Suzhou Chunxing Precision Mechanical Co.Ltd(002547)
Investment and financial management system
Chapter I General Provisions
Article 1 in order to regulate the management of entrusted wealth management business and relevant information disclosure of Suzhou Chunxing Precision Mechanical Co.Ltd(002547) (hereinafter referred to as “the company”) and its subsidiaries, prevent investment risks, strengthen risk control and maximize the legitimate rights and interests of investors, in accordance with the company law of the people’s Republic of China (hereinafter referred to as “the company law”) and the securities law of the people’s Republic of China (hereinafter referred to as “the securities law”) The Listing Rules of Shenzhen Stock Exchange (hereinafter referred to as the Listing Rules), the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 7 – transactions and related party transactions and other laws, regulations and normative documents, as well as the provisions of the articles of association, in combination with the actual situation of the company, This system is hereby formulated.
Article 2 this system is applicable to the management of entrusted financial management business of the company and its subsidiaries.
Article 3 the “entrusted financial management business” mentioned in this system refers to the behavior that the company entrusts 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 on the premise of controlling investment risks and on the principle of improving the efficiency of fund use and increasing the company’s income.
Article 4 the principles for the company to engage in financial transactions are as follows:
(I) financial transaction funds are idle funds of the company (including idle self owned funds and raised funds), and their use will not affect the normal production and operation activities and investment needs of the company.
(II) the target of financial transactions is low-risk, good liquidity and stable products.
（3） The use of temporarily idle raised funds (including over raised funds) to invest in financial products shall be implemented in accordance with the relevant systems for the management of raised funds and the provisions of relevant laws and regulations, and shall not affect the normal progress of the investment project plan of raised funds.
(IV) when conducting financial management business, the company is only allowed to conduct transactions with financial institutions with legal business qualifications, and shall not conduct transactions with informal institutions.
Chapter II approval authority of financial management business
Article 5 where the company carries out entrusted financial management, and the amount of entrusted financial management accounts for more than 10% of the latest audited net assets of the listed company, and the absolute amount exceeds 10 million yuan, it shall be deliberated and approved by the board of directors before investment, and fulfill the obligation of information disclosure in time.
The company’s entrusted financial management matters that fail to meet the deliberation standards of the board of directors shall be subject to the company’s internal decision-making procedures and implemented in strict accordance with the relevant systems of transaction matters stipulated by the company.
If it is difficult to fulfill the review procedures and disclosure obligations for each investment transaction due to transaction frequency and timeliness requirements, the company can reasonably predict the scope, amount and duration of entrusted financial management in the next 12 months. Article 6 where the amount of entrusted financial management accounts for more than 50% of the latest audited net assets of a listed company and the absolute amount exceeds 50 million yuan, it shall be disclosed in time and submitted to the general meeting of shareholders for deliberation.
Article 7 the service life of the relevant amount shall not exceed 12 months, and the transaction amount (including the relevant amount of reinvestment of the income of the above investment) at any point in the period shall not exceed the entrusted financial management amount.
Article 8 entrusted financial management shall be calculated based on the amount incurred and accumulated within 12 consecutive months. If the company has performed relevant obligations in accordance with Article 5 or 6 of this system, it will not be included in the scope of accumulated calculation. The transactions that have been disclosed but have not fulfilled the deliberation procedures of the board of directors or the general meeting of shareholders shall still be included in the cumulative calculation range to determine the deliberation procedures that should be fulfilled.
Article 9 Where the company has entrusted financial management for 12 consecutive months, the maximum balance in that period shall be the transaction amount, and the provisions of Article 7 shall apply.
Article 10 in case of entrusted financial management between the company and related parties, the amount of entrusted financial management shall also be taken as the calculation standard, and the relevant provisions of related party transactions such as the stock listing rules of Shenzhen Stock Exchange shall apply.
Chapter III management authority of financial management business
Article 11 the finance department and capital Department of the company are the specific handling departments of financial management business. The finance department is responsible for analyzing the company’s financial status, cash flow status, interest rate changes and other matters, reviewing the content and risk assessment of financial management business, formulating financial management plans, and handling accounts, filing and keeping files. The capital department is responsible for the specific operation, raising funds, handling the relevant procedures of financial management business, and preparing financial statements on a monthly basis.
Article 12 the internal audit department of the company is the supervision department of financial management business.
The internal audit department shall conduct pre audit, in-process supervision and post audit on the company’s financial management business.
The internal audit department is responsible for reviewing the approval, actual operation, capital use and profit and loss of financial management business, urging the financial department to carry out accounting treatment in time and verifying the accounting treatment.
