External donation management system
Chapter I General Provisions
Article 1 in order to further standardize the donation of Zhang Xiaoquan Inc(301055) (hereinafter referred to as “the company”), strengthen the management of the company’s external donation, and better perform the company’s social responsibility on the basis of fully safeguarding the rights and interests of shareholders, creditors and employees, In accordance with the company law of the people’s Republic of China, the law of the people’s Republic of China on donation to public welfare undertakings, the Listing Rules of Shenzhen Stock Exchange gem and other laws and regulations, as well as the Zhang Xiaoquan Inc(301055) articles of association and other relevant provisions, and in combination with the actual situation of the company, this system is hereby formulated.
Article 2 the term “external donation” as mentioned in this system refers to the act that the company and its wholly-owned and holding subsidiaries (hereinafter referred to as “subsidiaries”) voluntarily give the legal property they have the right to dispose of to the legal donee free of charge in the name of the company or subsidiaries for public welfare undertakings not directly related to production and operation activities. Article 3 this system is applicable to the external donation of the company and its subsidiaries. Without authorization, subsidiaries of the company shall not carry out external donation.
Article 4 in addition to the provisions of relevant national laws, regulations and normative documents, the company shall also abide by the relevant provisions of this system.
Chapter II principles of external donation
Article 5 the principle of voluntary compensation. After the company makes external donations, it shall not require the recipient to create convenient conditions in terms of financing, market access, administrative license and possession of other resources, resulting in unfair market competition.
Article 6 the principle of clear rights and responsibilities. The business operators or other employees of the company shall not donate the property owned by the company in the name of individuals.
Article 7 the principle of acting according to one’s ability. The company shall actively participate in social public welfare activities within its ability. 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 others except under special circumstances.
Article 8 the principle of good faith and law-abiding. The donation that the company has deliberated and decided in accordance with the internal rules of procedure and has promised to the public or recipients must be performed honestly.
Article 9 the legal property that the company can use for external donation includes cash and physical assets. The main fixed assets required for the production and operation of the company, the equity and creditor’s rights held by the company, the materials specially reserved by the state, the state financial allocation, the entrusted property, the property with security interests, the property with unclear ownership relationship, or the deteriorated, damaged and expired materials shall not be used for external donation.
Chapter IV types and beneficiaries of external donations
Article 10 types of external donations:
(I) public welfare donations: donations to social public welfare undertakings such as education, science, culture, health and medical treatment, public safety, sports and environmental protection, and the construction of social public facilities;
(II) relief donations: donations to areas suffering from natural disasters, accidents, disasters, public health events and other emergencies, as well as donations to designated poverty alleviation areas or social vulnerable groups and individuals in difficulty for production, life relief and relief;
(III) other donations: refers to the donations of the company to other social public and welfare undertakings for humanitarian purposes or social development and progress in addition to the above donations.
Article 11 the company’s external donations can be made in the following ways:
(I) the public welfare foundation established by the company according to law;
(II) other ways of external donation, including charities, public welfare social organizations, public welfare non-profit institutions, the government and its constituent departments, and financial products of public welfare nature established according to law. Under special circumstances, donations can be made through legal news media.
Article 12 the beneficiaries of the company’s external donations shall be public welfare social organizations, public welfare non-profit enterprises and institutions, social vulnerable groups and individuals in difficulty. Among them, public welfare social organizations refer to foundations, charitable organizations and other social organizations established according to law with the purpose of developing public welfare undertakings; Non profit institutions and public welfare institutions established in accordance with the law for the purpose of sports, public health and scientific research refer to non-profit institutions and public welfare institutions.
The company and its subsidiaries have the right to require the recipient to implement their legitimate donation wishes. If necessary, the recipient shall be required to regularly provide the use details of the donated property and other relevant materials. The recipient shall not misappropriate the donated property for other purposes.
Article 13 the company shall not give donations to the company and its controlling shareholders, actual controllers, directors, supervisors, senior managers, units or individuals that have a controlling and controlled relationship or direct interest relationship in equity, operation or finance.
Chapter V decision making procedures for external donations
Article 14 the company’s external donations shall be examined and approved in strict accordance with the relevant national laws and regulations, the articles of association, the rules of procedure of the general meeting of shareholders, the rules of procedure of the board of directors and the system.
