Measures for the administration of financing
Chapter I General Provisions
Article 1 These measures are formulated in accordance with the company law of the people’s Republic of China, the civil code of the people’s Republic of China, the articles of association of the people’s Republic of China (hereinafter referred to as the “company charter”) and other laws, regulations and systems in order to standardize the financing management of Avic Jonhon Optronic Technology Co.Ltd(002179) (hereinafter referred to as the “company”), prevent financing risks and reduce financing costs.
Article 2 the term “financing” as mentioned in these Measures refers to the activities of the headquarters of the company and its subsidiaries at all levels to raise funds through loans from banks and other financial institutions or the issuance of stocks and bonds in order to meet the needs of production, operation and development.
Article 3 the company’s financing activities shall comply with national laws and regulations, follow the principle of reasonable balance, reducing costs and appropriate liabilities to prevent risks, adhere to the overall economic benefits, take needs, timeliness and economy as the guiding ideology, control the financing scale and optimize the debt structure.
Article 4 the main business activities related to bank loans shall be handled by the financial department of the company; The main business activities related to the issuance of shares and bonds of the company shall be handled by the shareholders, the securities affairs department and the financial department within their respective scope of responsibility.
Article 5 the authorizer, executor and accounting recorder of the financing business shall be separated from each other.
Article 6 the shareholders, the securities affairs department and the financial department shall designate special personnel to be responsible for keeping the documents, contracts, agreements, contracts and other relevant materials related to the financing activities.
Chapter II Management of raising funds by issuing shares
Article 7 the company’s stock issuance (including public and non-public issuance) shall be drafted by the shareholders and the securities affairs department, which shall be responsible for the stock issuance after being deliberated and approved by the board of directors and the general meeting of shareholders and obtaining the approval documents of relevant regulatory authorities.
Article 8 the shareholders and the securities affairs department shall organize the relevant departments of the company to cooperate with the securities companies, law firms, accounting firms and other intermediaries to carry out the work related to the issuance of stock declaration documents. The preparation and application procedures of application documents shall be carried out in accordance with the requirements of relevant laws and regulations.
Chapter III Management of debt financing
Article 9 debt financing includes issuing bonds and borrowing from banks and other financial institutions.
Article 10 for the issuance of bonds by the company, the shareholders, the securities affairs department and the financial department shall jointly put forward a plan. After the board of directors and the general meeting of shareholders have considered and approved the plan and obtained the approval documents from the relevant regulatory authorities, the shareholders and the securities affairs department shall organize the relevant departments of the company to cooperate with the intermediary institutions to carry out the issuance of bonds in accordance with the requirements of relevant laws and regulations.
Article 11 when borrowing from banks and other financial institutions, the company shall comply with the relevant provisions of the state, and take the maintenance of the company’s reputation as the primary principle, timely handle the declaration of loan repayment and renewal when due, so as to avoid the occurrence of default interest, default interest and delay in loan repayment. Article 12 on the basis of strengthening capital constraints, the company shall formulate annual asset liability ratio control objectives, liability structure of the current year, loan amount and other financing plans according to the expected business conditions, and submit them to the board of directors for deliberation and decision-making.
Article 13 within the scope of annual financing budget, the headquarters of the company and its subsidiaries at all levels shall handle loan business according to the use of funds.
Article 14 If the company’s financing activities exceed the annual financing budget, relevant decision-making procedures shall be performed. Matters newly added outside the debt financing budget of this year and not meeting the deliberation standards of the board of directors shall be subject to the internal decision of the company; Matters newly added outside the debt financing budget of this year and meeting the deliberation standards of the board of directors shall be approved and decided by the board of directors.
Article 15 the handling procedures of the company’s loans from banks and other financial institutions (including long-term and short-term loans, bill financing with recourse, etc.):
(i) The financial department shall apply according to the company’s operating conditions and capital needs;
（2） Approval of chief accountant or financial director;
（3） Perform relevant approval procedures in accordance with the provisions of the system;
（4） The financial department is responsible for signing contracts and supervising the availability and use of funds.
Article 16 the company’s headquarters and its subsidiaries at all levels shall borrow from related parties in accordance with the provisions of the company’s related party transaction system.
Chapter IV Supervision over financing
Article 17 the company shall use the raised funds according to the purposes specified in the financing plan, and it is strictly prohibited to change the purpose of the funds without authorization.
(i) Project funds: if the use of funds really needs to be changed due to special circumstances such as changes in the market environment, the use of funds can be changed only after obtaining the consent of the approval authority of the financing plan in advance.
（2） Working capital: in combination with the company’s capital structure, maintain the rationality of the company’s cash flow and ensure the timely and full repayment of due principal and interest.
Article 18 the financial department shall assume the accounting responsibility of accounting and supervision, set up the accounting subjects for accounting the financing business in accordance with the provisions of the relevant accounting systems, calculate and supervise the financing business.
Article 19 the financial department shall, through relevant vouchers and account books, keep abreast of the borrowing time, currency, amount and other contents of the raised funds at any time, calculate the interest or dividend in time, repay the principal and interest of the loan or bond on time, and distribute the dividend in time according to the resolution of the general meeting of shareholders.
Article 20 in case of overdue repayment of loans or bonds, the financial department shall timely report the reasons for the failure to repay on schedule, timely negotiate with creditors, report relevant information and apply for extension.
Article 21 the Audit Department of the company shall conduct internal audit and supervision on the financing business of the company in accordance with the requirements of the board of supervisors (or supervisors) and the audit and risk control committee of the board of directors. Article 22 the board of supervisors (or supervisor) in the process of supervision and inspection, if it is found that the internal control of financing activities is weak, it shall require relevant departments to strengthen and improve response measures. Article 23 the financing matters of the company shall be included in the control scope of the company’s risk matters, and a debt risk control plan shall be formulated.
Chapter V supplementary provisions
Article 24 the financing activities of the company in accordance with these Measures shall be disclosed in accordance with the measures for the administration of information disclosure of listed companies and the company’s information disclosure management system.
Article 25 matters not covered in this system shall be implemented in accordance with relevant laws, regulations, normative documents and the articles of association.
Article 26 the board of directors of the company shall be responsible for the interpretation of this system.
Article 27 the system shall come into force as of the date of adoption by the general meeting of shareholders, and the original measures for the administration of Avic Jonhon Optronic Technology Co.Ltd(002179) fund raising shall be abolished automatically.