Chapter IV financial management business implementation process
Article 13 the operation process of financial management business is as follows:
(I) the finance department selects financial products according to the company’s financial situation and cash flow, combined with the status of financial objects and other factors, and submits them for approval after being reviewed by the person in charge of the financial institution, the person in charge of financial work and the general manager. (II) the financial management business shall be submitted to the board of directors and the general meeting of shareholders for approval according to the liquidity and amount. After the approval, the financial department and its subordinate capital department shall be responsible for the specific implementation of the financial management business.
(III) during the operation of wealth management business, the capital department shall settle accounts with financial institutions in time according to the terms agreed in the agreement signed with financial institutions. When the interest rate fluctuates violently, the finance department shall analyze it in time and report the relevant information to the person in charge of finance of the company. The finance department shall regularly report the profit and loss of financial management business to the person in charge of finance, the internal audit department and the general manager.
(IV) after the financial management business expires, the finance department and its subordinate capital department shall take timely measures to recover the principal and interest of the financial management business and carry out relevant accounting treatment.
Chapter V Supervision and risk prevention and control
Article 14 the legal department of the company is responsible for the legal review of the entrusted financial management contract, agreement and other text materials. The internal audit department of the company is responsible for the audit and supervision of entrusted financial management projects, including the examination and approval of financial management business, actual handling, fund use, profit and loss, accounting treatment, etc. At the end of each quarter, the internal audit department reports the entrusted financial management business to the audit committee of the board of directors.
Article 15 independent directors have the right to verify the company’s financial management business. If necessary, at the proposal of two or more independent directors, they have the right to hire an independent external audit institution to conduct a special audit of the entrusted financial management funds.
Article 16 the board of supervisors has the right to inspect and supervise the use of entrusted financial management funds on a regular or irregular basis.
Article 17 information confidentiality measures of the company’s entrusted wealth management business
（1） The applicant, approver and operator of entrusted financial management business are independent of each other, and are supervised by the internal audit department;
（2） The relevant staff of the company and the relevant personnel of the entrusted party of entrusted financial management business must abide by the confidentiality system and shall not disclose the company’s financial management plan, transaction, settlement, capital status and other information related to the company’s financial management business without permission.
Article 18 before the company carries out entrusted financial management and investment business, business personnel shall be aware of relevant laws, regulations, normative documents and other relevant provisions, and shall not carry out illegal transactions.
Article 19 Where the company suffers losses due to violation of relevant laws and regulations, this system and other provisions of the company, failure to conduct transactions in accordance with the company’s established investment plan, or the company suffers losses or income lower than expected due to lack of due diligence, the responsibilities of relevant personnel will be investigated according to the specific circumstances.
Chapter VI information disclosure obligations
Article 20 the company shall not evade the deliberation procedures and information disclosure obligations that should be performed for the acquisition of major assets or major foreign investment through the name of entrusted financial management and other investments, or provide financial assistance to others in a disguised form. 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 21 the company shall analyze and judge the information related to the entrusted financial management of the company in accordance with the provisions of the securities law, the stock listing rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 7 – transactions and related party transactions and the articles of association. If it meets the disclosure standards, it shall disclose it in accordance with the relevant provisions.
Article 22 before the public disclosure of relevant information, the insiders of the entrusted financial management matters of the company shall not disclose the relevant information of the entrusted financial management matters to other individuals or organizations, unless otherwise stipulated in laws, regulations and normative documents.
Article 23 the board of directors of the company shall submit the following documents to Shenzhen Stock Exchange within two trading days after making the entrusted financial management resolution:
（1） Resolutions and announcements of the board of directors;
（2） Independent directors’ independent opinions on compliance of relevant approval procedures, establishment and perfection of internal control procedures, impact on the company and other matters;
（3） The recommendation institution shall check the compliance of entrusted financial management, the impact on the company, possible risks, and whether the risk control measures taken by the company are sufficient and effective, and issue clear consent opinions (if any).
Article 24 the company shall not evade the deliberation procedures and information disclosure obligations that should be performed when purchasing assets or investing abroad in the name of entrusted financial management or other investment, or provide financial assistance to others in a disguised form.
Article 25 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 circumstances that may damage the interests of the listed company or have important impact.
Article 26 Where the company carries out entrusted financial management business, it shall disclose relevant matters of entrusted financial management in accordance with the requirements of relevant laws and regulations.
Chapter VII supplementary provisions
Article 27 the board of directors of the company shall be responsible for the interpretation and modification of this system.
Article 28 the system shall be implemented after being approved by the board of directors of the company.
Suzhou Chunxing Precision Mechanical Co.Ltd(002547) April 2022
