Henan Qingshuiyuan Technology Co.Ltd(300437)
Management system for external financial assistance
Chapter I General Provisions
Article 1 in order to regulate Henan Qingshuiyuan Technology Co.Ltd(300437) (hereinafter referred to as "the company") in providing financial assistance to foreign countries according to law, prevent financial risks, improve the quality of information disclosure of the company and ensure the steady operation of the company, in accordance with the securities law, the measures for the Administration of information disclosure of listed companies and the stock listing rules of Shenzhen Stock Exchange This system is formulated in accordance with the relevant provisions of the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on GEM and the articles of association, and in combination with the actual situation of the company.
Article 2 the term "external financial assistance" as mentioned in this system refers to the company and its holding subsidiaries providing funds and entrusted loans with compensation or free of charge, except for the following circumstances:
(I) the company's main business is to provide loans, loans and other financing services;
(II) the object of subsidy is the holding subsidiary within the scope of the company's consolidated statements with a shareholding ratio of more than 50%, and the other shareholders of the holding subsidiary do not include the controlling shareholders, actual controllers and their affiliates of the listed company. The financial assistance provided by the company and its subsidiaries to the holding subsidiaries formed by joint investment with related parties shall be implemented with reference to this system.
(III) other circumstances recognized by the CSRC or Shenzhen Stock Exchange.
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.
Chapter II examination and approval authority and procedures for external financial assistance
Article 4 the financial assistance provided by the company to the outside world shall be reviewed by the financial department of the company, submitted to the board of directors for deliberation and approval, and fulfill the obligation of information disclosure in time.
Article 5 the company shall not provide financial assistance to directors, supervisors, senior managers, controlling shareholders, actual controllers and their controlling subsidiaries.
Article 6 Where a company provides financial assistance such as capital for a holding subsidiary or joint-stock company whose shareholding ratio does not exceed 50%, the other shareholders of the holding subsidiary or joint-stock company shall, in principle, provide financial assistance according to the proportion of capital contribution
Where a company or a joint-stock company provides financial assistance, it shall explain the reasons and disclose the counter guarantee and other measures that the company has required the above-mentioned shareholders to take.
Article 7 the company shall not provide funds and other financial assistance to the affiliated legal persons and affiliated natural 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 persons) provide financial assistance with the same conditions according to the proportion of capital contribution, the listed 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.
Except for the circumstances specified in the preceding paragraph, if a listed company provides financial assistance to a holding subsidiary or a joint-stock company, the other shareholders of the company 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 with the same conditions or proportion of capital contribution, they shall explain the reasons and the reasons why the interests of the listed company have not been damaged, and whether the listed company has required the above-mentioned other shareholders to provide corresponding guarantees.
The term "affiliated joint stock company" as mentioned in this article refers to the affiliated legal person of a listed company with shares held by a listed company and belonging to the listed company specified in the GEM Listing Rules.
Article 8 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 shall 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 9 when the board of directors of the company deliberates the financial assistance, the independent directors and the recommendation institution (if applicable) of the company shall express independent opinions on the legality and compliance of the matter, the impact on the rights and interests of the company and minority shareholders and the existing risks.
Article 10 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:
(I) provide financial assistance to the objects whose asset liability ratio exceeds 70% in the latest audit;
(II) the amount of single financial assistance or the cumulative 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 11 when providing external financial assistance, the company shall sign an agreement with the object of financial assistance and other relevant parties, specifying the conditions to be observed by the object of financial assistance, the amount, duration, liability for breach of contract and other contents.
If the financial assistance is not recovered within the time limit, the company shall not continue to provide financial assistance or provide additional financial assistance to the same object.
Article 12 the financial assistance provided by the company shall be approved by more than two-thirds of the directors attending the meeting of the board of directors and make a resolution to timely perform the obligation of information disclosure.
If the financial assistance falls into one of the following circumstances, it shall be submitted to the general meeting of shareholders for deliberation after being deliberated and approved by the board of directors:
(I) temporary replenishment of working capital with idle raised funds;
(II) within 12 months after changing the investment direction of the raised funds into permanent supplementary working capital;
(III) within 12 months after the over raised funds are permanently used to supplement working capital or repay bank loans.
