Anhui Huilong Agricultural Means Of Production .Co.Ltd(002556)
Management system for external financial assistance
Chapter I General Provisions
Article 1 Anhui Huilong Agricultural Means Of Production .Co.Ltd(002556) (hereinafter referred to as “the company”) in order to regulate the provision of financial assistance to foreign countries, prevent financial risks and ensure the stable operation of the company, This system is formulated in accordance with the relevant provisions of the securities law of the people’s Republic of China, the measures for the administration of information disclosure of listed companies, the stock listing rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, the Anhui Huilong Agricultural Means Of Production .Co.Ltd(002556) articles of Association (hereinafter referred to as the “articles of association”) and in combination with the actual situation of the company.
Article 2 the company’s external entrusted loans shall be implemented with reference to this system.
Article 3 the term “external financial assistance” as mentioned in this system refers to the acts of the company and its subordinate companies providing funds and entrusted loans with compensation or free of charge, except for the following circumstances:
(I) providing financial assistance is the main business of the company;
(II) the subsidy object is the subordinate companies within the scope of the company’s consolidated statements with a shareholding ratio of more than 50%. The financial assistance provided by the company to its subsidiaries formed by joint investment with related parties shall be implemented with reference to the provisions of this system.
Article 4 the company shall fully protect the legitimate rights and interests of shareholders, provide financial assistance to the outside world in accordance with the principle of equality and voluntariness, and the object receiving financial assistance shall provide sufficient guarantee to the company for financial assistance. Article 5 the company shall not provide financial assistance to controlling shareholders, actual controllers and their affiliates, directors, supervisors, senior managers and their affiliates.
If the company provides financial assistance to other related parties, regardless of the amount, it shall be submitted to the general meeting of shareholders for deliberation, and the related shareholders must avoid voting.
Article 6 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.
Chapter II approval authority and approval procedures
Article 7 the company’s external financial assistance must be reviewed by the board of directors or the general meeting of shareholders.
Article 8 where 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 and approval after being deliberated and approved by the board of directors:
(I) the latest audited asset liability ratio of the funded object exceeds 70%;
(II) the amount of single financial assistance or the cumulative amount of financial assistance provided within 12 consecutive months exceeds 10% of the company’s latest audited net assets;
(III) other circumstances stipulated by Shenzhen Stock Exchange or the articles of association.
Article 9 when the board of directors of the company reviews the provision of financial assistance to the outside world, it must obtain the consent of more than 2 / 3 of the directors present at the board of directors and make a resolution, and the related directors must withdraw from voting; When the number of votes is less than 3, it shall be directly submitted to the general meeting of shareholders for deliberation.
Article 10 when the board of directors of the company deliberates on financial assistance matters, the independent directors and recommendation institutions (if applicable) or independent financial advisers of the company shall express independent opinions on the legality and compliance of the matters, the impact on the rights and interests of the company and minority shareholders and the existing risks.
Article 11 Where other shareholders of the company’s subordinate companies have a related relationship with the company, the company shall provide financial assistance to them and shall also perform the review procedures and information disclosure obligations in accordance with the requirements of related party transactions.
Article 12 Where a company provides financial assistance such as funds to a subordinate company or joint-stock company whose shareholding ratio does not exceed 50%, the other shareholders of the subordinate company or joint-stock 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’s subordinate companies or joint-stock companies with the same conditions or proportion of capital contribution, they shall explain the reasons and disclose the counter guarantee and other measures that the company has required the above-mentioned other shareholders to take. If the company provides financial assistance such as funds for its subsidiaries and joint-stock companies, and one or more of the other joint-stock shareholders of the subsidiaries and joint-stock companies are the controlling shareholders, actual controllers and their affiliates of the company, the related shareholders shall provide financial assistance with the same conditions according to the proportion of capital contribution. If the related shareholder fails to provide financial assistance to the company’s subordinate companies or joint-stock companies with the same conditions or proportion of capital contribution, the company shall submit the above external financial assistance to the general meeting of shareholders for deliberation, and the shareholders associated with the matter shall withdraw from voting.
Chapter III operating procedures
Article 13 before providing external financial assistance, the finance department shall do a good job in the risk investigation of the object receiving financial assistance in terms of asset quality, operation, industry prospect, solvency and credit status; The audit department reviews the risk assessment provided by the finance department, and checks and supervises the compliance of financial assistance matters.
