Shanxi Panlong Pharmaceutical Group Limited By Share Ltd(002864) external donation management system
Shanxi Panlong Pharmaceutical Group Limited By Share Ltd(002864)
External donation management system
Chapter I General Provisions
Article 1 in order to further standardize the donation of Shanxi Panlong Pharmaceutical Group Limited By Share Ltd(002864) (hereinafter referred to as “the company”), strengthen the management of the company’s donation, safeguard the interests of shareholders, creditors and employees, better perform the company’s social responsibilities, and comprehensively and effectively promote and publicize the company’s corporate image, according to the donation law of the people’s Republic of China on public welfare undertakings and the company law of the people’s Republic of China This system is hereby formulated in accordance with the relevant provisions of laws, regulations and the articles of association, such as the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board.
Article 2 external donations shall be made in accordance with the law of the people’s Republic of China on donations to public welfare undertakings and other relevant laws and regulations of the state, through legally established public welfare social organizations and public welfare non-profit institutions, or people’s governments at or above the county level and their constituent departments. Under special circumstances, it can also be carried out through legal news media.
Article 3 this system is applicable to the company and its wholly-owned and holding subsidiaries (hereinafter collectively referred to as “subsidiaries”).
Article 4 “external donation” as mentioned in this system refers to the act of the company and its subsidiaries donating the property of the company or its subsidiaries in the name of the company or 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.
Chapter II principles of external donation
Article 5 voluntary and free: after the company makes external donations, it 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 donations. Article 6 clear rights and responsibilities: the company’s directors, supervisors, senior managers or other employees shall not donate the company’s property in their own name. The company has the right to require the recipient to implement the company’s own legitimate donation intention and shall not misappropriate the donated property for other purposes.
Article 7: the company shall actively participate in social public welfare activities within its ability, and shall not affect the normal business activities of the company, nor seek an honorary status inconsistent with the identity of the individual and the company; Except under special circumstances, if losses have occurred or will result in losses due to external donations or affect the normal production and operation of the company, no external donations shall be made.
Shanxi Panlong Pharmaceutical Group Limited By Share Ltd(002864) external donation management system
Article 8 honesty and trustworthiness: the donation that the company has deliberated and decided in accordance with the internal rules of procedure and has promised to the public or recipients must be performed honestly. Donations shall comply with laws and regulations, shall not violate social morality, and shall not harm public interests and the legitimate rights and interests of other citizens.
Chapter III Scope of external donation
Article 9 the assets that the company can use for external donation include cash, physical assets, etc. The main fixed assets required for the production and operation of the company and its subsidiaries, equity and creditor’s rights held, materials specially reserved by the state, state financial allocation, entrusted property, property with security interests, property with unclear ownership relationship, or commodity materials that have deteriorated, damaged or expired shall not be used for external donation.
Article 10 the sponsorship expenses incurred by the company to promote its products shall be managed according to the advertising expenses.
Chapter IV types and beneficiaries of external donations
Article 11 types of external donations:
(I) public welfare donations, that is, donations to education, science, culture, health and medical treatment, sports, environmental protection and the construction of 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 social organizations such as charitable associations, the Red Cross, disabled persons’ federations and youth foundations, or social vulnerable groups and individuals in difficulty.
(III) other donations, that is, in addition to the above donations, the company’s donations to other social public and welfare undertakings for the purpose of promoting humanitarianism or promoting social development and progress.
Article 12 the direct and ultimate beneficiaries of the company and its subsidiaries’ external donations shall be public welfare social organizations, public welfare non-profit institutions and organizations, social vulnerable groups or individuals in need of donations. 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.
Article 13 the company shall not give donations to its internal employees, units or individuals that have a controlling or controlled relationship with the company in terms of equity, operation or finance.
