for issuing stocks and bonds;
(2) Responsible for liaising with underwriting agencies and responsible for the preparation, drafting, collection and storage of relevant documents;
(3) Responsible for handling matters related to the company’s issuance of stocks and bonds;
(4) Responsible for information disclosure related to financing business;
(5) Responsible for the planning and demonstration of the company’s equity financing activities;
(6) Responsible for the collection, sorting, archiving and safekeeping of relevant financing documents;
(7) Other duties that should be performed according to the responsibilities and authority of this department.
Chapter 3 Approval of Financing Matters
Article 7 Approval authority for company financing matters:
(1) Financing with a single financing amount or financing amount of less than 5 million yuan or no more than 10% of the company's latest audited net assets shall be approved by the company's general manager office meeting.
(2) If a single financing amount or the cumulative financing amount of the same object within twelve consecutive months accounts for more than 10% of the company's latest audited net assets, and the absolute amount exceeds 5 million yuan, it shall be approved by the company's board of directors.
(3) If a single financing amount or the cumulative financing amount of the same object within twelve consecutive months accounts for more than 50% of the company's latest audited net assets, and the absolute amount exceeds 30 million yuan, it shall be submitted to the company's board of directors for review and approval, and then submitted to the company's shareholders' meeting for approval.
Financing matters that occur within the company within twelve consecutive months shall be subject to corresponding approval procedures based on the principle of cumulative calculation for the same object. Those that have completed the approval procedures in accordance with regulations will no longer be included in the relevant cumulative calculation scope.
For low-risk financing directly related to production and operation, such as bank acceptance bill discount, bill pool pledge exchange, full margin bank acceptance bill, letter of guarantee, etc., the company's finance department shall report to the company's chief financial officer for approval before implementation.
Article 8 When the company's decision-making body with the authority to review the company's financing application shall carefully review the business plan and financing purposes involved in the financing matters. For projects that require approval from the government or relevant competent authorities, relevant approval documents should be inspected; if the board of directors or shareholders' meeting deems it necessary, external financial or legal and other professional institutions can be hired to provide professional opinions on such financing matters as the basis for decision-making by the board of directors and shareholders' meeting.
Article 9 When reviewing and approving financing applications, the company's decision-making authority shall fully consider the asset and liability status of the financing party, and shall carefully review and approve new financing applications from parties with excessively high asset-liability ratios.
Article 10 If a company intends to provide mortgage financing with its own land, real estate and other assets, it shall submit the financing plan to the chairman of the board, the board of directors and the shareholders' meeting for approval at the same time.
Article 11 The company shall strictly follow the purpose of funds stipulated in the financing contract and use the funds reasonably. If it is necessary to change the purpose, the fund use department shall submit an application and perform the approval procedures.
Chapter 4 Inspection and Supervision of Financing
Article 12 The company's internal audit department has the right to supervise the above-mentioned financing matters and their processes and conduct special audits.
Article 13 The company's audit committee has the right to supervise the above-mentioned relevant matters and their processes, provide timely corrective opinions on violations, submit special reports on major issues, and submit them to the appropriate approval agencies for processing. When the audit committee deems it necessary, it may report directly to the board of directors or shareholders' meeting.
Article 14 The independent directors of the company have the right to supervise the above-mentioned relevant matters and their processes. Relevant personnel of the company must actively cooperate and must not refuse, hinder or conceal, or interfere with their independent exercise of powers.
Article 15 If any department, institution or individual of the company violates legal provisions or the provisions of this system, the company has the right to impose corresponding sanctions; if it causes losses to the company, it shall bear corresponding responsibilities. If it constitutes a crime, the company will transfer it to judicial authorities for processing.
Chapter 5 Financing Execution and Risk Management
Article 16 After the company's financing matters are approved by the competent decision-making body in accordance with the provisions of this system, the company's chairman or his authorized person will sign a financing contract on behalf of the company during the implementation process. The company's competent decision-making body will no longer perform the approval process for the implementation process.
The financing matters of the company's holding subsidiaries shall be implemented in accordance with the provisions of this system. After approval by the subsidiary's decision-making authority, the legal representative of the holding subsidiary or its authorized person shall sign a financing contract on behalf of the company.
Article 17 The financing contract entered into by the company and its subsidiaries shall be submitted to the company's financial department for registration and filing within seven days from the date of signing.
Article 18 If the company's financial department predicts that it will not be able to repay the loan when it is due, it should promptly understand the reasons for overdue repayment and formulate an emergency plan with relevant departments. If the financing period expires and needs to be extended, the company's financial department should promptly report to the board of directors and explain the reasons and repayment period.
Chapter 6 Corporate Financing Information Disclosure
Article 19 Regarding corporate financing matters, information disclosure obligations shall be performed in accordance with relevant laws and regulations, relevant normative documents issued by the China Securities Regulatory Commission and relevant regulations of the Shenzhen Stock Exchange.
Article 20 The office of the company’s board of directors is responsible for the disclosure of specific information.
Chapter 7 Responsibilities of Relevant Personnel
Article 21 All directors of the company shall review the company's financing matters in strict accordance with the provisions of this system and relevant laws, regulations and normative documents, and bear joint and several liability for losses caused by illegal or improper financing in accordance with the law.
Article 22 If a person with review authority in accordance with the provisions of this system exceeds his or her authority to approve or sign a financing contract without following the authority and procedures stipulated in the system, or fails to perform his or her duties, thereby causing actual losses to the company, the company shall hold the relevant responsible persons legally responsible.
If the above-mentioned personnel violate these regulations but do not cause actual losses to the company, the company may still punish the relevant responsible personnel in accordance with company regulations.
Chapter 7 Supplementary Provisions
Article 23 If there are any matters not covered in this system, they shall be implemented in accordance with the relevant national laws, regulations and the Articles of Association.
Article 24 This system shall be interpreted by the board of directors, and shall be modified by the company's board of directors in accordance with relevant laws, regulations and normative documents, and shall be submitted to the company's shareholders' meeting for approval.
Article 25 This system is formulated by the Board of Directors and shall become effective and implemented upon approval by the shareholders' meeting. The same applies to modifications.