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Jiangsu Shentong Valve Co., Ltd. Entrusted financial management system
Release time:
2022-10-26
Jiangsu Shentong Valve Co., Ltd.
entrusted financial management system
(formulated by the third meeting of the sixth board of directors)
Chapter I General Provisions
The first purpose
In order to standardize the management of entrusted financial management business of Jiangsu Shentong Valve Co., Ltd. (hereinafter referred to as "the Company"), improve the efficiency of capital operation, and effectively control and prevent the investment risk of entrusted financial management, in accordance with the "Shenzhen Stock Exchange Listed Companies Self-Regulatory Guidelines No. 1-Standardized Operation of Listed Companies on the Main Board", "Listed Companies Regulatory Guidelines No. 2-Regulatory Requirements for the Management and Use of Funds Raised by Listed Companies", "Shenzhen Stock Exchange Listed Companies The relevant requirements of laws and regulations related to entrusted financial management in Regulatory Guidelines No. 7-Transactions and Related Transactions, etc., are formulated.
Article 2 Definitions
The term "entrusted financial management" as mentioned in this system refers to the act of a listed company entrusting banks, trusts, securities, funds, futures, insurance asset management institutions, financial asset investment companies, private equity fund managers and other professional financial institutions to invest and manage its property or purchase relevant entrusted financial management.
Article 3 Scope of application
This system applies 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 of the entrusted wealth management business, which exercises overall control over the investment direction, risk appetite and investment quota, and authorizes specific departments to exercise the management authority of the entrusted wealth management business.
(II) Finance Department
The Finance Department of the Company is the specific executive department of entrusted financial management, which conducts the operation of the specific business of entrusted financial management under the authorization of the Board of Directors/General Meeting of Shareholders.
(III) Audit Department
The Audit Department of the Company is the supervisory department of the entrusted wealth management business, which conducts pre-audit, in-process supervision and post-audit of the Company's entrusted wealth management business.
(IV) Board Office
The Office of the Board of Directors is responsible for the disclosure of information on entrusted financial management in accordance with relevant laws, regulations or regulatory requirements.
Article 5 Incompatible Posts
Incompatible positions in entrusted financial services include at least:
(I) the application and approval, approval and execution of entrusted financial services;
(II) the execution and supervision of entrusted wealth management business.
Chapter II Investment Scope and Approval Decision
Article 6 Sources of Funds
The funds used by the company to invest in entrusted financial management shall be the company's idle funds, including idle own funds and temporarily idle raised funds.
Article 7 Scope of Investment
When choosing entrusted financial products, the company should fully evaluate and demonstrate the risk level of the products, adhere to the investment income, risk level and the company's risk prevention and control ability to match, should choose low-risk, high liquidity, does not affect the company's regular operation of products.
If the temporarily idle raised funds are used for cash management, the term of the investment products shall not exceed twelve months, and must be safe and liquid, and shall not affect the normal operation of the raised funds investment plan.
Investment products shall not be pledged, product-specific settlement accounts (if applicable) shall not be deposited with non-raised funds or used for other purposes, and the listed company shall promptly announce the opening or cancellation of product-specific settlement accounts.
Article 8 Examination and Approval of Investment Quota
Each year, the Company shall make reasonable estimates of the scope, amount and duration of the entrusted wealth management in the next twelve months, and determine the investment amount after consideration and approval by the Board of Directors or the general meeting of shareholders, and the specific approval authority for the annual investment amount is as follows:
(I) the amount of entrusted financial management accounts for more than 10% of the company's latest audited net assets and the absolute amount exceeds 10 million yuan, it will take effect after being reviewed and approved by the board of directors, and information will be disclosed in a timely manner.
(II) the amount of entrusted financial management exceeds 50% of the company's latest audited net assets, and the absolute amount exceeds RMB 50 million, it shall be submitted to the general meeting of shareholders for deliberation and approval, and shall be implemented after timely performance of information disclosure obligations.
When the board of directors considers the entrusted financial management matters, the directors shall pay full attention to whether the approval power of entrusted financial management is granted to the directors or senior managers, whether the relevant risk control system and measures are sound and effective, and whether the trust party's integrity record, business status and financial status are good.
Article 9 Duration of the quota
If the Company uses its own funds to purchase wealth management products, the useful life of the relevant quota shall not exceed 12 months, and the transaction amount (including the relevant amount of reinvestment of the proceeds of the aforementioned investments) at any point in the period shall not exceed the entrusted wealth management quota.
