Guangdong Guanghong Holdings Co.Ltd(000529)
Financing management system
(the system was deliberated and adopted at the third extraordinary board meeting of the company in 2022 on March 17, 2022)
Chapter I General Provisions
Article 1 in order to strengthen the management of financing activities of Guangdong Guanghong Holdings Co.Ltd(000529) (hereinafter referred to as ” Guangdong Guanghong Holdings Co.Ltd(000529) ” or “company”) and its subsidiaries at all levels (hereinafter referred to as “affiliated enterprises”), strengthen financing management and financial monitoring, reduce financing costs, effectively prevent financial risks and safeguard the overall interests of the company, This system is formulated in accordance with the civil code of the people’s Republic of China, the company law of the people’s Republic of China and other relevant laws and regulations, as well as the relevant provisions of Guangdong Guanghong Holdings Co.Ltd(000529) articles of association, and in combination with the actual situation of the company.
Article 2 the term “financing” as mentioned in this system refers to the activities of integrating funds through direct market debt financing and indirect market debt financing in order to meet the needs of the company’s daily operation and expansion of production scale.
Direct market debt financing mainly refers to the issuance of bonds, including corporate bonds, corporate bonds, asset-backed securities, non-financial enterprise debt financing instruments, etc;
Indirect market debt financing mainly includes bank financing and non bank financial institution financing. Bank financing includes working capital loan, M & a loan, project loan, bill (letter of credit) issuance, discount (cashing), etc; The financing of non bank financial institutions includes financial leasing, trust loans, debt investment plans of insurance companies, etc.
Article 3 the financing of the company and its affiliated enterprises shall follow the following principles: adhere to the correct political orientation and comply with the provisions of laws, regulations and normative documents; Starting from the overall economic benefits, strictly control the financing scale, which must adapt to the enterprise’s asset scale, actual needs of business activities, asset liability level, solvency, etc; No unit or individual may force the company to conduct financing, and the company has the right and shall refuse to force the company to conduct financing.
Article 4 the system applicable to the financing activities of the enterprise.
Chapter II division of responsibilities
Article 5 the company and its affiliated enterprises shall establish a post responsibility system for financing, clarify the responsibilities and authorities of relevant departments and posts, and ensure the separation, restriction and supervision of incompatible Posts handling financing business. The same department or individual shall not handle the whole process of financing.
Incompatible positions in financing management at least include: formulation and decision-making of financing scheme; Review and signing of financing contract; Execution and inspection of financing business.
Article 6 the Finance Department of the company and its affiliated enterprises shall formulate an external financing plan according to the internal control management procedures and in combination with the actual situation of the enterprise.
Article 7 where the financing business related to the issuance of bonds is registered and supervised by the national development and Reform Commission, China Securities Regulatory Commission and Shenzhen Stock Exchange, the Securities Affairs Department of the company shall be responsible for handling, and other financing businesses shall be handled by the Finance Department of the company.
Article 8 the company and its affiliated enterprises shall implement budget management and level by level examination and approval system for financing, and shall examine, approve and implement financing matters in accordance with laws and regulations, normative documents, articles of association and other provisions.
Chapter III Organization and management of financing
Article 9 the shareholders’ meeting, the board of directors and the general manager’s office meeting of the company and its affiliated enterprises are the decision-making bodies for various financing, and each makes decisions on financing matters within its authority.
Article 10 the finance department is responsible for preparing the annual financing budget; Prepare financing plan; Organize loan application and approval; Put forward financing business applications such as capital loans, bill financing, discount, financial leasing, trust loans, creditor’s rights investment plans of insurance companies, and issuance of debt financing instruments of non-financial enterprises; Manage and supervise the use and return of financing; Supervise and evaluate the borrowing process and prepare financing analysis report.
Article 11 according to the division of responsibilities, the securities affairs department is responsible for organizing and implementing the specific work of bond financing activities registered and supervised by the national development and Reform Commission, the China Securities Regulatory Commission and the Shenzhen Stock Exchange, and is responsible for the information disclosure of financing activities.
Chapter IV financing management procedures
Article 12 the Finance Department of the company and its affiliated enterprises shall prepare the annual financing budget. After approval, the financing budget shall be used as the basis for the implementation of financing business. Over budget financing shall be submitted for approval in accordance with the provisions of the budget management system. See Guangdong Guanghong Holdings Co.Ltd(000529) budget management system for the specific business process.
