Guangzhou Zhiguang Electric Co.Ltd(002169)
GUANGZHOU ZHIGUANG ELECTRIC CO.,LTD.
External donation management system
(revised in April 2022)
April, 2002
catalogue
Chapter I General Provisions Chapter II principles of external donation Chapter III Scope and object of external donation Chapter IV scope of assets donated to foreign countries Chapter V decision making procedures and rules for external donation 4 Chapter VI Supplementary Provisions five
Chapter I General Provisions
Article 1 in order to further standardize the donation of Guangzhou Zhiguang Electric Co.Ltd(002169) (hereinafter referred to as the company), strengthen the management of donation affairs, better fulfill the company’s social responsibility and civic obligations and effectively enhance the company’s brand image on the basis of fully safeguarding the interests of shareholders, This system is formulated in accordance with the company law of the people’s Republic of China, the stock listing rules of Shenzhen Stock Exchange, regulatory guidelines No. 1 – standardized operation of main board listed companies and other laws and regulations, as well as the relevant provisions of Guangzhou Zhiguang Electric Co.Ltd(002169) articles of Association (hereinafter referred to as the articles of association).
Article 2 the term “external donation” as mentioned in the 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.
Article 4 in addition to the provisions of relevant national laws, regulations and normative documents, the company shall also abide by the relevant provisions of this system.
Chapter II principles of external donation
Article 5 the managers 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 its own legitimate donation purpose, which should meet the purpose of public welfare, and shall not misappropriate the donated property for other purposes.
Article 6 the company shall actively participate in social public welfare activities within its ability to promote the development of its region. If the company has incurred losses or will incur losses due to external donations or affect the normal production and operation of the company, it shall not make external donations except for the donations considered and decided in accordance with the internal rules of procedure and promised to the public or recipients.
Article 7 donations shall comply with laws and regulations, shall not violate social ethics, and shall not harm public interests and the legitimate rights and interests of other citizens.
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 vulnerable social 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, 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.
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 10 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 11 for the external donations of the company and its subsidiaries in each fiscal year, including cash donations and physical assets (whose value is calculated according to the net book value), the specific provisions of the corresponding review procedures are as follows:
(I) external donations with a single donation amount or a cumulative total donation amount of more than 5 million yuan (including this amount) in the fiscal year shall be implemented after being deliberated and approved by the board of directors of the company;
(II) if the total amount of donations submitted to the board of directors for deliberation exceeds RMB 10 million;
(III) each external donation that fails to meet the criteria to be submitted to the board of directors for review shall be submitted to the president for review after being reviewed by the president’s office meeting and implemented after being approved by the chairman.
Article 12 the above “cumulative amount” includes the donation amount of the company and its wholly-owned and holding subsidiaries. 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 13 for the approved external donations of the company, the financial department shall establish a record book for future reference, and the financial department shall be responsible for tracking the external donations to ensure that the donations are implemented in accordance with the expected objectives. The company shall regularly report the external donation to the board of directors and disclose the summary in the periodic report or social responsibility report.
Article 14 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 donate abroad at will.
Chapter VI supplementary provisions
Article 15 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 16 the terms “above”, “below” and “within” in this system include this number; The term “beyond” does not include this number.
Article 17 the system shall be interpreted and revised by the board of directors of the company.
Article 18 the system shall come into force after being deliberated and approved by the general meeting of shareholders of the company.
Guangzhou Zhiguang Electric Co.Ltd(002169)
April 16, 2002
