Entrusted financial management system
Chapter I General Provisions
Article 1 in order to regulate the management of entrusted financial products of Tellgen Corporation(300642) (hereinafter referred to as “the company”), effectively control investment risks, improve investment returns and safeguard the legitimate rights and interests of the company and shareholders, in accordance with the company law of the people’s Republic of China, the Securities Law of the people’s Republic of China and the Listing Rules of gem shares of Shenzhen Stock Exchange This system is formulated in combination with the actual situation of the company and other laws, regulations and normative documents such as the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 7 – transactions and related party transactions, as well as the relevant provisions of the Tellgen Corporation(300642) articles of Association (hereinafter referred to as the “articles of association”) and Tellgen Corporation(300642) investment management system.
Article 2 the entrusted financial management mentioned in this system refers to the behavior that the company, wholly-owned subsidiaries and holding subsidiaries entrust banks, trusts, securities, funds, futures, insurance asset management institutions, financial asset investment companies, private fund managers and other professional financial management institutions to invest and manage their properties or purchase relevant financial products.
Article 3 the company shall select qualified professional financial institutions with good credit and financial conditions, no bad credit records and strong profitability as the trustee, and sign a written contract with the trustee to clarify the amount, term, investment varieties, rights, obligations and legal responsibilities of both parties.
Article 4 this system is applicable to the company, wholly-owned subsidiaries and holding subsidiaries. The entrusted financial management of wholly-owned subsidiaries and holding subsidiaries of the company shall be regarded as the entrusted financial management of the company, and shall be approved in accordance with the relevant provisions of this system.
Chapter II decision making procedures and division of responsibilities
Article 5 in principle, the source of funds for entrusted financial management shall be the idle funds of the company, which shall not affect the approval authority of the general meeting of shareholders, the board of directors, the chairman of the board of directors and the general manager in the procedures of the company, the rules of procedure of the general meeting of shareholders, the rules of procedure of the board of directors and the working rules of the general manager, and determine the approval authority and procedures of entrusted financial management. If it should be deliberated and approved by the board of directors or the general meeting of shareholders, the approval authority shall not be delegated to individual directors or management.
If the company has entrusted financial management for 12 consecutive months, the maximum balance in that period shall be the transaction amount. Article 7 if the company is difficult to review the procedures and disclosure obligations of each entrusted financial management due to transaction frequency and timeliness requirements, it can reasonably predict the scope, amount and period of entrusted financial management in the next 12 months. If the amount of entrusted financial management accounts for more than 10% of the company’s latest audited net assets and the absolute amount exceeds 10 million yuan, it shall be deliberated and approved by the board of directors before investment; If the amount of entrusted financial management accounts for more than 50% of the company’s latest audited net assets and the absolute amount exceeds 50 million yuan, it shall also be submitted to the general meeting of shareholders for deliberation; If the amount of entrusted financial management fails to meet the approval standard of the board of directors, it shall be approved and decided by the chairman or general manager.
The service life of the relevant limit shall not exceed 12 months, and the transaction amount at any point in the period (including the relevant amount of reinvestment of the income of the above investment) shall not exceed the entrusted financial management limit.
Article 8 when the board of Directors considers the entrusted financial management, 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, business status and financial status are good.
Article 9 for the entrusted financial management business within the limit approved by the general manager, chairman, board of directors or general meeting of shareholders, within the approved validity period and limit, the board of directors or general meeting of shareholders of the company may authorize the management to exercise the decision-making power of entrusted financial management, which shall be organized and implemented by the financial department of the company.
The financial department of the company is responsible for the specific implementation and management of entrusted financial management, the preparation of entrusted financial management scheme, the handling and daily management of bank entrusted financial products, entrusted loan products, trust products and bond investment products, as well as the financial accounting of entrusted financial products.
Article 10 the internal audit department of the company is responsible for regularly auditing the entrusted financial management plan, scheme and implementation process, and daily supervising the use and custody of financial management funds.
The bank’s review procedures and information disclosure obligations, or provide financial assistance to others in a disguised form.
Chapter III scheme implementation and internal control
Article 12 within the amount deliberated and approved by the general manager, the chairman, the board of directors or the general meeting of shareholders, the specific implementation procedures of entrusted financial management are as follows:
(I) according to the company’s business plan, financial status, cash flow status and interest rate changes, the financial department judges the capital scale and expected income of entrusted financial management, and reviews the content and risk assessment of entrusted financial products. The financial department shall submit a specific investment application, which shall include the source of funds, investment scale, expected income (if any), counterparty’s credit, investment variety, investment period, risk assessment (except for products with the lowest risk level), etc.
When purchasing financial products, the company shall sign written or electronic agreements, product specifications and other sales documents with relevant banks or non bank financial institutions to clarify the investment amount, term, investment varieties, rights, obligations and legal liabilities of both parties.
(II) the financial department shall timely follow up the situation of entrusted financial products, including tracking the progress of entrusted financial business and investment safety, implementing risk control measures, paying close attention to the major trends of the counterparty, and reporting any abnormalities in time.
