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Jiangsu Shentong Valve Co., Ltd. to provide external financial assistance management system
Release time:
2022-10-26
Jiangsu Shentong Valve Co., Ltd.
Management system for providing external financial assistance
(as formulated by the third meeting of the sixth board of directors)
Chapter I General Provisions
The first purpose
In order to regulate the behavior of Jiangsu Shentong Valve Co., Ltd. (hereinafter referred to as the "Company") to provide financial assistance to the outside world, rationally use its own funds, and prevent tax risks, in accordance with the "Shenzhen Stock Exchange Stock Listing Rules", "Shenzhen Stock Exchange Listed Companies Self-Regulatory Guidelines No. 1-Main Board Listed Companies Standardized Operation", "Listed Companies Supervision Guidelines No. 2-Regulatory Requirements for the Management and Use of Funds Raised by Listed Companies" and other laws and regulations related to the provision of financial assistance, this system is specially formulated.
Article 2 Definitions
The term "external financial assistance" as mentioned in this system refers to the provision of funds, entrusted loans, etc. by listed companies and their holding subsidiaries, with or without compensation. Except in the following cases:
(I) companies to provide external loans, loans and other financing business as its main business;
The object of (II) funding is a holding subsidiary within the scope of the consolidated statement of the listed company and the shareholding ratio exceeds 50%, and the other shareholders of the holding subsidiary do not include the controlling shareholder, actual controller and related persons of the listed company;
(III) other circumstances as determined by the CSRC or the Shenzhen Stock Exchange.
Article 3 Scope of application
This system is applicable to Jiangsu Shentong Valve Co., Ltd. and its subsidiaries.
Article 4 Division of responsibilities
(I) Board of Directors/General Meeting of Shareholders
The Board of Directors/General Meeting of Shareholders of the Company is the overall decision-making body for the provision of external financial assistance and authorizes specific departments to exercise the authority to manage the provision of external financial assistance.
(II) Finance Department
The Finance Department of the Company is the specific executive department for providing external financial assistance and handles the relevant procedures for providing external financial assistance under the authorization of the Board of Directors/General Meeting of Shareholders.
(III) Audit Department
The company's audit department is responsible for inspecting and supervising the compliance of the company's external financial assistance.
(IV) Board Office
The Office of the Board of Directors is responsible for the disclosure of information on financial assistance matters in accordance with relevant laws, regulations or regulatory requirements.
Article 5 Incompatible Posts
Incompatible positions for external financial assistance include at least:
(I) the application and approval, approval and implementation of external financial assistance;
Implementation and supervision of financial assistance provided by the (II).
Chapter II Funding Scope and Approval Decision
Article 6 Funding Scope and Requirements
The company shall not provide financial assistance such as funds for affiliated legal persons (or other organizations) and affiliated natural persons as stipulated in the Shenzhen Stock Exchange Stock Listing Rules, but to affiliated shareholding companies (excluding entities controlled by the company's controlling shareholder and actual controller) Except for the case where other shareholders of the shareholding company provide financial assistance under the same conditions in proportion to their capital contribution.
Except for the circumstances specified in the preceding paragraph, if a company provides financial assistance to a holding subsidiary or a shareholding company, the other shareholders of the company shall, in principle, provide financial assistance with the same conditions in proportion to their capital contributions. If other shareholders fail to provide financial assistance to the company on the same terms or in proportion to their capital contributions, they shall state the reasons and the reasons why the interests of the company have not been harmed, and whether the company has requested the above-mentioned other shareholders to provide corresponding guarantees.
When the company provides financial assistance to objects other than the holding subsidiary, it shall promise in the announcement that within 12 months after the external financial assistance is provided, it will not use idle raised funds to temporarily supplement working capital, change the investment direction of raised funds to permanent supplementary working capital, and permanently use the over raised funds to supplement working capital or repay bank loans.
Article 7 Authority for Examination and Approval
The financial assistance provided by the company to the outside world must be approved by the board of directors. When the board of directors of the company deliberates on the provision of financial assistance to the outside world, it shall be approved by more than half of all directors, and a resolution shall be made with the consent of more than 2/3 of the directors attending the board meeting.
When the Board of Directors of the Company considers financial assistance matters, the independent directors and sponsors or independent financial advisers (if any) of the Company shall express their opinions on the legal compliance, fairness and risks of financial assistance matters.
