Zhongyuan Xiehe Cell Gene Engineering Co., Ltd. has a fund management system to prevent controlling shareholders, actual controllers and other related parties from appropriating funds.
Zhongyuan Xiehe Cell Gene Engineering Co., Ltd.
Prevent controlling shareholders, actual controllers and other related parties from occupying funds management system
Chapter 1 General Provisions
Article 1 In order to maintain the asset security of Zhongyuan Xiehe Cell Gene Engineering Co., Ltd. (hereinafter referred to as the company), strengthen the supervision and management of the company's capital transactions, and prevent the controlling shareholders, actual controllers and other related parties from occupying the company's funds, in accordance with the "Company Law of the People's Republic of China" and "Listing" This system is specially formulated in accordance with laws, regulations and normative documents such as "Corporate Governance Code", "Listed Company Supervision Guidelines No. 8 - Supervision Requirements for Capital Transactions and External Guarantees of Listed Companies" and the "Articles of Association of Zhongyuan Xiehe Cell Genetic Engineering Co., Ltd." (hereinafter referred to as the "Articles of Association").
Article 2 Controlling shareholders refer to shareholders whose shares account for more than 50% of the company's total share capital, or shareholders whose shares do not exceed 50%, but whose voting rights based on the shares they hold are sufficient to have a significant impact on the resolutions of the shareholders' meeting.
The actual controller refers to the natural person, legal person or other organization that can actually control the company's behavior through investment relationships, agreements or other arrangements.
Article 3 The company establishes a working group to prevent controlling shareholders, actual controllers and other related parties from appropriating company funds. The chairman of the board is the team leader, the general manager of the company is the deputy team leader, and the chairman of the audit committee, the chief financial officer, and the secretary of the board of directors are members.
If controlling shareholders, actual controllers and other related parties occupy company funds, the above-mentioned persons shall bear relevant responsibilities.
Chapter 2 Regulations on the Behavior of Controlling Shareholders, Actual Controllers and Other Related Parties
Article 4 Controlling shareholders, actual controllers and other related parties shall not occupy company funds in operating capital transactions with the company.
Article 5 Controlling shareholders, actual controllers and other related parties may not misappropriate company funds in various forms such as borrowing money from the company, providing guarantees by the company, repaying debts, or advancing funds on behalf of the company. For funds that have been misappropriated, controlling shareholders, actual controllers and other related parties should return them by cash settlement, dividends to offset debts, shares to offset debts, assets to offset debts, etc. according to different situations.
Article 6 A company shall not provide funds directly or indirectly to controlling shareholders, actual controllers and other related parties in the following ways:
(1) Advance wages, benefits, insurance, advertising and other expenses, bear costs and other expenses for the controlling shareholder, actual controller and other related parties;
(2) Lending the company's funds (including entrusted loans) with or without compensation to the controlling shareholders, actual controllers and other related parties, except where other shareholders of the company's shareholding companies provide funds in the same proportion. The aforementioned "joint-stock companies" do not include companies controlled by controlling shareholders or actual controllers;
(3) Entrust controlling shareholders, actual controllers and other related parties to carry out investment activities;
(4) Issuing commercial acceptance bills for controlling shareholders, actual controllers and other related parties without real transaction background, and providing funds in the form of purchase money, asset transfer money, advance payment, etc. without consideration for goods and services or when it is obviously contrary to business logic;
(5) Repay debts on behalf of controlling shareholders, actual controllers and other related parties;
(6) Other prohibited methods determined by the China Securities Regulatory Commission (hereinafter referred to as the China Securities Regulatory Commission).
Controlling shareholders, actual controllers and other related parties are not allowed to occupy company funds in the form of "occupation during the period and return at the end of the period" or "small amounts and multiple batches".
Article 7 The company shall not provide any form of funds or guarantees to the controlling shareholders, actual controllers and other related parties without the approval of the company's competent approval authority.
When the company has related transactions with its controlling shareholders, actual controllers and other related parties, it shall strictly follow the relevant provisions of the "Shanghai Stock Exchange Stock Listing Rules", "Articles of Association", "Related Transaction Management System of Zhongyuan Concord Cell Genetic Engineering Co., Ltd." and other documents to perform decision-making procedures and information disclosure obligations.
