Yantai Tayho Advanced Materials Co.Ltd(002254)
High risk business management measures
Chapter I General Provisions
Article 1 in order to strengthen the management of high-risk business of Yantai Tayho Advanced Materials Co.Ltd(002254) (hereinafter referred to as “the company”), standardize the behavior of venture capital, prevent investment risks, improve and improve the management mechanism of high-risk investment and ensure the safety of the company’s assets, in accordance with the company law, the securities law, the standards for the governance of listed companies and the stock listing rules of Shenzhen Stock Exchange This system is formulated in accordance with the provisions of laws, regulations and the articles of association, such as the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 7 – transactions and related party transactions, with reference to the relevant requirements of the guiding opinions of Yantai SASAC on the management of high-risk business of municipal managed enterprises, and in combination with the actual situation of this company.
Article 2 the “high-risk business” mentioned in this system refers to the various business activities involving financial business and its derivatives transactions that the company may engage in in in the future with high risk and easy to incur large losses, including stock, public funds, bond (including convertible bonds and exchangeable bonds, the same below), investment, entrusted wealth management, entrusted loans, foreign exchange trading, futures, options, forward contracts Financial derivatives such as swap contracts and their product portfolios (including financial derivatives purchased by overseas institutions through banks), bulk commodity trading and other investment businesses. Stock and public fund investment mainly refers to the company’s trading of tradable shares, public funds and other products of other listed companies in domestic and foreign stock exchanges or other securities trading institutions, excluding the equity investment calculated by the company in the long-term investment subject for the purpose of equity participation and holding, the moderate equity investment of enterprises with influence on the industrial chain, and the joint investment of private equity funds established with professional investment institutions.
Entrusted financial management mainly refers to the behavior that the company entrusts banks, trusts, securities, funds, futures, insurance asset management institutions, financial asset investment companies, private securities fund managers and other professional financial management institutions to invest and manage their property or purchase relevant financial products, excluding cash management and financial assistance between the company and the ownership enterprises and between the ownership enterprises.
Entrusted loans mainly refer to the loans provided by the company as the principal and issued, supervised and recovered by the lender (i.e. the trustee, usually a commercial bank) according to the loan object, purpose, amount, term, interest rate, etc. determined by the principal, excluding the financial assistance between the company and the ownership enterprises and between the ownership enterprises.
Bond investment mainly refers to the company’s purchase and sale of bonds of other listed companies in domestic and foreign stock exchanges or other securities trading institutions, including convertible bonds and exchangeable bonds of other listed companies, excluding bond investment calculated in the long-term investment subject for the purpose of obtaining interest on maturity, and investment in treasury bond (bond) reverse repurchase products for idle fund financing.
Foreign exchange trading mainly refers to the company’s foreign exchange trading business in domestic and foreign exchange trading markets, excluding the company’s foreign exchange trading or foreign exchange settlement business under the background of normal trade.
Financial derivatives trading mainly refers to the company’s financial futures and derivatives trading in various domestic and foreign exchanges (including OTC), including futures and derivatives trading such as foreign exchange, interest rate and index.
Bulk commodity trading business refers to the trading business of bulk commodity wholesale market specializing in hedging of electronic trading transactions.
Article 3 the company shall strictly control and standardize the management of high-risk investment business in accordance with the requirements of relevant national laws, regulations, normative documents and the articles of association, in combination with the actual situation of the company’s business characteristics and affordability, and in line with the policy of “prudent decision-making, standardized operation, risk avoidance and effectiveness”, and establish financial accounting methods for investment business suitable for the company’s business characteristics and management requirements, Clarify the control methods, measures and procedures of investment business authorization, decision-making, implementation, disposal, fund management, financial accounting and other links, and set up corresponding records and vouchers to truthfully record the business development of each link, so as to ensure that the whole process of high-risk investment business is effectively controlled.
Article 4 the company shall not use the raised funds to directly or indirectly invest in high-risk businesses, nor shall it directly or indirectly invest in companies whose main business is the trading of securities.
The company shall not make securities investment, derivatives trading and other high-risk investments within 12 months after using the over raised funds to repay bank loans or permanently supplement working capital.
Chapter II high risk business control norms
Section 1 basic principles
Article 5 the internal control norms of high-risk investment business shall follow the following basic principles:
(I) principle of legality: the internal control norms of high-risk investment business shall comply with the relevant national laws and regulations, the articles of association and this system.
