Measures for the administration of debt financing
Chapter I General Provisions
Article 1 in order to improve the use efficiency of Xi’An Shaangu Power Co.Ltd(601369) (hereinafter referred to as “the company”), standardize the company’s financing management, standardize, institutionalize and scientific the company’s financing behavior, maintain the company’s good asset liability structure and prevent capital risks, according to the general principles of loans and the articles of association of Xi’An Shaangu Power Co.Ltd(601369) (hereinafter referred to as “the articles of association of the company”) ）These measures are formulated in combination with the actual situation of the company.
Article 2 the term “financing” as mentioned in these Measures refers to debt financing, including direct market debt financing and indirect market debt financing
Debt financing:
Direct market debt financing mainly refers to the issuance of bonds, including corporate bonds, corporate bonds, non-financial corporate debt financing instruments, asset-backed securities, etc.
Indirect market debt financing mainly includes bank financing and non bank financial institution financing. Bank financing includes working capital loans, trade financing, M & A loans, project loans, etc; The financing of non bank financial institutions includes financial leasing, trust loans, debt investment plans of insurance companies, etc.
Article 3 financing activities shall comply with the company’s strategic planning and business plan, and the financing business shall follow
The following basic principles:
(i) Principle of legality: the company’s financing activities must comply with relevant national laws, regulations and rules to ensure the legality and compliance of financing business.
（2） Security principle: weigh the possible impact of capital structure on the company’s stability, refinancing or capital operation.
（3） Principle of efficiency: the company shall reasonably adopt financing methods to improve the efficiency of financing funds. (IV) matching principle: the financing activities of the company shall meet the needs of the company’s operating funds, make overall arrangements and make reasonable planning.
Chapter II financing scale management
Article 4 after obtaining the loan, in principle, the asset liability ratio of the company shall not exceed 67%.
Article 5 for medium and long-term project loans, in principle, the total amount of loans shall not exceed 70% of the total project investment.
Article 6 the scale of various types of debt financing products shall not exceed the financing scale specified by the people’s Bank of China, the China Banking and Insurance Regulatory Commission, Bank Of China Limited(601988) inter market dealers association, the national development and Reform Commission, the China Securities Regulatory Commission and other approved institutions.
Chapter III approval authority of financing business
Article 7 the conditions approved by the company’s office meeting are as follows:
(1) Xi’An Shaangu Power Co.Ltd(601369) financing matters with a single amount of no more than 300 million yuan (including 300 million yuan) shall be approved by the office meeting authorized by the board of directors of the company.
(2) Xi’An Shaangu Power Co.Ltd(601369) financing matters when the total amount of newly increased financing in recent 12 months does not exceed 5% (including 5%) of the company’s latest audited total assets (based on the parent company’s statements).
(3) Xi’An Shaangu Power Co.Ltd(601369) and subsidiaries at all levels in recent 12 months, the total amount of newly increased financing does not exceed 10% (including 10%) of the company’s latest audited total assets (based on the consolidated statements). Article 8 the circumstances approved by the board of directors of the company are as follows:
(1) Xi’An Shaangu Power Co.Ltd(601369) financing matters with a single amount of more than 300 million yuan (excluding 300 million yuan) and no more than 500 million yuan (including 500 million yuan).
(2) Xi’An Shaangu Power Co.Ltd(601369) financing matters when the total amount of newly increased financing in recent 12 months exceeds 5% (excluding 5%) of the company’s latest audited total assets (based on the parent company’s statements) and does not exceed 15% (including 15%).
(3) Xi’An Shaangu Power Co.Ltd(601369) and subsidiaries at all levels in recent 12 months, when the total amount of newly increased financing exceeds 10% (excluding 10%) of the company’s latest audited total assets (based on the consolidated statements) and does not exceed 30% (including 30%).
Article 9 the conditions approved by the general meeting of shareholders of the company are as follows:
(1) Xi’An Shaangu Power Co.Ltd(601369) financing matters with a single amount of more than 500 million yuan (excluding 500 million yuan).
(2) Xi’An Shaangu Power Co.Ltd(601369) financing matters when the total amount of newly increased financing in recent 12 months exceeds 15% (excluding 15%) of the company’s latest audited total assets (based on the parent company’s statements).
(3) Xi’An Shaangu Power Co.Ltd(601369) and subsidiaries at all levels in recent 12 months when the total amount of newly increased financing exceeds 30% (excluding 30%) of the company’s latest audited total assets (based on the consolidated statements).
Article 10 the financing of each subsidiary shall be submitted to the office meeting of the subsidiary and the Party committee (if any) for deliberation. After the approval of the office meeting of the company and the consent of the superior party committee, the financing shall be deliberated by the board of directors (if necessary) or the general meeting of shareholders (if necessary). After the deliberation, the internal procedures agreed in the articles of association or system of each subsidiary shall be performed.
Article 11 the company’s direct market debt financing shall be implemented after being deliberated and approved by the company’s office meeting, the consent of the superior party committee, the deliberation and approval of the company’s board of directors, the general meeting of shareholders and the superior competent department, and the approval of the competent approval authority.
Chapter IV procedures for financing business
Article 12 the procedures for handling financing business are as follows:
(i) The fund center forms a borrowing plan according to the quota and term requirements of the asset using department. The focus is to evaluate and analyze the financing feasibility, future company repayment (liquidity) and other related risks in combination with the company’s capital situation, and formulate corresponding countermeasures for the identified risks.
（2） The audit and supervision office shall reassess the risk of the loan scheme, procedures, risk analysis and response measures formed by the fund center, and issue a risk reassessment report or opinion.
（3） The fund center shall submit the loan scheme and the risk reassessment report or opinion of the audit and supervision office for deliberation according to the approval authority and procedures, and implement it after approval.
Chapter V daily management of financing business
Article 13 the fund center shall be responsible for the management and supervision after the financing is received.
(i) Before the capital center signs the financing contract, each capital using department reports the capital payment plan to the capital center. After the funds are received, the fund center is responsible for using the financing funds according to the financing purpose.
（2） The capital center shall accrue loan interest quarterly during the duration of the loan in accordance with the accrual basis. (3) the capital center is responsible for providing the bank with relevant information on post loan management.
Article 14 the fund center is responsible for the repayment arrangement.
(i) The fund center shall make fund arrangement 10 working days before the financing maturity.
（2） The repayment fund shall be in place 1 working day before the financing maturity.
（3） The return of financing funds shall be confirmed on the due date.
（4） If each department needs to repay in advance according to the implementation of the project, it shall submit a repayment application at least 10 working days before the repayment, which shall be implemented after being approved by the chief financial officer and the general manager.
Chapter VI supplementary provisions
Article 15 these measures are applicable to Xi’An Shaangu Power Co.Ltd(601369) , wholly-owned subsidiaries and holding subsidiaries.
Article 16 matters not covered in these Measures shall be implemented in accordance with relevant national laws, regulations, normative documents and the articles of association.
Article 17 these Measures shall come into force as of the date of deliberation and approval by the general meeting of shareholders of the company, and the original Xi’An Shaangu Power Co.Ltd(601369) measures for the administration of bank loans Xi’An Shaangu Power Co.Ltd(601369) No. [2015] 75 shall be repealed at the same time.
Article 18 the board of directors of the company shall be responsible for the interpretation of these measures.
