Hangzhou Century Co.Ltd(300078)
Financial aid management system
Chapter I General Provisions
Article 1 in order to regulate the financial support of Hangzhou Century Co.Ltd(300078) (hereinafter referred to as “the company”) in accordance with the law, prevent financial risks and ensure the stable operation of the company, in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of information disclosure of listed companies and the Listing Rules of GEM stocks of Shenzhen Stock Exchange This system is formulated in combination with the actual situation of the company, including relevant laws, regulations, normative documents and the articles of association, such as the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM.
Article 2 the term “providing external financial assistance” (hereinafter referred to as “providing financial assistance”) as mentioned in this system refers to the behavior of the company and its holding subsidiaries providing external funds and entrusted loans with compensation or free of charge. The objects of assistance are within the scope of the company’s consolidated statements and the shareholding ratio exceeds 50%, and the other shareholders of the holding subsidiary do not include the company’s controlling shareholders Except for the holding subsidiaries of the actual controller and its related parties.
The financial assistance provided by the company to the holding subsidiary formed by joint investment with related parties shall be implemented with reference to the provisions of this system.
Article 3 the company shall fully protect the legitimate rights and interests of shareholders, and the external financial assistance shall follow the principles of equality, voluntariness and fairness.
Article 4 in case of any of the following circumstances, the company shall refer to the provisions of this system:
(I) providing external financial assistance in the form of physical assets and intangible assets outside the main business scope;
(II) bear expenses for others;
(III) the fees for providing or collecting the right to use assets free of charge are significantly lower than the general level of the industry;
(IV) the proportion of advance payment is significantly higher than the general level of the same industry;
(V) other acts that constitute substantial financial assistance recognized by Shenzhen Stock Exchange.
Article 5 the company shall follow the following rules when providing financial assistance to foreign countries:
(I) the company shall not provide funds and other financial assistance to the affiliated natural persons and affiliated legal persons specified in the GEM Listing Rules. If other shareholders of the company’s affiliated joint-stock company (excluding the controlling shareholder, actual controller and the subject controlled by its affiliated parties) provide financial assistance with the same conditions according to the proportion of capital contribution, the company may provide financial assistance to the affiliated joint-stock company, which shall be deliberated and approved by more than half of all non affiliated directors, It shall also be deliberated and approved by more than two-thirds of the non affiliated directors attending the meeting of the board of directors and submitted to the general meeting of shareholders for deliberation.
(II) if the company provides financial assistance such as capital for holding subsidiaries and joint-stock companies with a shareholding ratio of no more than 50%, the other shareholders of the holding subsidiaries and joint-stock companies shall, in principle, provide financial assistance with the same conditions according to the proportion of capital contribution. If other shareholders fail to provide financial assistance to the company’s holding subsidiaries or joint-stock companies with the same conditions or proportion of capital contribution, they shall explain the reasons and the reasons why the interests of the company have not been damaged, and whether the company has required the above shareholders to provide corresponding guarantees.
(III) if the company provides financial assistance such as funds for its holding subsidiaries and joint-stock companies, and one or more of the other shareholders of the holding subsidiaries and joint-stock companies are the controlling shareholders, actual controllers and their affiliates of the company, the related shareholders shall provide financial assistance with the same conditions according to the proportion of capital contribution. If the related shareholder fails to provide financial assistance to the company’s holding subsidiary or joint-stock company with the same conditions or proportion of capital contribution, the company shall submit the above external financial assistance to the general meeting of shareholders for deliberation, and the shareholders associated with the matter shall withdraw from voting.
(IV) when providing financial assistance to foreign parties, the company shall sign an agreement with the object of financial assistance and other relevant parties, specifying the conditions that the object of financial assistance shall abide by, the amount, duration, liability for breach of contract and other contents.
Article 6 the company shall not continue to provide financial assistance or provide additional financial assistance to the same object if the amount of financial assistance provided by the company is not recovered within the time limit.
Chapter II approval authority and procedures of financial assistance
Article 7 the company’s external financial assistance must be reviewed by the board of directors. When the board of directors of the company reviews the provision of financial assistance to the outside world, it shall obtain the consent of more than two-thirds of the directors present at the board of directors and make a resolution, and the related directors must withdraw from voting; When the number of votes is less than three, it shall be directly submitted to the general meeting of shareholders for deliberation.
Article 8 if the company’s external financial assistance falls into one of the following circumstances, it shall also be submitted to the general meeting of shareholders for deliberation after being deliberated and approved by the board of directors:
(II) the amount of single financial assistance or the accumulated amount of financial assistance provided within 12 consecutive months exceeds 10% of the company’s latest audited net assets;
(III) other circumstances stipulated by Shenzhen Stock Exchange or the articles of association.
Article 9 when the board of Directors considers the provision of financial assistance, the directors shall actively understand the basic information of the funded party, such as operation and financial status, credit status, tax payment, etc. When the board of Directors considers the provision of financial assistance, the directors shall make a prudent judgment on the compliance and rationality of the provision of financial assistance, the repayment ability of the funded party and the effectiveness of guarantee measures.