Article 14 after the board of directors or the general meeting of shareholders deliberates and approves the provision of financial assistance, the finance department shall go through the procedures of external financial assistance, the filing and management of relevant documents and other relevant matters, and do a good job in the follow-up tracking, supervision and other relevant work of the recipients of financial assistance.
Article 15 the securities investment department shall be responsible for the information disclosure of external financial assistance after it has been approved by the examination and approval authority procedures stipulated in this system.
Chapter IV information disclosure
Article 16 the company shall submit the following documents to Shenzhen Stock Exchange when disclosing the external financial assistance:
(I) announcement manuscript;
(II) draft of resolutions of the board of directors and announcement of resolutions;
(III) agreements related to this financial assistance;
(IV) opinions of independent directors;
(V) opinions of the recommendation institution or independent financial consultant (if applicable);
(VI) other documents required by Shenzhen Stock Exchange.
Article 17 the announcement of providing financial assistance to the outside world disclosed by the company shall announce the following contents within 2 trading days after the deliberation and approval of the board of directors of the company:
(I) overview of financial assistance matters, including the main contents of the financial assistance agreement, the purpose of funds and the approval procedures for financial assistance matters;
(II) the basic information of the funded object, including but not limited to the time of establishment, registered capital, controlling shareholder, actual controller, legal representative, main business, main financial indicators (at least including the audited total assets, total liabilities, shareholders’ equity attributable to the owner of the parent company, operating income, net profit attributable to the owner of the parent company, etc.) and credit information; Whether there is a related relationship with the company, and if so, the specific related situation shall be disclosed; The financial assistance provided by the company to the object in the previous fiscal year;
(III) risk prevention measures taken, including but not limited to whether the funded object or other third parties provide guarantee for financial assistance.
If a third party provides guarantee for financial assistance, it shall disclose the basic information of the third party and its guarantee performance ability;
(IV) where financial assistance is provided to a holding or participating subsidiary formed by joint investment with related parties, the basic information of other shareholders of the funded object, the relationship with the company and the performance of corresponding obligations according to the proportion of capital contribution shall be disclosed; If other shareholders fail to provide financial assistance to the holding or participating subsidiary according to the same conditions and proportion of capital contribution, they shall explain the reasons and the reasons why the interests of the company have not been damaged;
(V) opinions of the board of directors, mainly introducing the reasons for providing financial assistance, and disclosing the interests, risks and fairness of the financial assistance and the judgment of the board of directors on the debt repayment ability of the funded object on the basis of a comprehensive assessment of the asset quality, operation, industry prospect, solvency, credit status, third-party guarantee and performance ability of the funded object;
(VI) the company’s commitment not to use idle raised funds to supplement working capital temporarily, change the investment direction of raised funds to permanently supplement working capital, and permanently use the over raised funds to supplement working capital or repay bank loans within 12 months after providing financial assistance to the outside world;
(VII) opinions of independent directors, mainly expressing independent opinions on the necessity, legal compliance, fairness, impact on the rights and interests of the company and minority shareholders and existing risks of the matter;
(VIII) opinions of the recommendation institution or independent financial consultant, mainly expressing independent opinions on the legality, compliance, fairness and existing risks of the matter (if applicable);
(IX) the accumulated amount of financial assistance provided by the company and the amount overdue;
(x) other contents required by Shenzhen Stock Exchange.
Article 18 for the disclosed financial assistance, the company shall also timely disclose the relevant information and the measures to be taken in one of the following circumstances:
(I) the recipient of financial assistance fails to fulfill the repayment obligation in time after the debt is due;
(II) financial difficulties, insolvency, cash flow difficulties, bankruptcy, liquidation and other situations that seriously affect the repayment ability of the third party receiving financial assistance or providing guarantee for financial assistance;
(III) other circumstances recognized by Shenzhen Stock Exchange.
Chapter V supplementary provisions
Article 19 the provisions of this system shall apply to the external financial assistance provided by the company’s subsidiaries.
Article 20 matters not covered in this system shall be implemented in accordance with relevant laws, regulations, normative documents, articles of association and other relevant provisions.
Article 21 the right to interpret this system belongs to the board of directors of the company.
Article 22 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.
Anhui Huilong Agricultural Means Of Production .Co.Ltd(002556)
Board of directors
March 2022
