Focused Photonics (Hangzhou) Inc(300203)
Management system for external financial assistance
Chapter I General Provisions
Article 1 in order to regulate Focused Photonics (Hangzhou) Inc(300203) (hereinafter referred to as “the company”) providing financial assistance to foreign countries, prevent financial risks, improve the quality of information disclosure and ensure the stability of the company’s operation, In accordance with the securities law of the people’s Republic of China, the measures for the administration of information disclosure of listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the guidelines for the standardized operation of GEM listed companies of Shenzhen Stock Exchange and other laws and administrative regulations This system is formulated in accordance with the relevant provisions of normative documents and the Focused Photonics (Hangzhou) Inc(300203) articles of Association (hereinafter referred to as the “articles of association”) and in combination with the actual situation of the company.
Article 2 the term “external financial assistance” as mentioned in this system refers to the company and its subsidiaries within the scope of consolidated statements providing funds and entrusted loans with compensation or free of charge, except for the following circumstances:
（1） The company’s main business is to provide external loans, loans and other financing services;
（2） The subsidy object is the holding subsidiary within the scope of the company’s consolidated statements with a shareholding ratio of more than 50%.
The financial assistance provided by the company to the holding subsidiary formed by joint investment with related parties shall be implemented with reference to this system.
Article 3 in case of any of the following circumstances, the company shall refer to the provisions of this system:
（1） Provide external subsidies in the form of physical assets and intangible assets outside the main business scope;
（2） Bear expenses for others;
（3） The fees for providing the right to use assets free of charge or collecting the right to use assets are obviously lower than the general level of the industry;
（4） The proportion of advance payment is significantly higher than the general level of the same industry;
（5） Other acts recognized by Shenzhen Stock Exchange (hereinafter referred to as “Shenzhen Stock Exchange”) that constitute substantial financial assistance.
Article 4 the company shall fully protect the legitimate rights and interests of shareholders, and the external financial assistance shall follow the principles of equality, voluntariness and fairness.
Article 5 the company shall not provide financial assistance such as funds for directors, supervisors, senior managers, controlling shareholders, actual controllers and their controlling subsidiaries. The company shall prudently provide financial assistance or entrusted financial management to related parties.
When the company has business capital transactions with directors, supervisors, senior managers, controlling shareholders, actual controllers and their affiliates, it shall strictly perform relevant deliberation procedures and information disclosure obligations, clarify the settlement period of business capital transactions, and shall not be disguised as directors, supervisors and Senior managers, controlling shareholders, actual controllers and their affiliates provide funds and other financial assistance.
The company shall not provide financial assistance to objects other than holding subsidiaries within 12 months after permanently replenishing working capital with over raised funds.
Article 6 Where a company provides financial assistance such as funds to a holding subsidiary or joint-stock company with a shareholding ratio of no more than 50%, the other shareholders of the holding subsidiary or joint-stock company shall, in principle, provide financial assistance with the same conditions according to the proportion of capital contribution. If other shareholders fail to provide financial assistance to the holding subsidiary or participating company with the same conditions or proportion of capital contribution, they shall explain the reasons and disclose the counter guarantee and other measures taken by the above shareholders.
Article 7 the financial support provided by the controlling shareholders or other affiliated shareholders of the holding company shall be the same proportion of the financial support provided by the controlling shareholders or other affiliated shareholders of the holding company. If the related shareholder fails to provide financial assistance to the company’s holding subsidiaries or joint-stock companies with the same conditions or proportion of capital contribution, the company shall submit the above-mentioned provision of financial assistance to the general meeting of shareholders for deliberation, and the shareholders associated with the matter shall withdraw from voting.
Article 8 when providing financial assistance, the company shall sign an agreement with the funded object and other relevant parties to specify the conditions to be observed by the funded object, the amount, duration, liability for breach of contract and other contents.
Before the overdue financial assistance is recovered, the company shall not provide additional financial assistance to the same object.
Article 9 Where the scope of the consolidated statements of the company is changed due to transactions or connected transactions, if the original matters constitute financial assistance after the completion of the transaction, the financial assistance matters and subsequent arrangements shall be disclosed in time.
Chapter III Examination and approval procedures for external financial assistance
Article 10 the financial assistance provided by the company shall be subject to the consent and resolution of more than two-thirds of the directors attending the meeting of the board of directors, so as to timely perform the obligation of information disclosure.
