Chengdu Jafaantai Education Technology Co.Ltd(300559)
Entrusted financial management system
(April 2022)
Chapter I General Provisions
Article 1 to strengthen and standardize Chengdu Jafaantai Education Technology Co.Ltd(300559) (hereinafter referred to as “the company”)
The management of entrusted financial management matters, ensuring the safety of the company’s funds and property, effectively preventing and controlling risks, improving investment income and safeguarding the interests of the company and shareholders, in accordance with the securities law of the people’s Republic of China, the Listing Rules of Shenzhen Stock Exchange on the gem (hereinafter referred to as the Listing Rules), the guidelines for self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of listed companies on the gem This system is formulated in accordance with the relevant provisions of Chengdu Jafaantai Education Technology Co.Ltd(300559) foreign investment management system (hereinafter referred to as “foreign investment management system”) and the articles of association and other laws, regulations and normative documents, and in combination with the actual situation of the company.
Article 2 the term “entrusted financial management” as mentioned in this system refers to the management of investment risk under the permission of national policies
On the premise of improving the efficiency of capital use and increasing the income of cash assets, the company entrusts professional financial institutions such as banks, trusts, securities, funds, futures, insurance asset management institutions, financial asset investment companies and private fund managers to invest and manage the company’s property or purchase relevant financial products.
Article 3 this system is applicable to the company, wholly-owned subsidiaries and holding subsidiaries.
Article 4 when engaging in entrusted financial management, the company adheres to “standardized operation, risk prevention, prudent investment, value preservation and appreciation”
On the premise that it will not affect the normal operation of the company and the development of its main business. The company shall abide by the following provisions when engaging in entrusted financial management:
(I) the funds entrusted for financial management are the idle self owned funds of the company, which shall not affect the normal business activities of the company. If the company uses idle raised funds or over raised funds, this system is not applicable and shall be implemented in accordance with the special management system for Chengdu Jafaantai Education Technology Co.Ltd(300559) raised funds.
(II) the company shall select qualified professional financial institutions with good credit and financial conditions, no bad credit records and strong profitability as the trustee, and sign a written contract with the trustee to clarify the amount, term, investment variety, rights, obligations and legal liabilities of both parties.
(III) a financial product account must be established in the name of the company, and the account of others shall not be used for entrusted financial management
matter.
Chapter II approval authority and Implementation
Article 5 the amount of entrusted financial management accounts for more than 10% of the company’s latest audited net assets and the absolute amount exceeds 1000 yuan
If the investment is RMB 10000 yuan, it shall be deliberated and approved by the board of directors before investment, and the obligation of information disclosure shall be performed in time. If the amount of entrusted financial management accounts for more than 50% of the company’s latest audited net assets and the absolute amount exceeds 50 million yuan, it shall also be submitted to the general meeting of shareholders for deliberation.
Article 6 the company can reasonably predict the scope, amount and period of entrusted financial management in the next 12 months, and the provisions of Article 5 shall apply according to the amount of entrusted financial management. The service life of the relevant limit shall not exceed 12 months, and the transaction amount at any point in the period (including the relevant amount of reinvestment of the income of the above investment) shall not exceed the entrusted financial management limit.
Article 7 if the company has entrusted financial management for 12 consecutive months, the maximum balance in that period shall be the transaction amount, and the provisions of Article 5 shall apply.
Article 8 the entrusting party shall conduct financial transactions with the related party prudently. In case of entrusted financial management between the company and related parties, the amount of entrusted financial management shall also be taken as the calculation standard, and the relevant provisions on connected transactions in the articles of association shall apply. Those who have fulfilled relevant obligations in accordance with the provisions will not be included in the relevant cumulative calculation scope.
Article 9 the financial department of the company is the management and implementation Department of the company’s entrusted financial management, which is responsible for the entrusted financial management planning, the handling and daily management of the business of entrusted financial products, the financial accounting of entrusted financial products, the filing and safekeeping of relevant materials, etc. The main functions include:
(I) be responsible for pre investment demonstration, feasibility analysis of the capital source, investment scale and expected income of entrusted financial management, risk assessment of the trustee’s credit and investment varieties, and hire external professional institutions to provide investment consulting services when necessary.
(II) be responsible for implementing risk control measures and timely reporting to the board of directors in case of abnormalities.
