External donation management system
Chapter I General Provisions
Article 1 in order to actively participate in social public welfare and philanthropy, better fulfill social responsibilities, further standardize the donation of Blue Sail Medical Co.Ltd(002382) (hereinafter referred to as “the company”), strengthen the management of donation matters, and fully safeguard the interests of shareholders, creditors and employees, according to the law of the people’s Republic of China on donation to public welfare undertakings, the company law of the people’s Republic of China and other laws This system is formulated in accordance with the relevant provisions of laws and regulations and the Blue Sail Medical Co.Ltd(002382) articles of Association (hereinafter referred to as the “articles of association”).
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.
Chapter II principles of external donation
Article 4 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 5 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.
Rule 6: act according to your strength. 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 donation or affect the normal production and operation of the company, it shall not donate to other countries except under special circumstances.
Article 7 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 and object of external donation
Article 8 scope of external donation:
(I) public welfare donation refers to the donation to health care, education, science, culture, sports, environmental protection and social public facilities.
(II) relief donation refers to the donation for production, life relief and relief provided to areas suffering from natural disasters or “old, young, border and poor” recognized by the state, as well as social organizations such as charitable associations, the Red Cross, disabled persons’ federations and youth foundations, or social vulnerable groups and individuals in difficulty.
(III) other donations, that is, in addition to the above donations, other donations in line with the company’s corporate values for the purpose of promoting humanitarianism or promoting social development and progress.
Article 9 the beneficiaries of the company’s external donations shall be public welfare social organizations, public welfare non-profit institutions, government departments, social vulnerable groups or individuals. 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 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 10 the company shall not give donations to units or individuals that have a controlling or controlled relationship with the company in terms of shares, operation or finance.
Chapter IV scope of assets donated to foreign countries
Article 11 the assets that the company can use for external donation include cash and physical assets (including inventory goods, fixed assets and other tangible assets). The donated material objects shall have use value and meet the standards of safety, sanitation and environmental protection. Major fixed assets, state financial appropriations, equity and creditor’s rights held by the company, entrusted property, property with security interests, property with unclear ownership relationship, or deteriorated, damaged, expired and scrapped commodities and materials required for the production and operation of the company shall not be used for external donation.
Chapter V decision making procedures and rules for external donations
Article 12 the examination and approval of the company’s external donations shall be carried out 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 other authorities.
Article 13 for the external donations of the company and its subsidiaries in each fiscal year, including cash donations and physical assets (their value is calculated according to the net book value), the specific provisions of the corresponding review procedures are as follows:
(I) if the amount of a single donation or the cumulative total donation for 12 consecutive months does not exceed 3% (including) of the company’s latest audited net profit, it shall be implemented after being approved by the chairman of the company;
(II) if the amount of a single donation or the cumulative total amount of donations within 12 consecutive months exceeds 3% of the latest audited net profit of the company, but does not exceed 5% (inclusive) of the latest audited net profit of the company, it shall be approved by the board of directors of the company; (III) the amount of a single donation or the total amount of donations accumulated within 12 consecutive months exceeds 5% of the latest audited net profit of the company, which shall be implemented after being approved by the general meeting of shareholders of the company.
If the company’s external donation needs to be submitted to the board of directors or the general meeting of shareholders for deliberation due to the principle of cumulative calculation for 12 consecutive months, it is only necessary to submit the external donation to the board of directors or the general meeting of shareholders for deliberation, and disclose the external donations that have occurred in 12 consecutive months in this external donation announcement. Those who have fulfilled the relevant approval procedures in accordance with the provisions of this article will not be included in the relevant cumulative calculation scope.
The “cumulative external donation amount” mentioned in this system includes the donation amount of the company and its subsidiaries in the same period. Article 14 when the company makes external donations, the handling department shall submit an application for donation and perform the corresponding examination and approval procedures in accordance with the provisions of this system. The donation application shall include: the reason for donation, the object of donation, the method of donation, the composition and amount of donated property, and the handover procedure of donated property.
Article 15 for the approved external donation of the company, the handling department shall properly file the relevant approval documents of the donation scheme, the donation certificate and the graphic data of the donation implementation for future reference, and report to the finance department and the Securities Management Department of the company for the record.
Article 16 the Audit Department of the company shall supervise and inspect the external donation of the company, and the supervision and handling department shall implement it in strict accordance with the system and the internal rules of procedure of the company, and it is prohibited to make external donation at will.
Chapter VI Legal Liability
Article 17 If the company makes donations without implementing the provisions of this system, or makes donations in violation of laws and disciplines such as abusing power for personal gain and transferring assets, the company will, depending on the seriousness of the circumstances, demote, remove or dismiss the person in charge and other persons directly responsible. If the case constitutes a crime, it shall be submitted to the judicial organ for handling.
Chapter VII supplementary provisions
Article 18 matters not covered in this system shall be implemented in accordance with national laws, regulations, normative documents and the relevant provisions of the articles of association. If the system is inconsistent with the relevant provisions of laws, regulations, other normative documents and the articles of association, the provisions of relevant laws, regulations, other normative documents and the articles of association shall prevail. Article 19 the system shall be interpreted and revised by the board of directors of the company.
Article 20 this system shall come into force after being deliberated and adopted by the board of directors.
Blue Sail Medical Co.Ltd(002382) board of directors
April 12, 2002
