Zhejiang Zhengyuan Zhihui Technology Co.Ltd(300645)
Management system for external financial assistance
Chapter I General Provisions
Article 1 in order to regulate the company’s external financial assistance, effectively control the company’s financial risks and ensure the stable operation of the company, according to the relevant provisions of the company law of the people’s Republic of China (hereinafter referred to as the company law), the civil code of the people’s Republic of China and other laws and regulations, This system is formulated in combination with the relevant provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange and the provisions of the articles of association.
Article 2 the relevant provisions of this system shall apply to the acts of the company and its holding subsidiaries providing funds and entrusted loans with compensation or free of charge, except for the holding subsidiaries with a shareholding ratio of more than 50% within the scope of the company’s consolidated statements.
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 financial assistance outside the main business scope in the form of physical assets and intangible assets; (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 not provide financial assistance such as funds for directors, supervisors, senior managers, controlling shareholders, actual controllers and their controlling subsidiaries.
Chapter II approval authority and procedures for external financial assistance
Article 6 the company’s external financial assistance must be reviewed by the board of directors or the general meeting of shareholders.
Article 7 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.
Article 8 when the board of directors of the company deliberates on financial assistance, the independent directors and the recommendation institution (if any) of the company shall express independent opinions on the legality and compliance of the matter, the impact on the company and the existing risks.
Article 9 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 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 10 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 the above shareholders to take.
Article 11 Where 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, 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 12 when providing external financial assistance, the company shall sign an agreement with the object of financial assistance and other relevant parties, specifying the conditions that the object of financial assistance shall abide by, 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 13 the company shall not provide financial assistance to objects other than holding subsidiaries within 12 months after permanently using the over raised funds to supplement working capital.
Chapter III information disclosure of external financial assistance
Article 14 the company shall announce the following contents within 2 trading days after the company’s board of directors deliberates and approves the disclosure of external financial assistance:
(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; The 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. 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) opinions of independent directors, mainly expressing independent opinions on the necessity, legality, 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 or independent financial consultant, mainly expressing independent 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 15 for the disclosed financial assistance, the company shall also timely disclose the relevant information and 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 expiration of the agreed funding period;
(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.
Before the overdue financial assistance is recovered, the company shall not provide additional financial assistance to the same object.
Article 16 Where the scope of the consolidated statements of the company is changed due to transactions or connected transactions, if the original matters constitute the financial assistance specified in the system after the completion of the transaction, the financial assistance matters and subsequent arrangements shall be disclosed in time.
Chapter IV responsibilities and division of labor for external financial assistance
Article 17 before providing external financial assistance, the Finance Department of the company shall be responsible for the risk investigation in terms of asset quality, operation, industry prospect, solvency, credit status and so on. Article 18 the Secretary of the board of directors of the company shall be responsible for the information disclosure after the approval procedures for the provision of financial assistance to the outside world are performed in accordance with the approval authority required by the system, and the finance department and other relevant departments of the company shall assist in the performance of the obligation of information disclosure.
Article 19 the Finance Department of the company shall handle the procedures for providing financial assistance to the outside world after it is deliberated and approved by the board of directors or the general meeting of shareholders. The Finance Department of the company 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 Finance Department of the company shall formulate remedial measures in time and report the relevant situation to the board of directors of the company.
Article 20 the internal audit department of the company is responsible for supervising and inspecting the compliance of financial assistance matters. Chapter V penalty provisions
Article 21 the company will investigate the economic responsibility of relevant personnel in case of providing financial assistance to the outside world in violation of the above provisions and causing losses or adverse effects to the company; 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 22 matters not covered in this system shall be implemented in accordance with relevant national laws, regulations, normative documents and the articles of association. In case of any conflict between this system and the laws, regulations, normative documents or articles of Association issued by the state in the future, the latter shall prevail, and this system shall be revised immediately.
Article 23 the system shall be interpreted by the board of directors and shall come into force from the date of deliberation and approval by the general meeting of shareholders of the company, and the modification is the same.
Zhejiang Zhengyuan Zhihui Technology Co.Ltd(300645) March 12, 2022