Article 8 The controlling shareholder and actual controller shall make a clear commitment that if the controlling shareholder, actual controller and their related parties occupy the company's funds and require the company to provide guarantees in violation of laws and regulations, they will not transfer the company shares they hold or control until all the occupied funds are returned and all illegal guarantees are released, except where the funds obtained from the transfer of the company shares held and controlled are used to repay the occupied funds and release the illegal guarantees.
Article 9 The chief financial officer shall ensure that the company's financial independence is independent of the controlling shareholders and actual controllers. If he receives instructions from the controlling shareholders, actual controllers and other related parties to occupy, transfer funds, assets or other resources that infringe the company's interests, he shall clearly reject them and report to the board of directors in a timely manner.
Article 10 If the company discovers that the controlling shareholder, actual controller or other related parties have occupied the raised funds, it shall promptly request the return and disclose the reasons for the occupation, the impact on the company, the repayment and rectification plan and the progress of rectification.
Chapter 3 Reporting System
Article 11 The company shall establish a reporting system to prevent controlling shareholders, actual controllers and other related parties from occupying company funds.
Article 12 The company's financial management department shall pay close attention to, monitor and regularly inspect the capital transactions between the company and its subsidiaries and its controlling shareholders, actual controllers and other related parties, as well as the company's external guarantee business. If there are any abnormalities, it shall promptly report to the working group on preventing the controlling shareholders, actual controllers and other related parties from appropriating the company's funds.
Article 13 When auditing the company's annual financial accounting report, certified public accountants shall, in accordance with relevant regulations, issue special explanations on the company's use of funds by its controlling shareholders, actual controllers and other related parties, and the company shall make an announcement on the special explanations.
Article 14 At the board meeting to review the company's annual report and interim report, the company shall submit to the board members a special explanation of the company's funds occupied by the controlling shareholders, actual controllers and other related parties and the company's external guarantees audited or reviewed by auditors during the reporting period. The company discloses such information in its annual report and interim report.
Chapter 4 Accountability
Article 15 When the company has financial transactions, guarantees, etc. with directors, senior managers, controlling shareholders, actual controllers and other related parties, it shall abide by laws and regulations, relevant regulations of the Shanghai Stock Exchange and the company's articles of association, and shall not harm the interests of the company.
If a related party causes or may cause losses to the company due to the occupation or transfer of the company's funds, assets or other resources, the board of directors shall promptly take measures such as litigation and property preservation to avoid or reduce the losses, and hold the relevant personnel accountable.
If a related party forces, instigates or requires the company to provide funds or guarantees in violation of regulations, the company and its directors and senior managers shall refuse and shall not assist, cooperate or acquiesce.
If the controlling shareholder, actual controller and other related parties occupy the company's funds and cause losses to the company, the company has the right to require the relevant responsible persons to compensate for the losses. For responsible directors and senior managers, in addition to pursuing their liability for compensation in accordance with the law, the company should also handle it in accordance with the "Code of Corporate Governance for Listed Companies" and the company's remuneration management system.
Article 16 If the controlling shareholders, actual controllers and other related parties fail to repay the debts provided by the company in time for the guarantees provided by the company, or occupy or transfer the company's funds, assets or other resources, causing losses or possible losses to the company, the company's board of directors shall promptly take protective measures such as recovery, litigation, property preservation, and ordering the provision of guarantees to avoid or reduce the losses, and hold the relevant personnel accountable.
Article 17 If the controlling shareholders, actual controllers and other related parties approved by the company's directors and senior managers without authorization occupy the company's funds or the company provides any form of external guarantee, it will be regarded as a serious violation. The board of directors will hold the relevant personnel accountable. If the amount involved is huge, the board of directors will convene a shareholders' meeting and notify all shareholders of the relevant situation. If it constitutes a crime, it will be transferred to the relevant judicial authorities for handling.
Chapter 5 Supplementary Provisions
Article 18 If there are any matters not covered in this system, they shall be implemented in accordance with the relevant provisions of national laws, regulations, normative documents and the Articles of Association. If this system is inconsistent with the relevant provisions of laws, regulations, normative documents and the Articles of Association, the provisions of the relevant laws, regulations, normative documents and the Articles of Association shall prevail.
Article 19 This system shall be interpreted and revised by the company's board of directors.
Article 20 This system shall take effect and be implemented upon review and approval by the board of directors, and the same shall apply when it is revised.