(II) the principle of comprehensiveness: the internal control norms of high-risk investment business should cover all economic businesses and relevant posts involved in venture capital business in the company, and implement the key control points in the process of business processing to decision-making, implementation, supervision, feedback and other links.
(III) principle of Independence: the company shall establish institutions and posts that can fully meet the operation needs of high-risk investment business, and maintain relative independence in the functions of each institution, department and post.
(IV) principle of checks and balances: the establishment of internal institutions and posts must have clear rights and responsibilities, contain each other, and eliminate the blind spots in the control of high-risk investment business through practical and feasible mutual restriction measures.
(V) benefit principle: the control standard of high-risk investment business should follow the cost-benefit principle to achieve good control effect by controlling the cost reasonably.
(VI) principle of timeliness: the formulation of high-risk investment business control norms should be forward-looking, and must be timely modified or improved with the changes of the company’s internal environment such as business strategy, business policy and business philosophy and the changes of national laws, regulations, policies and systems.
Section II post responsibilities
Article 6 the company shall establish a strict post responsibility system for high-risk investment business, clarify the responsibilities and authorities of relevant institutions and posts, and separate, restrict and supervise decision-making, implementation and fund management. It is strictly prohibited for the same department or individual to handle the whole process of high-risk investment business, and it is strictly prohibited for departments and personnel not authorized by the general meeting of shareholders or the board of directors to handle high-risk investment business.
Article 7 the personnel of the company performing high-risk investment business shall have good professional ethics and professional knowledge in finance, investment, finance and law.
Article 8 the board of directors of the company is responsible for the establishment, improvement and effective implementation of the financial accounting and internal control of the company’s high-risk investment business.
Article 9 when engaging in high-risk investment business, the company shall establish a specific operation Department to carry out relevant business. Article 10 the specific operation Department of the company engaged in high-risk investment business shall regularly report to the board of directors on the investment scale, investment plan, investment profit and loss, investment result analysis, etc.
Section III basic requirements
Article 11 when the company engages in high-risk investment business, it shall be implemented after examination and approval in accordance with the specific authority of the general meeting of shareholders, the board of directors and the management.
Article 12 for the high-risk business conducted by the company within the scope of national regulations and policies, the company shall establish a standardized decision-making mechanism, authorization and approval, joint signing responsibility system, regular report, regular internal audit, risk early warning and other systems, establish a scientific operation decision-making mechanism, risk loss treatment plan and strict accountability system, and improve the decision-making, supervision and management system of high-risk investment business.
(I) establish a standardized decision-making mechanism for high-risk investment business: for high-risk investment business activities that have a significant impact on the survival and development of the company, the company shall conduct full demonstration and feasibility study in strict accordance with the internal control procedures. After the collective discussion of the board of directors and the approval and signing of resolutions by all directors, the company shall establish complete meeting minutes, containing the meeting proposals and the personal opinions of participants, and sign for future reference, Form a traceable accountability system for leadership decision-making.
(II) establish a standardized authorization and approval system: when engaging in high-risk investment business activities, the company shall clarify the authorization and approval methods, authorities, procedures, responsibilities and relevant control measures of the company’s legal representative, formulate the scope of responsibilities and work requirements of the handling personnel in each link, and strictly enforce the authorization and approval procedures of high-risk financial investment activities.
(III) establish a regular reporting system: when engaging in high-risk investment business activities, the company shall regularly report the basic information, risk evaluation and internal control management to the board of directors and the board of supervisors of the company.
(IV) the board of supervisors, internal audit and other supervision departments of the company shall regularly carry out supervision and inspection on the implementation of high-risk investment business management and internal control system to ensure the implementation of high-risk control mechanism.
(V) establish venture capital early warning mechanism: when engaging in high-risk investment business activities, the company shall strictly formulate management rules and operating procedures according to the nature and characteristics of high-risk investment business, strengthen tracking and monitoring of high-risk investment business, clearly reveal the possible risk points of different businesses, and formulate response plans for venture capital losses.
(VI) establish accountability system for business risk loss: when the company is engaged in high-risk investment business activities, it shall establish a strict accountability system for business risk loss and a traceable accountability system for leadership decision-making. (VII) establish the supervision and inspection system of business risk control: when the company is engaged in high-risk investment business activities, it shall establish and improve the supervision and inspection mechanism of internal business risk control according to relevant requirements.