If the company provides financial assistance to the outside world under any of the following circumstances, it shall also be submitted to the general meeting of shareholders for deliberation after the board of directors has approved it:
The amount of (I) single financial assistance or the cumulative amount of external financial assistance provided for 12 consecutive months exceeds 10% of the company's latest audited net assets;
(II) the latest asset-liability ratio of the funded object exceeds 70%;
(III) to provide financial assistance to affiliated participating companies (excluding entities controlled by the controlling shareholders and actual controllers of listed companies);
(IV) other circumstances as prescribed by the Shenzhen Stock Exchange and the Articles of Association of the Company.
Where the Company provides financial assistance to the subject of item (III) of this Article, it shall, in addition to being approved by more than half of all non-affiliated directors, be approved by more than 2/3 of the non-affiliated directors present at the meeting of the board of directors and submitted to the general meeting of shareholders for consideration.
If the company provides financial assistance to a holding subsidiary within the scope of the company's consolidated statements and holding more than 50% of the shares, and the other shareholders of the holding subsidiary do not include the controlling shareholders, actual controllers and their associates of the listed company, the provisions of the first two paragraphs may be exempted.
Chapter III Operating Procedures for Financial Assistance
Article 8 Risk Assessment
Before providing financial assistance to the outside world, the financial department of the company shall obtain the official written application report and relevant materials of the funded object, and conduct risk investigation on the asset quality, operation situation, industry prospect, solvency, credit status and other aspects of the funded object, so as to form a risk assessment investigation report.
Article 9 Examination and approval of external financial assistance
It is initially reviewed by the company's finance department, followed by a risk assessment investigation report and other materials, and after approval by the chief financial officer, audit department, deputy general manager in charge, and president, it shall be submitted to the board of directors or the general meeting of shareholders for review and approval in accordance with the relevant provisions of Article 7 of this system.
Article 10 Signing of Agreement
After the financial assistance provided to the outside world is reviewed and approved, the handling personnel shall sign an agreement with the funded object and other relevant parties in accordance with the relevant requirements of contract management, clarifying the conditions to be observed by the funded object, the amount of financial assistance, the time limit, and the liability for breach of contract.
Article 11 Implementation of financial assistance
The Finance Department shall handle the procedures for providing external financial assistance according to the agreement and relevant requirements of fund management, and do follow-up, supervision and other related work.
The Company shall not provide additional financial assistance to the same object until the overdue financial assistance is recovered.
Chapter IV Information Disclosure
Article 12 Information Disclosure
When providing financial assistance to the outside world, the company shall strictly perform its information disclosure obligations in accordance with the relevant provisions of laws and regulations such as the Measures for the Administration of Information Disclosure of Listed Companies.
The company shall fully disclose the risk prevention measures taken, including whether the funded object or other third parties provide guarantees for financial support matters. Where a third party provides a guarantee for financial assistance, the basic information of the third party and its ability to guarantee performance shall be disclosed.
For the disclosed financial assistance matters, the company shall also disclose the relevant situation and the remedial measures to be taken in a timely manner when one of the following circumstances occurs, and fully explain the judgment of the board of directors on the solvency of the funded object and the risk of recovery of the financial assistance:
(I) the funded object fails to repay the loan in a timely manner after the expiration of the agreed funding period;
(II) financial difficulties, insolvency, cash flow difficulties, bankruptcy and other circumstances that seriously affect the repayment ability of the funded object or the third party that provides guarantee for the financial support matters;
(III) other circumstances as determined by the Shenzhen Stock Exchange.
Chapter V Supplementary Provisions
Article 13 If a company has any of the following circumstances, it shall refer to the provisions of this system:
The (I) provides external support in the form of physical assets, intangible assets, etc. outside the scope of its main business;
(II) to bear expenses for others;
The fees for (III) to provide the right to use assets free of charge or to collect the right to use assets are obviously lower than the general level of the industry;
The proportion of (IV) advance payment is significantly higher than the general level of the same industry;
(V) other acts that constitute substantial financial assistance as determined by the Shenzhen Stock Exchange.
Article 14 The term "above" in this system includes the number, and "exceeding" does not include the number.
Article 15 Matters not covered in this system shall be implemented in accordance with relevant national laws, regulations, regulatory documents and relevant provisions of the company's articles of association. If this system is inconsistent with the relevant laws, regulations, normative documents and the relevant provisions of the company's articles of association, the relevant laws, regulations, normative documents and the company's articles of association shall prevail.
Article 16 The Board of Directors of the Company shall be responsible for the interpretation and revision of this system.
Article 17 This system shall be formally implemented from the date of adoption by the general meeting of shareholders of the Company.
Board of Directors of Jiangsu Shentong Valve Co., Ltd.
October 26, 2022
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