Article 11 when the board of Directors considers the provision of financial assistance, the directors shall actively understand the basic information of the funded party, such as operation and financial status, credit status, tax payment, etc.
When the board of Directors considers the provision of financial assistance, the directors shall make a prudent judgment on the compliance and rationality of the provision of financial assistance, the repayment ability of the funded party and the effectiveness of guarantee measures.
Article 12 when the board of Directors considers that the company provides financial assistance to holding subsidiaries, joint-stock companies with a shareholding ratio of no more than 50% or holding subsidiaries formed by joint investment with related parties, the directors shall pay attention to whether other shareholders of the funded object provide financial assistance according to the proportion of capital contribution and the conditions are the same, Whether it damages the interests of the company.
Article 13 when the board of directors of the company deliberates on financial assistance matters, the independent directors, recommendation institutions or independent financial advisers (if any) of the company shall express independent opinions on the legality and compliance of the matters, the impact on the company and the existing risks.
Article 14 financial assistance matters under any of the following circumstances shall be submitted to the general meeting of shareholders for deliberation after being deliberated and approved by the board of directors:
（1） The latest audited asset liability ratio of the funded object exceeds 70%;
（2） The amount of single financial assistance or the cumulative amount of financial assistance provided within 12 consecutive months exceeds 10% of the company’s latest audited net assets;
（3） Other circumstances stipulated by Shenzhen Stock Exchange or the articles of association.
The provisions of the preceding two paragraphs shall not apply to the company’s main business of providing loans, loans and other financing business, or the object of funding is a holding subsidiary within the scope of the company’s consolidated statements with a shareholding ratio of more than 50%.
Chapter IV information disclosure of external financial assistance
Article 15 when a company discloses the provision of financial assistance, it shall timely announce the following contents after being deliberated and approved by the board of directors:
（1） An overview of financial assistance matters, including the main contents of the financial assistance agreement, the purpose of funds and the approval procedures for financial assistance matters;
（2） Basic information of the funded object, including but not limited to the time of establishment, registered capital, controlling shareholder, actual controller, legal representative, main business Main financial indicators (including at least the audited total assets, total liabilities, owner’s equity, operating income, net profit, etc.) and credit status of the most recent year; Whether there is a related relationship with the company, and if so, the specific related situation shall be disclosed; The financial assistance provided by the company to the object in the previous fiscal year;
（3） The risk prevention measures taken include but are not limited to whether the funded object or other third parties provide guarantee for financial assistance. Where a third party provides guarantee for financial assistance, it shall disclose the basic information of the third party and its guarantee performance ability;
（4） Where financial assistance is provided to a holding subsidiary or joint-stock company formed by joint investment with related parties, the basic information of other shareholders of the funded object, the relationship with the company and the financial assistance provided according to the proportion of capital contribution shall be disclosed; If other shareholders fail to provide financial assistance to the holding subsidiary or participating company according to the same conditions and proportion of capital contribution, they shall explain the reasons and the reasons why the interests of the company have not been damaged;
（5） The opinions of the board of directors mainly include the reasons for providing financial assistance, and disclose the interests of the financial assistance on the basis of a comprehensive assessment of the asset quality, operation, industry prospect, solvency, credit status, third-party guarantee and performance ability of the funded object Risk and fairness, as well as the judgment of the board of directors on the debt repayment ability of the funded object;
（6） Opinions of independent directors, mainly expressing independent opinions on the necessity, legality, compliance, fairness and existing risks of financial assistance;
（7） Opinions of the sponsor or independent financial consultant, mainly expressing opinions on the legality, compliance, fairness and existing risks of financial assistance matters (if applicable);
（8） The accumulated amount of financial assistance provided by the company and the amount overdue;
（9） Other contents required by SZSE.
Article 16 for the disclosed financial assistance, the company shall timely disclose the relevant information, the remedial measures taken and the measures to be taken in case of any of the following circumstances, and fully explain the judgment of the board of directors on the solvency of the funded object and the recovery risk of the financial assistance:
（1） The funded object fails to repay in time after the agreed funding period expires;
（2） Financial difficulties, insolvency, cash flow difficulties, bankruptcy and other situations that seriously affect the repayment ability of the funded object or the third party providing guarantee for financial assistance;
