Goldcard Smart Group Co.Ltd(300349)
Measures for the administration of external donations
(April 2022)
Chapter I General Provisions
Article 1 in order to further regulate the external donation of Goldcard Smart Group Co.Ltd(300349) (hereinafter referred to as “the company”), strengthen the management of the external donation of the company and its subsidiaries, and better perform social responsibilities, according to the company law of the people’s Republic of China, the donation law of the people’s Republic of China for public welfare undertakings, the Listing Rules of Shenzhen Stock Exchange gem and other laws, regulations, rules and normative documents, This system is formulated in combination with the company’s systems such as Goldcard Smart Group Co.Ltd(300349) articles of Association (hereinafter referred to as the “articles of association”) and the actual situation of the company.
Article 2 “external donation” as mentioned in this system refers to the act of the company and its subsidiaries donating the company’s property in the name of the company and its subsidiaries in public welfare social activities such as helping the society resist natural disasters, building a harmonious ecological environment, rescuing vulnerable groups and increasing social welfare.
Article 3 this system is applicable to the external donation of the company and its subsidiaries (including subsidiaries directly or indirectly holding more than 50% of the company and other subsidiaries included in the company’s consolidated accounting statements).
Chapter II decision-making authority for foreign investment
Article 4 the managers or other employees of the company and its subsidiaries shall not donate the property owned by the company in the name of individuals.
Article 5 after the company and its subsidiaries donate to the outside world, they shall not require the recipient to create convenient conditions in terms of financing, market access, administrative license and possession of other resources, and shall not engage in profit-making activities in the name of donation.
Article 6 all external donations of the company and its subsidiaries shall be included in the annual budget management. In principle, external donations shall not be made without a budget. If extra budgetary donations are really needed due to special circumstances, the budget shall be adjusted according to the relevant requirements and procedures of the company’s budget management system.
Article 7 donations shall be made in compliance with laws and regulations, and shall not go against social morality, or harm the public interests and the legitimate rights and interests of other citizens.
Chapter III Scope and types of external donations
Article 8 the legal property that the company can use for external donation includes cash and physical assets. The main fixed assets required for the production and operation of the company, the equity and creditor’s rights held by the company, the materials specially reserved by the state, the state financial allocation, the entrusted property, the property with security interests, the property with unclear ownership relationship, or the deteriorated, damaged and expired materials shall not be used for external donation.
Article 9 types of external donations:
(I) public welfare donations: donations to social public welfare undertakings such as education, science, culture, health and medical treatment, public safety, sports and environmental protection, and the construction of social public facilities; (II) relief donations: donations to areas suffering from natural disasters, accidents, disasters, public health events and other emergencies, as well as donations to designated poverty alleviation areas or social vulnerable groups and individuals in difficulty for production, life relief and relief; (III) other donations: refers to the donations of the company to other social public and welfare undertakings for humanitarian purposes or social development and progress in addition to the above donations.
Article 10 in principle, the recipients of external donations of the company and its subsidiaries shall be public welfare social organizations and public welfare non-profit institutions. 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 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 and not for profit.
Article 11 the company and its subsidiaries have the right to ask the recipient to implement their donation wishes. If necessary, they should ask the recipient to provide the details of the use of the donated property and other relevant materials on a regular basis. The recipient shall not misappropriate the donated property for other purposes.
Chapter IV decision making procedures for external donations
Article 12 external donations of the company and its subsidiaries, including cash donations and donations of physical assets (whose value is calculated according to the net book value), shall be implemented in accordance with the following procedures:
(I) the amount of a single donation and the cumulative total amount of donations within 12 consecutive months do not exceed 5 million yuan, which shall be implemented after being approved by the chairman of the company.
(II) if the amount of a single donation or the total amount of donations accumulated within 12 consecutive months exceeds 5 million yuan, it shall be implemented after being approved by the board of directors of the company.
(III) if the amount of a single donation or the cumulative total amount of donations within 12 consecutive months accounts for more than 5% of the audited net profit of the listed company in the latest fiscal year and exceeds 10million yuan, or meets the standards required by other laws and regulations for deliberation by the general meeting of shareholders, it shall be implemented after being approved by the general meeting of shareholders of the company. (IV) when performing the procedures specified in items (I) (II) (III) above, if the donation within 12 consecutive months has performed the relevant review procedures in accordance with the above provisions, it will not be included in the relevant cumulative calculation scope.
Article 13 for the company’s external donation, the handling department shall formulate the donation plan, and the financial department of the company shall analyze the impact of the donation expenditure on the company’s financial status and operating results. After the review by the person in charge of the handling department, the corresponding approval procedures shall be performed according to the conditions listed in Article 12 of the system. The company will make unified planning and deployment for donation. If the company’s subsidiaries (including branches) are involved in external donation, they shall report to the Securities Affairs Department of the company in time, perform the corresponding approval procedures in strict accordance with Article 12 of the system, and implement external donation after approval. The donation plan shall include the following contents: the reason for donation, the object of donation, the way of donation, the person in charge of donation, the composition and amount of donated property. If the donation of physical assets is involved, the property handover procedures and other donation matters shall be explained.
Article 14 the audit department is responsible for the supervision, inspection and internal audit of the company’s external donations, supervising the handling units and personnel to implement in strict accordance with the company’s approval resolutions, and managing, standardizing and optimizing the company’s external donations.
Article 15 for external donations approved by the company for implementation, the finance department shall establish an account for unified registration and management, and properly archive the relevant documents, graphic materials, vouchers, donation certificates and other materials for future reference.
Chapter V other matters
Article 16 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 demote, remove or dismiss the person in charge and other persons directly responsible according to the seriousness of the case. If the case constitutes a crime, the company has the right to submit it to the judicial authority for handling.
Article 17 matters not covered in this system shall be implemented in accordance with relevant national laws, regulations, normative documents and the relevant provisions of the articles of association. If the system is inconsistent with the relevant provisions of relevant laws, regulations and normative documents issued in the future, the provisions of relevant laws, regulations and normative documents shall prevail, and the board of directors shall revise it in time.
Article 18 this system is formulated by the board of directors and shall be implemented from the date of deliberation and approval by the general meeting of shareholders, and the same shall apply to modification.