(III) after purchasing or redeeming entrusted financial products, the financial department shall timely inform the Secretary of the board of directors and the Securities Affairs Department of the transaction (including but not limited to the name of the subject matter of purchase, investment amount, investment period, etc.), and actively cooperate with the securities affairs department to perform the corresponding disclosure work.
(IV) the financial department shall, in accordance with the requirements of relevant accounting standards, timely handle the accounts, register the management account of entrusted financial management business, be responsible for archiving and saving the entrusted financial management agreement, product manual and other documents, regularly feed back the entrusted financial management situation every month, and submit the annual summary report of entrusted financial management business to the chairman of the board of directors. Article 13 after the approval of the entrusted financial management scheme of the holding subsidiary, the general manager of the subsidiary shall be responsible for organizing the financial department of the subsidiary to implement it, reporting to the general manager and the person in charge of finance of the company, and being responsible to the board of directors of the company.
Article 14 the board of directors of the company shall assign special personnel to track the progress and safety of the entrusted financial management funds, and require them to report in time in case of abnormalities, so that the board of directors can take effective measures to recover the funds immediately and avoid or reduce the losses of the company.
Article 15 the financial department of the company shall timely analyze and track the changes in the net value of the products. If it is found that the trustee’s credit status and profitability have adverse changes, or the investment products are inconsistent with the situation at the time of purchase and other risk factors that may affect the safety of the company’s funds, the financial person in charge shall take corresponding measures in time to control the investment risk. If major adverse changes are expected to occur, the person in charge of finance must report to the general manager and the board of directors of the company as soon as he knows the event, so that the board of directors can immediately take effective measures to recover funds and avoid or reduce losses of the company.
Article 16 the person in charge of Finance shall appoint a special person to track the use progress and investment safety of the entrusted financial management funds. The contents of the report include but are not limited to: the summary and implementation of the entrusted financial management, the profit and loss of the investment, the risk monitoring and other major matters, etc.
Article 17 the internal audit department of the company is responsible for the daily supervision of entrusted financial products, including pre audit, in-process supervision and post audit. It is responsible for reviewing the approval, actual operation, capital use and profit and loss of entrusted financial products, urging the financial management department to deal with the accounts in time and verifying the accounting treatment.
Article 18 the internal audit department of the company may adopt different audit strategies and procedures according to the nature and amount of specific entrusted financial management matters, focus on the audit of compliance and legitimacy, achieve overall grasp, timely tracking and feedback, and timely report the problems found to the audit committee of the board of directors.
The nineteenth entrusted financial affairs must be carried out in the name of the company, and the middle note shall not be transferred from the entrusted financial account in the name of the individual to the transferred funds, nor from the entrusted financial account, nor from the securities investment or derivatives transaction in the name of entrusted financial management.
Article 20 the board of supervisors and independent directors of the company have the right to supervise and inspect the use of funds, and can hire professional institutions to audit when necessary. The financial department shall actively cooperate and provide corresponding documents. Chapter IV information disclosure
Article 21 the company will disclose the purchase of entrusted financial products during the reporting period in the regular report in accordance with the relevant provisions of the regulatory authority, or make temporary information disclosure in accordance with the relevant requirements.
Article 22 before the public disclosure of relevant information, the specific executors of the company’s entrusted wealth management business and other informed personnel shall not disclose the company’s investment (including but not limited to the entrusted wealth management business plan, transaction, settlement, capital status, etc.) to other individuals or organizations, unless otherwise provided by laws, regulations or normative documents.
Article 23 Where the company can control or significantly influence the investment direction of financial products, it shall fully disclose the final investment direction of funds, the details of the involved counterparties or the underlying assets, and fully disclose the investment risks and the company’s countermeasures.
Article 24 in case of any of the following circumstances, the company shall timely disclose the relevant progress and the countermeasures to be taken:
(I) financial products fail to be raised, fail to complete filing and registration, terminate in advance, and cannot be recovered upon expiration; (II) change of main terms of financial product agreement or relevant guarantee contract;
(III) major risk events occur in the operation or financial status of the trustee or fund user;
(IV) other situations that may damage the interests of the company or have important impact.
Article 25 Where a company engages in entrusted financial management with related parties, it shall review it in accordance with the standards of related party transactions and perform the corresponding disclosure obligations.
Chapter V supplementary provisions
Article 26 Where there are no provisions in this system, the provisions of relevant laws, administrative regulations, departmental rules and normative documents and the provisions of the articles of association shall apply. In case of any conflict between this system and laws, administrative regulations, departmental rules, normative documents and the articles of association, the laws, administrative regulations, departmental rules, normative documents and the articles of association shall prevail.
Article 27 this system shall come into force from the date of deliberation and adoption by the board of directors.
Article 28 the board of directors is responsible for the interpretation of this system.
Tellgen Corporation(300642) April 2002
