Guocheng Mining Co.Ltd(000688) external donation management system
Chapter I General Provisions
Article 1 in order to regulate the donation of Guocheng Mining Co.Ltd(000688) (hereinafter referred to as “the company”), strengthen the management of the company’s external donation, better perform the company’s social responsibility and civic obligations on the basis of fully safeguarding the interests of shareholders, and effectively enhance the company’s brand image, according to the company law of the people’s Republic of China This system is formulated in accordance with the law of the people’s Republic of China on donation to public welfare undertakings and other laws and regulations and the relevant provisions of the Guocheng Mining Co.Ltd(000688) articles of association.
Article 2 the term “external donation” as mentioned in this system refers to the act that the company voluntarily gives its legal property to other natural persons, legal persons or relevant institutions for public welfare.
Article 3 this system is applicable to the company and its wholly-owned subsidiaries and holding subsidiaries.
Chapter II principles of external donation
Article 4 after the company makes external donations, it shall not require the recipient to create convenient conditions in terms of financing, market access, administrative license, possession of other resources, or engage in profit-making activities in the name of donations.
Article 5 the managers or other employees of the company shall not donate the property owned by the company in their own name. The company has the right to require the recipient to implement their legitimate donation will, which shall meet the purpose of public welfare, and shall not misappropriate the donated property for other purposes.
Article 6 the company shall actively participate in social public welfare activities within its ability to promote the development of the region where it is located. If the company has incurred losses or will incur losses due to external donations or affect the normal production and operation of the company, it shall not donate to the outside world except for the donations deliberated and decided in accordance with the internal rules of procedure and promised to the public or recipients.
Article 7 donations shall comply with laws and regulations, shall not violate social ethics, and shall not harm public interests and the legitimate rights and interests of other citizens.
Chapter III types and objects of external donations
Article 8 the company can generally make external donations according to the following types:
(I) activities of social groups and individuals in difficulties such as disaster relief, poverty relief and assistance to the disabled;
(II) education, science, culture, health and sports;
(III) environmental protection and construction of social and public facilities;
(IV) other social public and welfare undertakings that promote social development and progress.
Article 9 the objects of the company’s external donations can be public welfare social organizations, public welfare non-profit related institutions, institutions, social vulnerable groups or individuals.
Chapter IV scope of assets donated to foreign countries
Article 10 the assets that the company can use for external donation include cash and physical assets (including inventory goods, fixed assets and other tangible assets). Major fixed assets, state financial appropriations, equity and creditor’s rights held by the company, entrusted property, property with security interests, property with unclear ownership relationship, or deteriorated, damaged, expired and scrapped commodities and materials required for the production and operation of the company shall not be used for external donation.
Chapter V decision making procedures and rules for external donations
Article 11 the examination and approval of the company’s external donations shall be carried out in strict accordance with the relevant national laws and regulations and the authority specified in the articles of association, rules of procedure of the general meeting of shareholders and rules of procedure of the board of directors of the company.
Article 12 external donations made by the company and its subsidiaries, including cash donations and non cash asset donations (calculated by net book value), shall be implemented according to the following standards:
(I) if the single amount or the cumulative amount for 12 consecutive months does not exceed 1 million yuan (inclusive), it shall be implemented after being deliberated and approved by the general manager’s office meeting and approved by the chairman of the board;
(II) if the single amount or the cumulative amount for 12 consecutive months exceeds 10 million yuan but does not exceed 3% (inclusive) of the company’s latest audited net assets, it shall be implemented after being deliberated and approved by the board of directors of the company;
(III) if the single amount or the cumulative amount for 12 consecutive months exceeds 3% of the company’s latest audited net assets, it shall be implemented after being approved by the general meeting of shareholders of the company.
External donations that have fulfilled the deliberation and decision-making procedures of the general meeting of shareholders in accordance with item (3) of this article will not be included in the relevant cumulative calculation scope.
Article 13 for the company’s external donation, the handling department shall formulate the donation plan, and the financial department shall analyze the impact of the donation expenditure on the company’s financial status and operating results. After the review of the leader in charge of the handling department, the corresponding review and approval procedures shall be performed according to the conditions listed in Article 12 of the system.
Article 14 for the approved external donation, a file shall be established for future reference, including the donation agreement, donation scheme, fund utilization plan, donation object, donated assets, donation amount, time, handler, approver and other information, and shall be reported to the board of directors for the record. Chapter VI supplementary provisions
Article 15 matters not covered in this system shall be implemented in accordance with relevant national laws and regulations and Guocheng Mining Co.Ltd(000688) articles of association.
Article 16 the system shall be interpreted and revised by the board of directors of the company.
Article 17 this system shall come into force from the date of deliberation and approval by the general meeting of shareholders of the company.
