Zhejiang Windey Co.Ltd(300772)
Entrusted financial management system
Chapter I General Provisions
Article 1 in order to regulate the entrusted financial management of Zhejiang Windey Co.Ltd(300772) (hereinafter referred to as “the company”), ensure the safety of the company’s funds and property, effectively control investment risks, improve investment returns and safeguard the legitimate rights and interests of shareholders and the company, in accordance with the company law, the securities law and the Shenzhen Stock Exchange GEM Listing Rules This system is formulated in combination with the actual situation of the company, including the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange, the basic norms of enterprise internal control issued by the Ministry of finance, the articles of association and the supervision of state-owned assets.
Article 2 “entrusted financial management” as mentioned in this system refers to the company’s entrusting banks, trust, securities, funds, futures, insurance asset management institutions, financial asset investment companies Private fund managers and other professional financial institutions invest and manage their property or purchase relevant financial products. The management system of Zhejiang Windey Co.Ltd(300772) raised funds is applicable to the cash management of the company with idle raised funds and over raised funds (if any), but this system is not applicable.
Article 3 this system is applicable to the company, wholly-owned subsidiaries and holding subsidiaries.
Article 4 the principles of entrusted financial management of the company are as follows:
(I) the funds entrusted for financial management are the company’s idle own funds, and their use will not affect the company’s normal production and operation activities and investment needs. The project period of financial products shall match the company’s fund use plan.
(II) for entrusted financial management, the company shall select a qualified professional financial management institution with good credit status and financial status, no bad credit record and strong profitability as the trustee, and sign a written contract with the trustee to clarify the amount, term, investment variety, rights, obligations and legal responsibilities of both parties.
(III) a financial product account must be established in the name of the company, and the account of others shall not be used to operate financial products.
Chapter II approval and management organization of entrusted financial management
Article 5 where the amount of entrusted financial management accounts for more than 10% of the company’s latest audited net assets and the absolute amount exceeds RMB 10 million, it shall be deliberated and approved by the board of directors before investment and fulfill the obligation of information disclosure in time. If the amount of entrusted financial management accounts for more than 50% of the company’s latest audited net assets and the absolute amount exceeds 50 million yuan, it shall also be submitted to the general meeting of shareholders for deliberation.
Article 6 the company can reasonably predict the scope, amount and period of entrusted financial management in the next 12 months, and the provisions of Article 5 shall apply to the amount of entrusted financial management. The service life of the relevant limit shall not exceed 12 months, and the transaction amount at any point in the period (including the relevant amount of reinvestment of the income of the above investment) shall not exceed the entrusted financial management limit.
If the company has entrusted financial management for 12 consecutive months, the maximum balance in that period shall be the transaction amount, and the provisions of Article 5 shall apply.
Article 7 for entrusted financial management between the company and related parties, the amount of entrusted financial management shall also be taken as the calculation standard, and the relevant provisions of Zhejiang Windey Co.Ltd(300772) related party transaction management system shall apply. Article 8 the Finance Department of the company is the management department and implementation Department of the entrusted financial management of the company, which is responsible for the preparation and implementation of the entrusted financial management plan, the handling and daily management of the entrusted financial products, the financial accounting of the entrusted financial products, and the archiving and management of the relevant materials of the entrusted financial products. The main functions include:
(I) pre investment demonstration: according to the company’s financial status, cash flow status, changes in capital price and interest rate and the resolutions of the board of directors or the general meeting of shareholders, carry out feasibility analysis on the capital source, investment scale and expected income of entrusted financial management, and carry out content audit and risk assessment on the trustee’s credit and investment varieties, Engage external professional institutions to provide investment consulting services when necessary.
(II) manage during the investment period, implement risk control measures, and timely report to the board of directors in case of abnormalities. (III) post investment management, track the due investment funds and income, and ensure that the funds arrive in full and on time. When the entrusted financial management is completed, obtain the corresponding investment certificate or other valid vouchers in time, keep accounts in time, and file the signed contracts and agreements as important business materials in time.