(III) be responsible for tracking the investment funds and due income, and ensure that the funds and income arrive in full and on time. When the entrusted financial management is completed, obtain the corresponding investment certificate or other valid vouchers in time, keep accounts in time, and file the signed contracts and agreements as important business materials in time.
Article 10 the entrusted financial management plan approved by the board of directors or the general meeting of shareholders shall be implemented according to the following procedures during the specific operation
that ‘s ok:
If the investor is a holding subsidiary, the holding subsidiary shall submit an investment application to the financial department of the company
Including capital source, investment scale, expected income, trustee’s credit, investment variety, investment period, etc. the financial department of the company conducts risk assessment and feasibility analysis on the investment application of holding subsidiaries.
If the client is the headquarters of the company, the financial department shall directly conduct risk assessment and feasibility analysis. If the total investment reaches the authority of the board of directors, it shall be implemented after approval according to relevant procedures.
When considering the entrusted financial management, the board of directors of the company shall pay full attention to whether the approval power of entrusted financial management is delegated to the directors or senior managers, whether the relevant risk control measures are sound and effective, and whether the trustee’s integrity record, operating status and financial status are good, and timely disclose the information.
Chapter III Supervision and risk control
Article 11 the responsible person designated by the Finance Department of the company shall track the use progress and investment safety of the entrusted financial management funds, and report in time in case of any of the following circumstances, so that the company can take effective measures to recover the funds immediately, avoid or reduce the losses of the company, and disclose the relevant progress in time:
(I) financial products fail to be raised, fail to complete filing and registration, terminate in advance, and cannot be recovered upon expiration;
(II) change of main terms of financial product agreement or relevant guarantee contract;
(III) major risk events occur in the operation or financial status of the trustee or fund user;
(IV) other circumstances that may damage the interests of the listed company or have important impact.
Article 12 the financial department of the company shall, in accordance with the relevant provisions of the accounting standards for business enterprises, conduct daily accounting for the entrusted financial management business of the company and correctly present it in the financial statements.
Article 13 the internal audit department of the company is the supervision department of entrusted financial management business. The internal audit department shall supervise and audit the entrusted financial management business of the company, review the approval, actual operation, fund use, profit and loss of the entrusted financial management business, urge the financial department to handle the accounts in time and verify the accounting treatment. It is forbidden to transfer the funds transferred from the entrusted financial account in the name of individuals, and prohibit the withdrawal of cash from the entrusted financial account. It is strictly prohibited to lend entrusted financial management accounts, use other investment accounts and off account investments.
Article 14 independent directors can inspect the entrusted financial management, and have the right to appoint an independent external audit institution to conduct special audit of entrusted financial management upon the proposal of more than half of the independent directors if necessary.
Article 15 the board of supervisors of the company has the right to regularly or irregularly inspect the entrusted financial management of the company. When necessary, the board of supervisors may employ professional institutions such as accounting firms to assist its work.
Article 16 the specific executors of the company’s entrusted financial management and other informed personnel shall not disclose the company’s investment to other individuals or organizations before the public disclosure of relevant information, unless otherwise provided by laws, regulations or normative documents.
Article 17 the company shall disclose the risk control and profit and loss of entrusted financial management during the reporting period in the periodic report. Article 18 where the company suffers losses or gains lower than expected due to violation of relevant laws and regulations, this system and other provisions of the company or due to lack of due diligence, relevant personnel will be investigated for responsibility according to the specific circumstances.
Chapter IV supplementary provisions
Article 19 the terms “above”, “within” and “below” in this system include this number; “Over”
“Dissatisfaction”, “insufficient” and “other than” do not include this number.
Article 20 matters not covered in this system shall be implemented in accordance with the relevant laws and regulations of the state, the Listing Rules of gem shares of Shenzhen Stock Exchange, the articles of association and other normative documents. In case of any inconsistency between this system and relevant laws and regulations, the GEM Listing Rules of Shenzhen Stock Exchange or the articles of association, the relevant laws and regulations, the GEM Listing Rules of Shenzhen Stock Exchange or the articles of association shall prevail.
Article 21 this system shall come into force from the date of adoption by the board of directors.
Article 22 the system shall be interpreted and revised by the board of directors of the company.