Article 13 the Finance Department of the company shall predict and analyze the company’s capital demand and financing risks, select appropriate financing methods and objects, and formulate the financing plan according to the company’s strategic development plan, production and operation status, investment plan and the company’s current capital situation.
Article 14 after the financing plan is submitted to the person in charge of the Finance Department of the company for review, it shall be submitted for approval level by level according to the specified authority.
Article 15 when a subordinate enterprise has financing needs, it shall submit a financing request for instructions and submit it for approval level by level according to the specified process. The financing request shall at least include the following contents:
(I) name of the institution to provide financing;
(II) types of financing instruments;
(III) the amount, term and cost of the proposed financing;
(IV) purpose of funds obtained through financing;
(V) institutions providing guarantee for financing (if any);
(VI) other relevant contents.
Article 16 when financing, the company and its affiliated enterprises must sign a financing contract, which must comply with the provisions of laws, regulations and other normative documents. Relevant financing documents shall be signed by the company’s legal person or authorized person. See Guangdong Guanghong Holdings Co.Ltd(000529) contract management system for the signing business process of relevant contracts.
Article 17 the company and its affiliated enterprises can solve the problem of capital shortage through financial leasing according to business needs. When handling the financial leasing business, the company and its affiliated enterprises shall go through the relevant approval procedures with reference to the bank loan method, and manage the financial leasing assets with reference to the fixed assets management system.
Article 18 the finance department and the Securities Affairs Department of the company shall, according to the division of responsibilities, draft the proposal for issuing bonds and the preliminary issuance plan, and submit them level by level for approval according to the regulations. The content of the issuance plan shall include financing scale, financing purpose, financing period, financing interest rate and other elements.
Article 19 the securities issuing department or the financial service department of the company shall engage the relevant professional institutions to carry out the work in accordance with the requirements of Article 19.
Article 20 after obtaining the financing, the Finance Department of each enterprise shall handle the accounts in time. And calculate and pay interest regularly. Article 21 the Finance Department of the affiliated enterprise shall establish a financing management account and register the financing type, amount, term, interest rate, contract (or agreement) number, principal and interest repayment and other information one by one according to the financing situation. After being reviewed by the person in charge of the finance department at the same level, it shall be reported to Guangdong Guanghong Holdings Co.Ltd(000529) finance department on a monthly basis.
Article 22 the affiliated enterprise shall report the loan materials including relevant contracts to Guangdong Guanghong Holdings Co.Ltd(000529) finance department for filing within 5 working days after the signing of loan contract and guarantee contract.
Article 23 the company and its affiliated enterprises shall repay the principal and interest on schedule in accordance with the relevant contracts. If the loan of the affiliated enterprise needs to be extended, it shall submit the request for instructions on deferred repayment to Guangdong Guanghong Holdings Co.Ltd(000529) finance department one month in advance, detailing the reasons for the deferred repayment, the measures to be taken and the repayment plan.
Article 24 Guangdong Guanghong Holdings Co.Ltd(000529) finance department is responsible for supervising and managing the whole financing process of the company, and preparing the financing analysis report every year according to the changes of the company’s capital status and financial market, mainly including the financing and return of funds, interest payment, capital cost, overall implementation of financing budget and financing plan for the next year. After being reviewed by the person in charge of finance department, it shall be reported to the main leaders of the company, To provide decision-making basis.
Chapter V major event report and information disclosure
Article 25 the financing activities of the company and its affiliated enterprises shall perform the obligation of information disclosure in strict accordance with the securities law of the people’s Republic of China, the company law of the people’s Republic of China, other relevant laws and regulations and the articles of association. Article 26 affiliated enterprises shall follow the company’s information disclosure management measures. The company has the right to know all the information of its affiliated enterprises.
Article 27 the information provided by affiliated enterprises shall be true, accurate and complete, and shall be submitted to the Securities Department of the company at the first time for timely disclosure.
Chapter VI supplementary provisions
Article 28 matters not covered herein shall be implemented in accordance with relevant national laws, regulations and the articles of association. Article 29 the system shall come into force from the date of deliberation and approval by the board of directors of the company, and the same shall apply to modification. Article 30 the financial department of the company is responsible for the interpretation of this system.
