Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357)
Management system for external financial assistance
Chapter I General Provisions
Article 1 in order to regulate Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357) (hereinafter referred to as “the company”) in providing financial assistance to foreign countries, prevent financial risks and ensure the stable operation of the company, in accordance with the securities law of the people’s Republic of China, the measures for the administration of information disclosure of listed companies and the stock listing rules of Shanghai Stock Exchange This system is formulated in combination with the actual situation of the company, such as the guidelines for the standardized operation of listed companies of Shanghai Stock Exchange and other relevant laws, regulations, normative documents and the relevant provisions of the articles of association.
Article 2 the term “providing external financial assistance” as mentioned in this system refers to the acts of the company and its holding subsidiaries providing external 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 subsidy object is the holding subsidiary within the scope of the company’s consolidated statements with a shareholding ratio of more than 50%;
(III) other circumstances recognized by the China Securities Regulatory Commission or the Shanghai Stock Exchange. Under any of the following circumstances, the company shall refer to the provisions of this system:
1. Provide external subsidies in the form of physical assets and intangible assets outside the main business scope;
2. Bear expenses for others;
3. The fees for providing the right to use assets free of charge or collecting the right to use assets are significantly lower than the general level of the industry;
4. The proportion of advance payment is significantly higher than the general level of the same industry;
5. Provide financial assistance to the holding subsidiary formed by joint investment with related parties;
6. Other acts that constitute substantial financial assistance recognized by Shanghai Stock Exchange.
Article 3 the company shall fully protect the legitimate rights and interests of shareholders, and the provision of financial assistance shall follow the principles of equality and voluntariness.
Chapter II examination and approval procedures for external financial assistance
Article 4 the company’s external financial assistance must be reviewed by the board of directors or the general meeting of shareholders.
Article 5 when the board of directors of the company considers the provision of financial assistance to the outside world, it must 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 must withdraw from voting; When less than three non affiliated directors attend the board of directors, they shall be directly submitted to the general meeting of shareholders for deliberation.
Article 6 when the board of directors of the company deliberates on financial assistance matters, the independent directors, the sponsor or the independent financial adviser (if any) of the company shall express their opinions on the legality and compliance of the matters, the impact on the company and the existing risks. Article 7 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) financial assistance provided 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 Shanghai Stock Exchange or the articles of association.
Article 8 the company shall not provide financial assistance to directors, supervisors, senior managers, controlling shareholders, actual controllers and their controlling subsidiaries.
Article 9 Where a company provides financial assistance such as funds to 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 with the same conditions according to the proportion of capital contribution. If other shareholders fail to provide financial assistance to the company’s holding subsidiaries or joint-stock companies with the same conditions or proportion of capital contribution, they shall explain the reasons and disclose the counter guarantee and other measures that the company has required other shareholders to take.
If the company provides financial assistance such as funds for its holding subsidiaries and joint-stock companies, and one or more of the other joint-stock shareholders of the holding subsidiaries and joint-stock companies are the controlling shareholders, actual controllers and related persons of the company, the related shareholders shall provide financial assistance with the same conditions according to the proportion of capital contribution. If the related shareholder fails to provide financial assistance to the company’s holding subsidiary or joint-stock company with the same conditions or proportion of capital contribution, the company shall submit the above external financial assistance to the general meeting of shareholders for deliberation, and the shareholders associated with the matter shall withdraw from voting. Article 10 before the financial aid is recovered, the company shall not provide additional financial aid to the same object.
Chapter III operating procedures for external financial assistance
Article 11 before providing external financial assistance, the financial center of the company shall be responsible for the risk investigation of the object receiving financial assistance in terms of asset quality, operation, industry prospect, solvency and credit status, fully analyze the benefits and risks of financial assistance, and the internal audit department of the company shall review the analysis contents provided by the financial center.
Article 12 after the external financial assistance is approved through the examination and approval procedures specified in the system, the office of the board of directors shall be responsible for the information disclosure, which shall be disclosed in strict accordance with the relevant business rules.
Article 13 after the external financial assistance is approved, the financial center of the company shall handle the specific procedures for the external financial assistance. The amount, financial term and other relevant contents of the agreement to be signed by the funded party and the financial liability of the funded party shall be observed.
Article 14 the financial center of the company is responsible for the tracking, supervision and other related work of the funded objects in the future.
The financial center of the company shall pay close attention to the production and operation, changes in assets and liabilities and external guarantee of the funded object, and actively prevent risks. Inform the chairman, general manager and Secretary of the board of directors in time when the funded object has the risk of failure to repay on schedule.
Article 15 the internal audit department of the company shall conduct supervision and inspection on the compliance and rationality of external financial assistance, the repayment ability of the funded object and the effectiveness of guarantee measures, and regularly report to the audit committee of the board of directors.
Chapter IV information disclosure of external financial assistance
Article 16 the company shall submit the following documents to the Shanghai Stock Exchange when disclosing the matters of providing financial assistance to the outside world:
(I) announcement manuscript;
(II) agreement or letter of intent related to financial assistance (if any);
(III) resolutions of the board of directors and the draft of resolution announcement (if applicable);
(IV) opinions of independent directors;
(V) professional reports issued by intermediaries (if applicable);
(VI) other documents required by Shanghai Stock Exchange.
Article 17 the disclosure of financial assistance provided by the company shall include the following contents:
(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 the audited total assets, total liabilities, owner’s equity attributable to the parent company, operating income, net profit attributable to the owner of the parent company, etc.) and credit status of the most recent year; Whether there is a related relationship with the company, and if so, the specific related situation shall be disclosed; Financial assistance provided by the company to the object in the previous fiscal year.
(III) whether the financial guarantee provided by the third party includes but is not limited to other risk prevention measures. Where 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 subsidiary or joint-stock company 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 subsidiary or joint-stock company 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 including 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) opinions of independent directors, mainly on the necessity, legal compliance, fairness, impact on the rights and interests of the company and minority shareholders and existing risks of financial assistance.
(VII) opinions of the recommendation institution, mainly on the legality, compliance, fairness and existing risks of financial assistance matters (if applicable).
(VIII) the accumulated amount of financial assistance provided by the company and the amount overdue.
(IX) other contents required by Shanghai Stock Exchange.
Article 18 for the disclosed financial assistance, the company shall also inform the chairman, general manager and Secretary of the board of directors by the company’s financial center when the following circumstances occur, and timely disclose the relevant information and the measures to be taken:
(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 recognized by Shanghai Stock Exchange.
In case of the above circumstances, the company shall timely disclose the reasons and whether feasible remedial measures have been taken, and fully explain the judgment of the board of directors on the solvency of the funded object or the third party providing guarantee for financial assistance and the risk of recovery of financial assistance.
Chapter V punishment
Article 19 the financial support provided by the company violates the provisions of Article 19 and causes adverse economic losses to the company; If the circumstances are serious and involve a crime, it shall be transferred to the judicial organ for criminal responsibility according to law. Chapter VI supplementary provisions
Article 20 matters not covered in this system shall be implemented in accordance with relevant national laws, regulations, other normative documents and the relevant provisions of the articles of association. If the system is inconsistent with relevant laws, regulations, other normative documents and the articles of association, the provisions of relevant laws, regulations, other normative documents and the articles of association shall prevail.
Article 21 the system shall be interpreted by the board of directors of the company. The board of directors may revise the system according to the provisions of relevant laws, administrative regulations, other normative documents and the actual situation of the company.
Article 22 this system shall be implemented from the date of deliberation and approval by the board of directors of the company.
Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357) March 9, 2002