Article 13 when engaging in high-risk investment business activities, the company shall strengthen the financial supervision and financial inspection of high-risk investment business, and make clear provisions on the capital scale, capital source, capital application, accounting treatment, accounting and loss balance point of high-risk investment business. The business scale shall not exceed the actual bearing capacity of the company, The provision for impairment shall be made in strict accordance with the relevant provisions of the national financial and accounting system to objectively and truly reflect the profits and losses of the company engaged in venture capital business.
Article 14 the company shall strengthen the centralized and unified management of high-risk investment business. The Audit Department of the company shall regularly conduct special audit on high-risk business. The holding and participating subsidiaries of the company shall not engage in high-risk investment business without authorization.
Article 15 it is prohibited for companies to carry out high-risk investment business in the name of individuals to ensure the standardized operation of venture capital business.
Section 4 stock and fund investment business
Article 16 the company shall not engage in the investment and trading business of non equity investment stocks and public funds for the purpose of earning the price difference in the secondary market, increase the shares of its listed company, share repurchase or reduction, share allotment, participate in the private placement business, and acquire the shares of other listed companies according to the enterprise development strategy and plan Participating in the private placement and other equity stock investment business of other listed companies shall be carried out in accordance with the relevant provisions of the state.
Article 17 when investing in equity stocks, the company shall submit the proposed investment amount to the board of directors or the general meeting of shareholders for deliberation:
(1) A single equity stock investment with an amount less than 20% of the absolute value of the company’s latest audited net assets shall be submitted to the board of directors for deliberation.
(2) Equity stock investments exceeding 20% of the absolute value of the company’s latest audited net assets shall also be submitted to the general meeting of shareholders for deliberation.
Article 18 when the board of Directors considers investment matters such as equity stocks, the directors shall pay full attention to whether the listed company has established a special internal control system, whether the investment risk is controllable and whether the risk control measures are effective, whether the investment scale affects the normal operation of the company, whether the source of funds is its own funds, and whether there is investment in violation of regulations.
Article 19 the management department of the company’s equity investment business is the securities department, and the audit department is responsible for the supervision and risk control of equity investment.
When investing in private equity funds, the company shall require the private equity fund manager to establish a complete internal control system and risk management system.
Section V entrusted financial management and bond investment business
Article 20 in principle, the company shall not engage in entrusted financial management and bond investment (except treasury bonds) business except for the purchase of Principal Guaranteed structured deposits and other financial products. If it is necessary to implement the above business, it shall submit it to the board of directors or the general meeting of shareholders for review according to the amount of proposed investment:
(1) The entrusted financial management or bond investment with a single amount less than 20% of the absolute value of the company’s latest audited net assets shall be submitted to the board of directors of the company for deliberation.
(2) Entrusted financial management or bond investment exceeding 20% of the absolute value of the company’s latest audited net assets shall be submitted to the general meeting of shareholders for deliberation.
Among them, the fixed income or principal guaranteed financial products issued by commercial banks or securities companies are not within the limits of entrusted financial management in this section, and the purchase of treasury bonds or guaranteed bonds, treasury bonds or bond repurchase of Shanghai or Shenzhen Stock Exchange are not within the limits of bond investment business in this section.
Article 21 when the board of Directors considers the entrusted financial management matters, the directors shall pay full attention to whether the approval power of the entrusted financial management is delegated to the directors or senior managers, whether the relevant risk control systems and measures are sound and effective, and whether the trustee’s integrity record, operation status and financial status are good.
Article 22 the management department of the company’s entrusted wealth management and bond investment business is the finance department, and the audit department is responsible for the supervision and risk control of the entrusted wealth management business.
When carrying out entrusted financial management business, the company shall investigate and evaluate the trustee’s credit status and require the trustee to provide relevant materials. The entrusted wealth management trustee must be a bank, trust and investment company, securities company, fund management company and other financial institution approved by the CSRC or the CBRC to have the qualification certificate of customer asset management business and fund trust business.
The company shall choose a financial institution with good reputation, strong financial strength and good performance of financial management on behalf of customers as the trustee.
Article 23 when carrying out entrusted financial management business, the company shall sign a entrusted financial management contract with the trustee. The contents of the entrusted financial management contract or agreement shall not violate the prohibitive provisions of the law.
Article 24 the company shall set up stock accounts and capital accounts in the name of the company, and carry out entrusted investment management through the company’s accounts, and shall regularly monitor the stock accounts and capital accounts to prevent the trustee from misappropriating funds and securities.
Section VI entrusted loan
Article 25 the entrusted loan business of the company shall be carried out in accordance with the relevant provisions of the management system for external financial assistance
