Wuxi Chipown Micro-Electronics Limited(688508)
External donation management system
Chapter I General Provisions
Article 1 in order to further regulate the donation banks of Wuxi Chipown Micro-Electronics Limited(688508) (hereinafter referred to as “the company”) to foreign countries and better fulfill the social responsibilities of the company, 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 Shanghai Stock Exchange on the science and innovation board and other laws and regulations, administrative regulations, normative documents and relevant provisions of the articles of association, and in combination with the actual situation of the company, Formulate this system. Article 2 this system is applicable to the external donation of the company and its wholly-owned and holding subsidiaries (hereinafter referred to as “subsidiaries”) in the name of the company or subsidiaries. Without authorization, subsidiaries of the company shall not carry out donation matters. Article 3 the external donations of the company and its subsidiaries are limited to the following ways: (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 donations to other social public and welfare undertakings for humanitarian purposes or social development and progress in addition to the above donations. Article 4 the managers or other employees of the company shall not donate the property owned by the company in the name of individuals. The company has the right to require the recipient to implement the legitimate donation intention of the company. Article 5 the legal property that the company can use for external donation includes cash and physical assets. The fixed assets, equity and creditor’s rights held by the company for production and operation, materials specially reserved by the state, state financial appropriations, entrusted property, property with security interests, property with unclear ownership relationship, or materials that have deteriorated, damaged or expired shall not be used for external donation. Article 6 the recipients of the company’s external donations shall be public welfare social organizations and public welfare non-profit institutions established according to law. 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; Public welfare non-profit enterprises and institutions refer to non-profit educational institutions, scientific research institutions, medical and health institutions, social public cultural institutions, social public sports institutions and social welfare institutions established according to law and engaged in public welfare undertakings. Article 7 the company shall not give donations to the company’s internal employees, units or individuals that have control, controlled or direct interest relationship with the company and its controlling shareholders / actual controllers / directors / supervisors / Senior Managers / core technicians in terms of equity / operation or finance.
Chapter II decision making procedures and rules for external donations
Article 8 external donations shall be calculated cumulatively within one fiscal year, and shall be subject to hierarchical examination and approval according to the amount of donations. Among them, physical assets are converted according to the net book value at the time of donation. If there are both book value and evaluation value, the principle of “whichever is higher” shall be adopted. Article 9 the approval procedures of the company’s external donations are as follows: (I) if the amount of a single donation and the total amount of donations in the accounting year does not exceed 0.2% (including) of the company’s latest audited net assets, it shall be implemented after being approved by the chairman of the company; (II) if the amount of a single donation or the total amount of accumulated donations in the fiscal year exceeds 0.2% of the company’s latest audited net assets, but does not exceed 1% (inclusive) of the company’s latest audited net assets, it shall be implemented after being deliberated and approved by the company’s board of directors; (III) if the amount of a single donation or the total amount of accumulated donations in the fiscal year exceeds 1% of the company’s latest audited net assets, the amount of a single donation or the total amount of accumulated donations in consecutive 12 months exceeds 5% (inclusive) of the listed company’s latest audited net profit in the fiscal year and exceeds 5 million yuan, and meets any standard or other standards required by 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; (IV) when performing the procedures specified in items (I), (II) and (III) above, if the donation before the accounting year has performed the relevant review procedures in accordance with the above provisions, it will not be included in the relevant cumulative calculation scope. Article 10 if a subsidiary of the company needs to donate to the outside world, it shall put forward a donation plan to the company and perform the examination and approval procedures in accordance with Article 9 of the system. The donation plan shall include the following contents: the reason for donation, the object of donation, the way of donation, the method of donation, the person responsible for donation, the composition and amount of donated property, and the property handover procedures shall be explained if the donation of physical assets is involved. Article 11 the handling department shall perform the following duties in the external donation activities: (I) propose the company’s external donation proposal; (II) guide the subsidiaries to carry out external donation activities; (III) establish a company wide external donation account. Article 12 the financial management department shall perform the following duties in the donation activities:
(I) review and countersign the proposal of external donation; (II) handle the payment procedures of donated property. Article 13 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 14 the handling department shall notify the securities department immediately after the donation plan is approved. After the donation amount reaches the information disclosure standard, the securities department shall report to the Secretary of the board of directors, who shall disclose it according to law.
Chapter III information disclosure and archives management
Article 15 if the amount of the company’s single donation and the accumulated donation amount in the past 12 months meet the following standards, it shall be disclosed in time: (I) the total assets involved in the donation (if there are both book value and evaluation value, whichever is higher) account for more than 10% of the company’s latest audited total assets or the market value of the listed company; (II) the amount of donation accounts for more than 10% of the audited net profit of the company in the latest fiscal year and exceeds 1 million yuan; (III) other circumstances required to be disclosed by laws and regulations or the articles of association. Article 16 for external donations approved for execution by the company, the finance department shall establish an account for unified registration management, properly archive the donation related documents, graphic materials, vouchers, donation certificates and other materials for future reference, and report the relevant materials to the Finance Department of the company for filing and preservation. Article 17 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 IV supplementary provisions
Article 18 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 the relevant provisions of relevant laws, regulations and normative documents issued in the future, the provisions of relevant laws, regulations and normative documents shall prevail, and the board of directors shall revise it in time. Article 19 the system shall be revised and interpreted by the board of directors of the company. Article 20 the system shall come into force from the date of deliberation and approval by the board of directors of the company.
