Anhui Huilong Agricultural Means Of Production .Co.Ltd(002556)
Management measures for major decisions
Article 1 in order to standardize the operation and decision-making management of Anhui Huilong Agricultural Means Of Production .Co.Ltd(002556) (hereinafter referred to as “the company”) and safeguard the overall interests of the company, these measures are formulated in accordance with the company law of the people’s Republic of China (hereinafter referred to as “the company law”), the Anhui Huilong Agricultural Means Of Production .Co.Ltd(002556) articles of Association (hereinafter referred to as “the articles of association”) and other relevant laws and regulations, and in combination with the actual situation of the company.
Article 2 major matters such as investment, external guarantee, purchase and sale of assets mentioned in these measures of the company’s wholly-owned subsidiaries, holding subsidiaries and their subsidiaries (hereinafter collectively referred to as “subsidiaries”) shall first be deliberated by the internal authorities of the subsidiaries (including but not limited to: the shareholders’ meeting, the board of directors, the chairman and the general manager) in accordance with the articles of association or other systems of the subsidiaries; After the review and approval by the internal competent authority of the subordinate company, the review shall be conducted by the internal competent authority of the company in accordance with the provisions of these measures.
Article 3 the “transaction” referred to in these Measures includes the following matters:
(I) purchase or sale of assets (excluding the purchase of raw materials, fuels and power, and the sale of products, commodities and other assets related to daily operation);
(II) foreign investment (including entrusted financial management, investment in subsidiaries, etc.);
(III) providing financial assistance (including entrusted loans);
(IV) provide guarantee;
(V) assets leased in or leased out;
(VI) entrusted or entrusted management of assets and businesses;
(VII) donated or donated assets;
(VIII) reorganization of creditor’s rights or debts;
(IX) sign a license agreement;
(x) transfer or transfer of research and development projects;
（11） Waiver of rights (including waiver of preemptive right, preemptive right to subscribe capital contribution, etc.);
（12） Other transactions recognized by Shenzhen Stock Exchange.
Article 4 the following transactions of the company shall be approved by the board of directors:
（1） If the total assets involved in the transaction of the company reach more than 10% of the total assets audited in the latest period, and the total assets involved in the transaction have both book value and assessed value, the higher shall prevail; （2） The net assets involved in the transaction of the company reach more than 10% of the latest audited net assets of the company, and the absolute amount exceeds 10 million yuan. If the net assets involved in the transaction have both book value and assessed value, the higher one shall prevail;
（3） The related main business income of the transaction subject matter (such as equity) of the company in the latest fiscal year reaches more than 10% of the audited main business income of the company in the latest fiscal year, and the absolute amount reaches more than 10 million yuan;
（4） The related net profit of the transaction subject matter (such as equity) of the company’s transaction in the latest accounting year reaches more than 10% of the audited net profit of the company in the latest accounting year, and the absolute amount reaches more than 1 million yuan;
（5） The transaction amount (including debts and expenses) of the company’s transactions reaches more than 10% of the company’s latest audited net assets, and the absolute amount reaches more than 10 million yuan;
（6） The profit generated by the transaction of the company reaches more than 10% of the audited net profit of the company in the latest fiscal year, and the absolute amount reaches more than 1 million yuan.
If the data involved in the above indicators is negative, the absolute value shall be taken for calculation.
Article 5 the following transactions of the company shall be approved by the general meeting of shareholders:
（1） If the total assets involved in the transaction of the company reach more than 50% of the total assets audited in the latest period, and the total assets involved in the transaction have both book value and assessed value, the higher shall prevail; （2） The net assets involved in the transaction object (such as equity) account for more than 50% of the latest audited net assets of the listed company, and the absolute amount exceeds 50 million yuan. If the net assets involved in the transaction have both book value and evaluation value, the higher one shall prevail;
（3） The company’s main business income of more than RMB 50 million in the most recent accounting year (for example, the amount of the main business of the audited company) accounts for more than RMB 50 million in the most recent accounting year;
（4） The related net profit of the transaction subject matter (such as equity) of the company in the latest accounting year accounts for more than 50% of the audited net profit of the company in the latest accounting year, and the absolute amount is more than 5 million yuan;
（5） The transaction amount of the company’s transactions (including debts and expenses) accounts for more than 50% of the company’s latest audited net assets, and the absolute amount is more than 50 million yuan;
（6） The profit generated from the transaction of the company accounts for more than 50% of the audited net profit of the joint stock company in the latest fiscal year, and the absolute amount is more than 5 million yuan.
If the data involved in the above indicators is negative, the absolute value shall be taken for calculation.
Article 6 if the subject matter of the transaction is the equity of the company, the company shall employ an accounting firm qualified to engage in Securities and futures related business to audit the financial and accounting report of the subject matter of the transaction in the latest year. The audit deadline shall not exceed 6 months from the date of signing the agreement; If the subject matter of the transaction is other assets other than equity, the company shall employ an asset appraisal institution qualified to engage in Securities and futures related business to conduct the appraisal. The benchmark date of the appraisal shall not exceed one year from the date of signing the agreement.
Article 7 when the company is involved in providing guarantee, it shall submit it to the board of directors or the general meeting of shareholders for deliberation in accordance with the examination and approval authority specified in the measures for the administration of external guarantee of the company.
Article 8 where the company is involved in connected transactions, it shall be submitted to the board of directors or the general meeting of shareholders for deliberation in accordance with the examination and approval authority specified in the formulated system of connected transactions of the company.
Article 9 Where the company is involved in financial assistance, it shall be submitted to the board of directors or the general meeting of shareholders for deliberation in accordance with the examination and approval authority specified in the management system for external financial assistance provided by the company.
Article 10 the authority to sign business contracts shall be implemented in accordance with the company’s internal rules and regulations.
Article 11 the general meeting of shareholders is the highest authority of the company. The board of directors shall be responsible for making decisions on the company’s major business and management activities according to the resolutions of the general meeting of shareholders, and the general manager shall be responsible for the main person in charge of implementing major transactions
Article 12 the board of supervisors of the company has the right to supervise the above matters and their process, put forward corrective opinions on violations in time, put forward special reports on major problems, and submit them to the corresponding approval authority for handling. The board of supervisors may report directly to the general meeting of shareholders when it deems it necessary.
Article 13 the independent directors of the company have the right to supervise the above related matters and their processes, and the relevant personnel of the company shall not interfere with their independent exercise of their functions and powers.
Article 14 the terms “above”, “within” and “below” in these measures include this number; “Less than”, “other than”, “less than” and “more than” do not include this number.
Article 15 matters not covered in these Measures shall be implemented in accordance with relevant laws, regulations, normative documents, articles of association and other relevant provisions.
Article 16 the power of interpretation of these measures belongs to the board of directors of the company.
Article 17 these Measures shall come into force as of the date of deliberation and approval by the general meeting of shareholders of the company, and the same shall apply when amending.
Anhui Huilong Agricultural Means Of Production .Co.Ltd(002556) board of directors
March 2022
