Zhejiang Jiahua Energy Chemical Industry Co.Ltd(600273)
External donation management system
March, 2002
Chapter I General Provisions
Article 1 in order to further regulate the donation of Zhejiang Jiahua Energy Chemical Industry Co.Ltd(600273) (hereinafter referred to as “the company”), strengthen the management of the company’s external donation, and better perform the company’s social responsibilities and civic obligations 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 donation law of the people’s Republic of China for public welfare undertakings, the stock listing rules of Shanghai Stock Exchange and other laws and regulations This system is formulated in accordance with the relevant provisions of administrative regulations, normative documents and Zhejiang Jiahua Energy Chemical Industry Co.Ltd(600273) articles of association and the actual situation of the company.
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. The company has the right to require the recipient to implement his legitimate donation will. 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.
Chapter III Scope of external donation
Article 9 the legal property that the company can use for external donation includes cash, physical assets, etc.
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 unless the state and local governments have special regulations on donation projects, the company’s external donations shall be made through charities, other public welfare institutions or government departments established according to law.
The sponsorship of companies, organizations or individuals shall be rejected according to law.
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; 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 13 the company shall not give donations to the company’s internal employees, the company and its controlling shareholders, actual controllers, directors, supervisors and senior managers who 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 general meeting of shareholders of the company authorizes the board of directors to donate to other countries:
If the amount of a single donation or the cumulative total donation within 12 consecutive months exceeds 1 million yuan and is less than 5 million yuan, it shall be approved by the board of directors of the company; If the amount of a single donation or the cumulative total donation within 12 consecutive months exceeds 5 million yuan or more, it shall be implemented after being approved by the general meeting of shareholders of the company; External donations that fail to meet the criteria for submission to the board of directors for deliberation shall be submitted to the chairman for approval after deliberation by the general manager’s office meeting.
If the previous donation within 12 consecutive months has fulfilled the relevant review procedures in accordance with the above provisions, it will not be included in the relevant cumulative calculation scope; The “cumulative amount” mentioned in this clause includes the donation amount of the company and its subsidiaries in the same period.
Foreign investment, domestic investment, acquisition and sale of assets, financing loans, asset mortgage, financial assistance, external donation and other transactions exceed the approval authority of the board of directors specified in this article, or although they do not exceed the approval authority of the board of directors, they have reached the standards that should be submitted to the general meeting of shareholders for deliberation and approval specified in articles 41, 42 and 43 of the articles of association, or when the board of directors deems it necessary, The transaction shall be submitted to the general meeting of shareholders for deliberation and approval after being deliberated and approved by the board of directors.
Article 16 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 15 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 17 as the handling department of external donation activities, the party masses work department of the company shall perform the following duties: (I) put forward the proposal of external donation of the company;
(II) guide the subsidiaries to carry out external donation activities;
(III) establish a company wide external donation account.
Article 18 the financial center 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.
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 party masses work department of the company shall immediately notify the office of the board of directors after the donation plan is approved. The office of the board of directors shall report to the Secretary of the board of directors after the donation amount reaches the information disclosure standard, and the Secretary of the board of directors shall disclose it according to law.
Chapter VI external information disclosure
Article 21 if the amount of a single donation and the accumulated donation amount in the past 12 months of the company 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 assessed value, whichever is higher) account for more than 10% of the latest audited total assets of the listed company 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 listed company in the latest fiscal year and exceeds 1 million yuan.
Article 22 for the external donation approved by the company, the party masses work department of the company shall establish an account for unified registration and 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 branch management department of the company for the record.
Article 23 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 VII supplementary provisions
Article 24 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 25 the system shall be revised and interpreted by the board of directors of the company. Article 26 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.
Zhejiang Jiahua Energy Chemical Industry Co.Ltd(600273) March 2002
