Financial aid management system
Chapter I General Provisions
Article 1 in order to regulate the financial support of Svg Tech Group Co.Ltd(300331) (hereinafter referred to as “the company”) according to law, prevent financial risks and ensure the stable operation of the company, in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China and the law on the administration of information disclosure of listed companies This system is formulated in combination with the actual situation of the company in accordance with the relevant laws, regulations, normative documents and the relevant provisions of the articles of association, such as the Shenzhen Stock Exchange GEM Listing Rules (hereinafter referred to as the “GEM Listing Rules”), the Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 2 – standardized operation of listed companies on the gem. Article 2 the term “providing external financial assistance” (hereinafter referred to as “providing 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. 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%, except that other shareholders of the holding subsidiary do not include the holding subsidiary of the company’s controlling shareholder, actual controller and its related parties. The financial assistance provided by the company to the holding subsidiary formed by joint investment with related parties shall be implemented with reference to the provisions of this system.
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.
Article 4 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.
Article 5 the company shall follow the following rules when providing financial assistance to foreign countries:
(I) the company shall not provide funds and other financial assistance to the affiliated natural persons and affiliated legal 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 parties) provide financial assistance with the same conditions according to the proportion of capital contribution, the 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. The term “affiliated joint stock company” as mentioned in this paragraph refers to the affiliated legal person of a listed company with shares held by the company and specified in the GEM Listing Rules. The company shall prudently provide financial assistance to related parties.
(II) except for the circumstances specified in Item (I) of this article, if the company provides funds and other financial assistance to the holding subsidiary or joint-stock company, 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 holding subsidiary or joint-stock company with the same conditions or proportion of capital contribution, they shall explain the reasons and the reasons why the interests of the company have not been damaged, and whether the company has required the above shareholders to provide corresponding guarantee.
(III) if the company provides financial assistance such as funds for its holding subsidiaries and joint-stock companies, and one or more of the other shareholders of the holding subsidiaries and joint-stock companies are the controlling shareholders, actual controllers and their affiliates 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.
(IV) when providing financial assistance, the company shall sign an agreement with the funded object and other relevant parties to stipulate the conditions that the funded object shall abide by, the amount, duration, liability for breach of contract and other contents.
Article 6 the company shall not continue to provide financial assistance or provide additional financial assistance to the same object if the amount of financial assistance provided by the company is not recovered within the time limit.
Chapter II approval authority and procedures of financial assistance
Article 7 the company’s external financial assistance must be reviewed by the board of directors. 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 must 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.
When the board of Directors considers that a listed company provides financial assistance to a holding subsidiary, a joint-stock company with a shareholding ratio of no more than 50%, or a holding subsidiary formed by joint investment with related parties, the directors shall pay attention to whether other shareholders of the funded object provide financial assistance according to the proportion of capital contribution and under the same conditions, and whether it damages the interests of the listed company.
Article 8 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) the latest audited asset liability ratio of the funded object exceeds 70%;
(II) the amount of single financial assistance or the accumulated 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 9 when the board of Directors considers the provision of financial assistance, the directors shall actively understand the basic information of the funded party, such as operation and financial status, credit status, tax payment, etc. When the board of Directors considers the provision of financial assistance, the directors shall make a prudent judgment on the compliance and rationality of the provision of financial assistance, the repayment ability of the funded party and the effectiveness of guarantee measures.
Article 10 when considering the external financial assistance, the board of directors of the company shall pay full attention to the reasons for providing financial assistance, and disclose 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.
The independent directors of the company shall express independent opinions on the necessity, legality and compliance, fairness, impact on the rights and interests of the company and minority shareholders and existing risks of financial assistance.
The recommendation institution or independent financial consultant (if any) shall express opinions on the legality, compliance, fairness and existing risks of financial assistance.
Article 11 Where the company uses the over raised funds to repay bank loans or permanently supplement working capital, the company shall not provide financial assistance to objects other than holding subsidiaries within 12 months after supplementing working capital. The company shall make a clear commitment in the announcement.
Chapter III disclosure of financial assistance
Article 12 the disclosure of financial assistance provided by the company to the outside world shall be announced after being deliberated and approved by the board of directors:
(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) the 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, operating income, net profit, 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; The financial assistance provided by the company to the object 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) the financial assistance provided shall be based on the proportion of the financial assistance provided to the shareholders or other affiliated companies; If other shareholders fail to provide financial assistance to the holding subsidiary 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 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 expressing independent opinions on the necessity, legality, compliance, fairness and existing risks of financial assistance;
(VII) opinions of the recommendation institution or independent financial consultant, mainly expressing opinions 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 Shenzhen Stock Exchange.
Article 13 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 repay in time after the agreed funding period expires;
(II) financial difficulties, insolvency, cash flow difficulties, bankruptcy 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 Shenzhen Stock Exchange.
Chapter IV responsibilities and division of labor of financial assistance
Article 14 before the company provides financial assistance, the financial department of the company shall be responsible for the risk investigation of the object of financial assistance in terms of asset quality, operation, industry prospect, solvency and credit status. Article 15 after the approval of the board of directors or the general meeting of shareholders in accordance with the approval authority specified in Articles 7 and 8 of the system, the Secretary of the board of directors of the company shall be responsible for information disclosure, and the financial department and other relevant departments of the company shall assist in fulfilling the obligation of information disclosure. The sponsor department of the company’s external financial assistance is the finance department.
Article 16 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 17 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 or the general meeting of shareholders of the company.
Article 18 the internal audit department of the company is responsible for supervising and inspecting the compliance of financial assistance matters.
Chapter V penalties
Article 19 in case of providing external financial assistance in violation of the above provisions, causing losses or adverse effects to the company, the relevant personnel shall 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 20 the term “above” in this system includes the number itself; “Over” does not include this number.
Article 21 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. If the system is inconsistent with 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 22 the board of directors of the company is responsible for the interpretation of this system.
Article 23 the system is formulated by the board of directors and shall be implemented from the date of deliberation and approval by the general meeting of shareholders, and the same shall apply to modification.
Svg Tech Group Co.Ltd(300331) March 2022