Article 10 when the board of directors of the company reviews the external financial assistance, the independent directors and the recommendation institution (if any) of the company shall express independent opinions on the legality and compliance of the matter, the impact on the company and the existing risks. Article 11 Where the company uses the over raised funds to repay bank loans or permanently supplement working capital, the company shall not provide financial assistance to objects other than holding subsidiaries within 12 months after supplementing working capital. The company shall make a clear commitment in the announcement.
Chapter III information disclosure of external financial assistance
Article 12 the disclosure of financial assistance provided by the company to the outside world shall be announced after being deliberated and approved by the board of directors:
(I) overview of financial assistance matters, including the main contents of the financial assistance agreement, the purpose of funds and the approval procedures for financial assistance matters;
(II) the basic information of the funded object, including but not limited to the time of establishment, registered capital, controlling shareholder, actual controller, legal representative, main business, main financial indicators (at least including the audited total assets, total liabilities, owner’s equity, operating income, net profit, etc.) and credit status of the most recent year; Whether there is a related relationship with the company, and if so, the specific related situation shall be disclosed; The financial assistance provided by the company to the object in the previous fiscal year;
(III) risk prevention measures taken, including but not limited to whether the funded object or other third parties provide guarantee for financial assistance. If a third party provides guarantee for financial assistance, it shall disclose the basic information of the third party and its guarantee performance ability;
(IV) where financial assistance is provided to a holding subsidiary or joint-stock company formed by joint investment with related parties, the basic information of other shareholders of the funded object, the relationship with the company and the financial assistance provided according to the proportion of capital contribution shall be disclosed; If other shareholders fail to provide financial assistance to the holding subsidiary or participating subsidiary according to the same conditions and proportion of capital contribution, they shall explain the reasons and the reasons why the interests of the company have not been damaged;
(V) opinions of the board of directors, mainly including the reasons for providing financial assistance, and disclosing the interests, risks and fairness of the financial assistance on the basis of a comprehensive assessment of the asset quality, operation, industry prospect, solvency, credit status, third-party guarantee and performance ability of the funded object, And the judgment of the board of directors on the debt repayment ability of the funded object;
(VI) opinions of independent directors, mainly expressing independent opinions on the necessity, legality, compliance, fairness and existing risks of financial assistance;
(VII) opinions of the recommendation institution or independent financial consultant, mainly expressing opinions on the legality, compliance, fairness and existing risks of financial assistance matters (if applicable);
(VIII) the accumulated amount of financial assistance provided by the company and the amount overdue;
(IX) other contents required by Shenzhen Stock Exchange.
Article 13 for the disclosed financial assistance, the company shall also timely disclose the relevant information, the remedial measures taken and the measures to be taken in one of the following circumstances, and fully explain the judgment of the board of directors on the solvency of the funded object and the recovery risk of the financial assistance:
(I) the funded object fails to repay in time after the agreed funding period expires;
(II) financial difficulties, insolvency, cash flow difficulties, bankruptcy and other situations that seriously affect the repayment ability of the funded object or the third party providing guarantee for financial assistance;
(III) other circumstances recognized by Shenzhen Stock Exchange.
Chapter IV responsibilities and division of labor of financial assistance
Article 14 before the company provides financial assistance, the financial department of the company shall be responsible for the risk investigation of the object of financial assistance in terms of asset quality, operation, industry prospect, solvency and credit status. Article 15 the Secretary of the board of directors of the company shall be responsible for the information disclosure after the external financial assistance is approved by the competent authority of the company, and the financial department and other relevant departments of the company shall assist in the performance of the obligation of information disclosure. The sponsor department of the company’s external financial assistance is the finance department.
Article 16 the financial department of the company shall go through the procedures of providing financial assistance to the outside world after being deliberated and approved by the board of directors or the general meeting of shareholders.
Article 17 the financial department shall be responsible for the tracking, supervision and other related work of the financial aid object in the future. If the financial aid object fails to pay off in time after the expiration of the agreed aid period, or has financial difficulties, insolvency, bankruptcy and other situations that seriously affect the solvency, the financial department of the company shall formulate remedial measures in time, And report relevant information to the board of directors and other deliberative bodies of the company.
Article 18 the internal audit department of the company is responsible for supervising and inspecting the compliance of financial assistance matters.
Chapter V penalties
Article 19 in case of providing external financial assistance in violation of the above provisions, causing losses or adverse effects to the company, the relevant personnel shall be investigated for economic responsibility; If the circumstances are serious enough to constitute a crime, they will be handed over to the judicial organ for handling in accordance with the provisions of relevant laws.
Chapter VI supplementary provisions
Article 20 the term “above” in this system includes the number itself; “Over” does not include this number.
Article 21 matters not covered in this system shall be implemented in accordance with relevant national laws, regulations, normative documents and the relevant provisions of the articles of association. If the system is inconsistent with relevant laws, regulations, normative documents and the articles of association, the provisions of relevant laws, regulations, normative documents and the articles of association shall prevail.
Article 22 the board of directors of the company is responsible for the interpretation of this system.
Article 23 the system is formulated by the board of directors and shall be implemented from the date of deliberation and approval by the general meeting of shareholders, and the same shall apply to modification.
Hangzhou Century Co.Ltd(300078) January 2002