Shanxi Panlong Pharmaceutical Group Limited By Share Ltd(002864) external donation management system
Chapter V decision making procedures and rules for external donations
Article 14 the examination and approval of the company’s external donations shall be carried out in strict accordance with the relevant national laws and regulations, the articles of association, the rules of procedure of the general meeting of shareholders and the rules of procedure of the board of directors. In accordance with the provisions of laws and regulations, relevant documents of the CSRC and the Listing Rules of Shenzhen Stock Exchange, the relevant external donations that must be submitted to the general meeting of shareholders for deliberation shall be approved by the general meeting of shareholders.
Article 15 for external donations occurring in each fiscal year, including cash donations and physical assets (at fair value), the specific provisions of the corresponding decision-making procedures are as follows:
(I) if the amount of a single donation or the accumulated donation for 12 consecutive months does not exceed one million yuan (including one million yuan), the donation plan shall be approved by the general manager and reported to the board of directors for the record;
(II) if the amount of a single donation or the accumulated amount of donations for 12 consecutive months exceeds one million yuan but not more than five million yuan (including five million yuan), the donation plan shall be approved by the board of directors;
(III) if the amount of a single donation or the accumulated amount of donations for 12 consecutive months exceeds 5 million yuan, it shall be approved by the general meeting of shareholders.
If the company’s external donation needs to be submitted to the board of directors or the general meeting of shareholders for deliberation due to the principle of cumulative calculation for 12 consecutive months, it is only necessary to submit the external donation to the board of directors or the general meeting of shareholders for deliberation, and disclose the external donations that have occurred within 12 consecutive months in this external donation announcement. Those who have fulfilled the relevant approval procedures in accordance with the provisions of this article will not be included in the relevant cumulative calculation scope.
The “cumulative external donation amount” mentioned in this system includes the donation amount of the company and its subsidiaries in the same period.
Article 16 the external donation of the company’s subsidiaries and the external donation of the parent company shall be under unified management. If the subsidiaries of the company are involved in external donation, they must report to the parent company according to the above provisions and make external donation after approval according to the examination and approval procedure in Article 15.
Article 17 for the company’s external donation, the personnel of the handling department shall formulate the donation plan. The financial department of the company shall review the donation plan and analyze the impact of the donation expenditure on the company’s financial situation and operating results. After the review, the leader in charge of the handling department shall perform the corresponding approval procedures in accordance with the conditions listed in Article 15 of the system. Article 18 the donation plan shall include the following contents: the reason for donation, the object of donation, the way of donation, the method of donation, the person responsible for donation, the composition and amount of donated property, and the handover procedure of donated property (if any).
Article 19 for the approved external donation of the company, the handling department shall approve the donation plan
Shanxi Panlong Pharmaceutical Group Limited By Share Ltd(002864) external donation management system
Documents, donation certificates and graphic materials of donation execution shall be properly filed for future reference, and shall be reported to the finance department and Securities Department of the company for filing.
Chapter VI inspection and supervision of external donations
Article 20 the company’s internal audit department shall inspect the company’s external donation behavior, supervise the handling department and its relevant personnel to implement it in strict accordance with the system and the company’s internal rules of procedure, and prevent random external donation.
Chapter VII Legal Liability
Article 21 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, depending on the seriousness of the circumstances, impose the same sanctions on the person in charge and other persons directly responsible, such as salary reduction, dismissal and termination of labor contract. If a crime is constituted, it shall be transferred to the judicial authority for handling.
Chapter VIII supplementary provisions
Article 22 for matters not covered in this system or inconsistent with laws, administrative regulations, departmental rules, normative documents issued from time to time and the rules formulated by the CSRC or Shenzhen Stock Exchange, the then effective laws, administrative regulations, departmental rules, normative documents and the rules formulated by the CSRC or Shenzhen Stock Exchange shall prevail.
Article 23 the system shall be interpreted and revised by the board of directors of the company, and shall come into force and be implemented from the date of deliberation and approval by the board of directors of the company.
Shanxi Panlong Pharmaceutical Group Limited By Share Ltd(002864) April 2002