Article 10 Examination and approval of the use of temporarily idle raised funds
The use of idle raised funds to invest in products shall be examined and approved by the board of directors of the listed company, and the independent directors, the board of supervisors, the sponsor or the independent financial adviser shall express their explicit consent. The listed company shall announce the following contents within two trading days after the board meeting:
(I) the basic information about the proceeds, including the timing of the proceeds, the amount of the proceeds, the net amount of the proceeds and the investment plan;
(II) the use of the raised funds and the reasons why the raised funds are idle;
(III) the amount and duration of idle fund-raising investment products, whether there are acts of changing the use of fund-raising in disguise and measures to ensure that the normal progress of fund-raising projects will not be affected;
The income distribution method of (IV) investment products, the scope of investment, the security analysis provided by the product issuer, and the risk control measures taken by the company to ensure the safety of funds;
(V) opinions issued by independent directors, supervisory boards, sponsors or independent financial advisers.
The company shall, in the event of a major risk situation such as the deterioration of the financial situation of the product issuer and the loss of the invested products, disclose the risk warning announcement in a timely manner and explain the risk control measures taken by the company to ensure the safety of funds.
Chapter III Transaction Management
Article 11 Selection of the trustee.
When a company purchases entrusted wealth management, it shall choose a qualified professional wealth management institution with good credit status and financial condition, no bad integrity record and strong profitability as the trustee.
Article 12 Investment Recommendations
Before the company invests in the purchase of entrusted wealth management, it must obtain a full set of product information such as product manuals, risk disclosure statements, subscription agreements, etc., and carry out product risk, income, and liquidity assessments on this basis, and pay special attention to the safety and reliability of the underlying assets of wealth management products If necessary, reliable asset safety commitments or other guarantees should be obtained to form investment recommendations.
Article 13 The examination and approval of the purchase of entrusted financial products.
The finance department of the company is responsible for the selection of investment targets. For products with purchase intention, the finance department shall submit an application and purchase them after approval by the chief financial officer, vice president in charge and president.
Financial products with flexible redemptions and frequent trading operations can be authorized for approval by the CFO.
Article 14 Signing of Contract
After the entrusted financial management matters have been reviewed and approved, the handling personnel shall sign a contract in accordance with the relevant requirements of contract management, and clarify the amount, duration, investment types, rights and obligations of both parties and legal responsibilities of the entrusted financial management through online banking. An electronic contract shall also be signed. And keep relevant documents.
Article 15 Entrusted financial purchases
The cashier of the Finance Department handles the purchase of financial products and the payment of funds in accordance with the examination and approval procedures for the purchase of financial products and the requirements related to fund management.
Article 16 Accounting
After the purchase of entrusted financial products, the relevant contracts and documents should be submitted to the accounting department of the Finance Department in a timely manner, in accordance with the requirements of the Enterprise Accounting Standards for timely accounting processing.
Chapter IV Risk Monitoring and Information Disclosure
Article 17 Supervision and Inspection
The audit department of the company shall regularly review the approval, actual operation, use of funds and profit and loss of the entrusted financial management business, urge the finance department to carry out accounting treatment in a timely manner, and verify the accounting treatment.
The company's audit department tracks the progress of the entrusted wealth management business and the investment security status, and should require it to report in time when abnormal situations occur, so that the board of directors can immediately take effective measures to recover funds and avoid or reduce company losses.
Article 18 Information Disclosure
When the company conducts entrusted wealth management business, it shall strictly perform its information disclosure obligations in accordance with the relevant provisions of the "Administrative Measures for Information Disclosure of Listed Companies" and other laws and regulations.
The company shall not evade the deliberation procedures and information disclosure obligations that should be fulfilled in the purchase of assets or foreign investment in the name of entrusted financial management and other investments, or provide financial assistance to others in disguise. Where the Company may exercise control or significant influence over the investment of funds in financial products, it shall fully disclose the details of the final investment of funds, the counterparties involved or the underlying assets, and fully disclose the investment risks and the Company's countermeasures.
In the event of any of the following circumstances, the Company shall promptly disclose the relevant progress and the countermeasures to be taken:
(I) entrusted financial collection failure, failure to complete the record registration, early termination, expiration can not be recovered;
Changes in the main terms of the (II) entrusted financial agreement or the relevant guarantee contract;
Significant risk events (III) to the operation or financial condition of the trustee or the fund user;
(IV) other circumstances that may harm the interests of the listed company or have a significant impact.
Chapter V Supplementary Provisions
Article 19 The term "above" in this system includes the number, and "exceeding" does not include the number.
Article 20 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 21 The Board of Directors of the Company shall be responsible for the interpretation and revision of this system.
Article 22 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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