Article 15 the accounting cycle of external donations shall be 12 consecutive months, and the examination and approval shall be graded according to the amount of donations. External donations include cash and in kind asset donations, in which: the physical assets are converted into the amount according to the proportion of the net book value at the time of donation. If there are book value and evaluation value at the same time, the higher one shall prevail.
The company’s external donations shall be approved according to the following standards:
(I) if the amount of a single donation or the cumulative total donation within 12 consecutive months does not exceed 2 million yuan, it shall be implemented after being approved by the board of directors of the company;
(II) if the amount of a single donation or the total amount of donations accumulated within 12 consecutive months accounts for more than 1% of the audited net profit of the listed company in the latest fiscal year and exceeds 2 million yuan, or meets the standards required by other laws and regulations for deliberation by the general meeting of shareholders, it shall be implemented after being approved by the general meeting of shareholders of the company;
(III) when performing the procedures specified in items (I) and (II) above, if the donation within 12 consecutive months has performed the relevant review procedures in accordance with the above provisions, it will not be included in the relevant cumulative calculation scope;
(IV) “cumulative amount” mentioned in this clause includes the donation amount of the company and its subsidiaries in the same period. The “not exceeding” listed in this article includes this number.
Article 16 for the company’s external donation, the handling department shall formulate the donation plan, and the company’s financial department shall analyze the impact of the donation expenditure on the company’s financial status and operating results. After the review by the person in charge of the handling department, the corresponding approval procedures shall be performed in accordance with the conditions listed in Article 15 of the system.
The company will make unified planning and deployment for donation. If the company’s subsidiaries (including branches) are involved in external donation, they shall report to the Securities Investment Department of the company in time, perform the corresponding approval procedures in strict accordance with Article 15 of the system, and implement external donation after approval.
The donation plan shall include the following contents: the reason for donation, the object of donation, the way of donation, the person in charge of donation, the composition and amount of donated property. If the donation of physical assets is involved, the property handover procedures and other donation matters shall be explained.
Article 17 the handling department shall perform the following duties in the donation activities:
(I) propose a proposal on the company’s external donation;
(II) guide subsidiaries to carry out external donation activities.
Article 18 the finance department shall perform the following duties in external donation activities:
(I) review and countersign the proposal of external donation;
(II) handle the payment procedures of donated property;
(III) establish a company wide external donation account.
Article 19 the audit department is responsible for the supervision, inspection and internal audit of the company’s external donations, supervising the handling units and personnel to implement in strict accordance with the company’s approval resolutions, and managing, standardizing and optimizing the company’s external donations.
Article 20 the handling department shall notify the securities investment department immediately after the donation plan is approved, and fulfill the obligation of disclosure according to law.
Article 21 for external donations approved for execution by the company, the finance department shall establish an account for unified registration and management, and properly archive the relevant documents, graphic materials, vouchers, donation certificates and other materials for future reference.
Article 22 the external donations of the company and its subsidiaries shall be subject to financial treatment in accordance with the accounting standards for business enterprises.
Chapter VI Legal Liability
Article 23 If the company makes donations without implementing the provisions of this system, or makes donations in violation of laws and disciplines such as abusing power for personal gain and transferring assets, the company will, depending on the seriousness of the circumstances, demote, remove or dismiss the person in charge and other persons directly responsible. If a crime is constituted, the company has the right to submit it to the judicial authority for handling.
Chapter VII supplementary provisions
Article 24 this system shall be implemented from the date of deliberation and adoption by the board of directors.
Article 25 in case of matters not covered in this system or conflict with the provisions of laws, administrative regulations, normative documents, self-discipline rules of Shenzhen Stock Exchange and the articles of Association issued from time to time, the provisions of laws, administrative regulations, normative documents, self-discipline rules of Shenzhen Stock Exchange and the articles of Association shall prevail. Article 26 the terms “above”, “within” and “below” in this system include this number; “Other”, “less than”, “more than” and “more than” do not include this number.
Article 27 the board of directors of the company is responsible for the formulation, modification and interpretation of this system.
Zhang Xiaoquan Inc(301055) March 11, 2022
