Foshan Nationstar Optoelectronics Co.Ltd(002449)
Management system for external financial assistance
Chapter I General Provisions
Article 1 in order to regulate the financial assistance provided by Foshan Nationstar Optoelectronics Co.Ltd(002449) (hereinafter referred to as “the company”), prevent financial risks and improve corporate governance and internal control management, in accordance with the securities law of the people’s Republic of China, the measures for the administration of information disclosure of listed companies and the stock listing rules of Shenzhen Stock Exchange This system is formulated in accordance with the relevant provisions of laws, regulations and normative documents such as the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board.
Article 2 the term “external financial assistance” as mentioned in this system refers to the acts of the company and its holding subsidiaries providing funds and entrusted loans with compensation or free of charge. Except for the following circumstances:
(I) the company’s main business is to provide loans, loans and other financing services;
(II) 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%, and the other shareholders of the holding subsidiary do not include the controlling shareholders, actual controllers and their affiliates of the listed company;
(III) other circumstances recognized by the CSRC or the Shenzhen Stock Exchange.
Article 3 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 4 the company shall fully protect the legitimate rights and interests of shareholders, follow the principle of equality and voluntariness in providing external financial assistance, and the object receiving financial assistance shall provide guarantee (or other third party shall provide guarantee for financial assistance matters). Where a third party provides guarantee for financial assistance, it shall disclose the basic information of the third party and its guarantee performance ability.
Chapter II examination and approval authority and procedures for external financial assistance
Article 5 the company’s external financial assistance must be reviewed by the board of directors or the general meeting of shareholders.
Article 6 the company shall not provide financial assistance to related parties. If other shareholders of the company’s affiliated joint-stock company (excluding the controlling shareholder, actual controller and the subject controlled by its affiliated persons) 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. When the board of directors deliberates the financial assistance, it shall be deliberated and approved by more than half of all non affiliated directors, It shall be reviewed 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.
In addition to the circumstances specified in the preceding paragraph, if the company provides financial assistance to a holding subsidiary or joint-stock company, other shareholders of the 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 with the same conditions or proportion of capital contribution, they shall explain the reasons and the reasons why the interests of the listed company have not been damaged, and whether the listed company has required the above-mentioned other shareholders to provide corresponding guarantees.
Article 7 when the board of directors of the company deliberates on the provision of external financial assistance, it shall not only be deliberated and approved by more than half of all directors, but also be deliberated and approved by more than two-thirds of the directors attending the meeting of the board of directors, and the related directors must withdraw from voting. Article 8 when the board of directors of the company considers the provision of financial assistance to the outside world, the independent directors and the recommendation institution (if any) of the company shall express independent opinions on the necessity, fairness, legality and compliance, impact on the rights and interests of the company and minority shareholders and existing risks of the matter.
Article 9 if the company’s external financial assistance falls into one of the following circumstances, it shall be submitted to the general meeting of shareholders for deliberation after being deliberated and approved by the board of directors:
(I) the amount of single financial assistance exceeds 10% of the latest audited net assets of the listed company;
(II) the latest financial statement data of the funded object shows the assets and liabilities
(III) the cumulative amount of financial assistance in the last 12 months exceeds 10% of the latest audited net assets of the listed company;
(IV) other circumstances stipulated by Shenzhen Stock Exchange or the articles of association. Article 10 after the expiration of the agreed period for the company to provide financial assistance, if the company intends to continue to provide financial assistance to the same object, it shall be regarded as a new act of providing financial assistance, and the corresponding approval procedures shall be performed again.
Chapter III management procedures for external financial assistance
Article 11 the recipients of subsidies shall meet the following credit conditions:
(I) it is an independent enterprise legal person established and effectively existing according to law, with good business reputation and economic strength, and there is no need to terminate (natural persons should have full civil capacity, good credit, stable economic income and repayment ability);
(II) the asset liability ratio is below 70%;
(III) clear property right relationship;
(IV) if the company has provided financial assistance for it, and there are no overdue debts, arrears of interest, etc;
(V) all materials provided are true, complete and effective;
(VI) provide a guarantee approved by the company, and the guarantor shall have actual bearing capacity;
(VII) there are no other legal risks.
(VIII) other conditions recognized by the company.
Article 12 before providing external 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, solvency and credit status. The legal compliance department of the company shall review the compliance and rationality of the financial assistance provided, the repayment ability of the funded party and the effectiveness of the guarantee measures.
Article 13 after the approval of the information disclosure system, the financial department of the company shall be responsible for the implementation of the relevant information disclosure obligations after the approval of the information disclosure system by the board of directors.
Article 14 the financial department of the company is the daily management department of external financial assistance. After being deliberated and approved by the board of directors or the general meeting of shareholders, it is responsible for handling the procedures of external financial assistance, and doing a good job in the follow-up tracking, supervision and other related work of the funded objects. In case of any of the following circumstances, the financial department of the company shall timely report to the chairman and President, and inform the Secretary of the board of directors. After knowing it, the company shall timely disclose the relevant situation and the remedial measures to be taken, 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 identified by Shenzhen Stock Exchange.
Before the overdue financial assistance is recovered, the company shall not provide additional financial assistance to the same object.
Article 15 the company shall not use the raised funds to provide financial assistance to others, nor provide financial assistance to others in the form of operating capital transactions in a disguised form, nor evade the deliberation procedures and information disclosure obligations that should be performed in the purchase of assets or foreign investment in the name of entrusted financial management or other investment, or provide financial assistance to others in a disguised form.
Article 16 the company shall timely perform the obligation of information disclosure in strict accordance with the requirements of Shenzhen Stock Exchange and the provisions of this system when providing external financial assistance.
Chapter IV punishment
Article 17 in case of providing external financial assistance in violation of the provisions of this system and causing losses or adverse effects to the company, the board of directors shall appoint the relevant responsible person, take accountability measures according to the seriousness of the circumstances, give the responsible person criticism, warning, demerit recording, compensation for losses, or even remove him from his post. If the circumstances are serious and involve a crime, he shall be transferred to the judicial organ for handling according to law.
Chapter V supplementary provisions
Article 18 the provisions of this system shall apply to the financial assistance provided by the holding subsidiaries of the company.
Article 19 matters not covered in this system or in conflict with relevant laws, regulations and normative documents shall be handled in accordance with relevant laws, regulations and normative documents. Article 20 the system shall be interpreted and revised by the board of directors of the company.
Article 21 the system shall come into force from the date of deliberation and adoption by the board of directors.