If the object of subsidy is a holding subsidiary within the scope of the company's consolidated statements and the shareholding ratio exceeds 50%, the provisions of the first two paragraphs shall be exempted.
Article 13 when providing external financial assistance, the company shall promise in the announcement that it will not use idle raised funds to temporarily supplement working capital, change the investment direction of raised funds to permanent supplementary working capital, except that the external financial assistance has been recovered within 12 months after providing external financial assistance Permanently use the over raised funds to supplement working capital or repay bank loans.
Article 14 the cost of external financial assistance provided by the company shall be determined according to the current market interest rate and shall not be lower than the actual financing interest rate of the company in the same period.
Article 15 if the company intends to continue to provide financial assistance to the same object after the expiration of the agreed period for providing financial assistance to the outside world, it shall be regarded as a new act of providing financial assistance to the outside world, and the corresponding approval procedures shall be performed again.
Chapter III information disclosure of external financial assistance
Article 16 the company shall timely disclose the matters of providing external financial assistance, and shall submit the following documents to Shenzhen Stock Exchange when disclosing relevant matters:
(I) announcement manuscript;
(II) draft of resolutions of the board of directors and announcement of resolutions;
(III) opinions of independent directors;
(IV) opinions of the recommendation institution (if applicable);
(V) other documents required by Shenzhen Stock Exchange.
Article 17 the announcement of providing financial assistance to the outside world disclosed by the company shall at least include the following items:
Capacity:
(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) 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 audited assets, liabilities, net assets attributable to the owner of the parent company, operating income, net profit attributable to the owner of the parent company, etc.) and credit status, etc; Whether there is a related relationship with the company, and if so, the specific related situation shall be disclosed; Similar business of the company 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 or participating subsidiary formed by joint investment with related parties, the basic information of other shareholders of the funded object, the relationship with the company and the performance of corresponding obligations according to the proportion of capital contribution shall be disclosed; If other shareholders fail to provide financial assistance to the holding 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 introducing 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) within 12 months after the company provides financial assistance to the outside world, except that
In addition to external financial assistance, it is not allowed to change the investment direction of the raised funds into a commitment to permanently supplement working capital, permanently use the over raised funds to supplement working capital or repay bank loans;
(VII) opinions of independent directors, mainly expressing independent opinions on the necessity, legal compliance, fairness, impact on the rights and interests of the company and minority shareholders and existing risks of the matter;
(VIII) opinions of the recommendation institution (if applicable), mainly expressing independent opinions on the legality, compliance, fairness and existing risks of the matter;
(IX) the accumulated amount of financial assistance provided by the company and the amount overdue;
(x) other contents required by Shenzhen Stock Exchange.
Article 18 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 fulfill the repayment obligation in time after the debt is due;
(II) financial difficulties, insolvency, cash flow difficulties, bankruptcy, liquidation 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 identified by Shenzhen Stock Exchange or the articles of association.
Article 19 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.
Chapter IV responsibilities and division of labor for external financial assistance
Article 20 before providing external financial assistance, the financial department and the office of the board of directors of the company shall be responsible for the asset quality, operation, industry prospect, solvency and credit status of the financial assistance objects
Article 21 the company's board of directors office shall be responsible for information disclosure after the external financial assistance is approved by the approval authority procedures specified in the management system.
Article 22 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 23 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 of the company.
Article 24 the internal audit department of the company is responsible for supervising and inspecting the compliance of financial assistance matters
Check.
Chapter V punishment
Article 25 in case of providing financial assistance to the outside world in violation of the above provisions, causing losses or adverse effects to the company, the relevant personnel will 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 26 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. In case of any inconsistency between this system and 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 27 the system shall be revised and interpreted by the board of directors of the company.
Article 28 the system shall come into force from the date of deliberation and approval by the board of directors of the company.
Henan Qingshuiyuan Technology Co.Ltd(300437) board of directors March 7, 2002