Article 9 the Finance Department of the company shall carry out daily accounting for the entrusted financial management business of the company in accordance with the relevant provisions of the accounting standards for business enterprises and correctly present it in the financial statements.
Article 10 the financial principal of the company shall review the entrusted financial management plan and the entrusted financial management product scheme; Within the financial management quota deliberated and approved by the board of directors or the general meeting of shareholders, and within the approved entrusted financial management scope and period, the general manager of the company is responsible for the approval of entrusted financial management planning and entrusted financial management product scheme; The board of directors or the general meeting of shareholders of the company shall exercise the corresponding examination and approval authority in accordance with the system and the articles of association, and timely perform the obligation of disclosure. Article 11 the financial department of the company shall arrange special personnel to be responsible for the procedures related to entrusted financial management. During the extension of financial products, the specific handler shall pay close attention to the major trends of relevant financial institutions at any time, and regularly contact the relevant person in charge of relevant financial institutions to understand the latest situation of the company’s financial products. In case of any abnormal situation, it shall be reported to the superior in time, so that the company can take effective measures to recover funds and avoid or reduce the loss of the company.
Chapter III Supervision and risk control
Article 12 relevant staff of the company and relevant personnel of financial institutions shall abide by the confidentiality system and shall not disclose the company’s financial management plan, transaction, settlement, capital status and other information related to the company’s financial management business without permission.
Article 13 the responsible person designated by the Finance Department of the company shall track the use progress and investment safety of the entrusted financial management funds. In case of any of the following circumstances, it shall be reported in time, so as to take effective measures to recover the funds immediately, avoid or reduce the losses of the company, and disclose the relevant progress in time:
(I) financial products fail to be raised, fail to complete filing and registration, terminate in advance, and cannot be recovered upon expiration; (II) change of main terms of financial product agreement or relevant guarantee contract;
(III) major risk events occur in the operation or financial status of the trustee or fund user;
(IV) other circumstances that may damage the interests of the listed company or have important impact.
If the financial management party fails to comply with the agreed income level or the financial management party should no longer take measures to renew the contract in time.
Article 14 the internal audit department of the company is the supervision department of financial products business. The internal audit department shall supervise and audit the company’s financial product business, be responsible for reviewing the approval, actual operation, capital use, profit and loss, etc. of the financial product business, urge the financial department to carry out accounting treatment in time, and verify the accounting treatment.
Article 15 independent directors have the right to inspect the entrusted financial products and express independent opinions on the entrusted financial products submitted to the board of directors for deliberation.
If necessary, with the consent of one-half of the independent directors, the independent directors may hire an accounting firm to conduct a special audit of entrusted financial management. The company shall actively cooperate and bear the necessary expenses.
Article 16 the board of supervisors of the company has the right to conduct regular or irregular inspection on the entrusted financial products of the company, review and express opinions on the entrusted financial products submitted to the board of directors for deliberation. When necessary, the board of supervisors may employ professional institutions such as accounting firms to assist its work. The company shall actively cooperate and bear the necessary expenses.
Article 17 the company shall disclose the risk control and profit and loss of entrusted financial management during the reporting period in the periodic report. Article 18 where the company suffers losses or gains lower than expected due to violation of relevant laws and regulations, this system and other provisions of the company or due to lack of due diligence, relevant personnel will be investigated for responsibility according to the specific circumstances.
Chapter IV supplementary provisions
Article 19 the right to interpret this system belongs to the board of directors of the company.
Article 20 the system shall be implemented after being approved by the resolution of the board of directors of the company.
Article 21 matters not covered in this system shall be subject to the provisions of the company law, the securities law, the Listing Rules of Shenzhen Stock Exchange gem, the guidelines for the standardized operation of companies listed on Shenzhen Stock Exchange gem and other relevant laws, regulations, normative documents and the articles of association of the company. If the relevant provisions of this system conflict with the relevant laws, regulations and rules promulgated or modified in the future, they shall be implemented in accordance with the provisions of relevant laws, regulations and rules, and the board of directors shall revise this system in a timely manner.
Zhejiang Windey Co.Ltd(300772) March 2002
