Western Regions Tourism Development Co.Ltd(300859)
External donation management system
Chapter I General Provisions
Article 1 in order to further standardize the donation of Western Regions Tourism Development Co.Ltd(300859) (hereinafter referred to as “the company”), strengthen the management of the company’s external donation, better perform the company’s social responsibility and effectively enhance the company’s brand and corporate image on the basis of fully safeguarding the rights and interests of shareholders, creditors and employees, in accordance with the company law of the people’s Republic of China and the donation law of the people’s Republic of China on public welfare undertakings This system is formulated in combination with the actual situation of the company in accordance with the laws and regulations such as the Listing Rules of Shenzhen Stock Exchange gem and the relevant provisions such as Western Regions Tourism Development Co.Ltd(300859) articles of association.
Article 2 this system is applicable to the company and its holding subsidiaries. Without approval, the company’s subsidiaries shall not carry out external donations.
Article 3 the term “external donation” as mentioned in this system refers to the act that the company and its holding subsidiaries voluntarily give the legal property they have the right to dispose of to the legal donee free of charge for public welfare undertakings that are not directly related to production and operation activities.
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 company’s external donation shall follow the principles of voluntariness and free of charge, clear rights and responsibilities, acting according to its ability, honesty and trustworthiness.
Voluntary principle. 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, resulting in unfair market competition.
The principle of clear rights and responsibilities. Directors, supervisors, senior managers or other employees of the company shall not donate the property owned by the company in their own name.
The principle of acting according to one’s ability. The company shall actively participate in social public welfare activities within its ability. 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 donate to others except under special circumstances.
The principle of integrity and law-abiding. 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.
Chapter III Scope of external donation
Article 6 the legal property that the company can use for external donation includes cash and physical assets (including inventory goods, fixed assets and other tangible assets).
The main fixed assets, equity and creditor’s rights held by the company, materials specially reserved by the state, state financial appropriations, entrusted property, property with security interests, property with unclear ownership relationship, or materials that have deteriorated, damaged or expired shall not be used for external donation.
Chapter IV types and beneficiaries of external donations
Article 7 types of external donations:
(I) public welfare donation: that is, public welfare donation to science, education, culture, health and sports, environmental protection, energy conservation and emission reduction and other social public welfare undertakings.
(II) relief donation: refers to the donation provided to disaster stricken areas, designated poverty alleviation areas, designated assistance areas or difficult social vulnerable groups for production, life relief, relief and other aspects.
(III) other donations: in addition to the above donations, donations for other social and public welfare undertakings required to promote social development and progress and the company’s performance of social responsibilities.
Article 8 in principle, the beneficiaries of the company’s external donations shall be public welfare social organizations, public welfare non-profit enterprises and institutions, mass 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 enterprises and 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 9 the company and its controlling shareholders, actual controllers, directors, supervisors, senior managers
The company shall not give donations to units or individuals that have a controlling relationship or direct interest relationship in equity, operation or finance.
Chapter V decision making procedures for external donations
Article 10 the company’s external donations shall be examined and approved in strict accordance with the relevant national laws and regulations, the articles of association, the rules of procedure of the general meeting of shareholders, the rules of procedure of the board of directors and the system.
Article 11 the specific decision-making procedures for external donations occurring in each fiscal year, including cash donations and donations of physical assets (whose value is calculated according to the net book value), are as follows:
(I) a single donation of 500000 yuan or a cumulative donation of no more than 1 million yuan within the year shall be implemented after being approved by the general manager’s office meeting of the company
(II) if the amount of a single donation or accumulated donation within the year exceeds 1 million yuan but not more than 3 million yuan, it shall be implemented after being approved by the board of directors of the company; (III) external donations exceeding 3 million yuan shall be submitted to the general meeting of shareholders for deliberation and approval after being reviewed and approved by the board of directors. Article 12 for the company’s external donation, the handling department shall draw up the donation plan, which shall be reviewed by the general manager of the company. After the financial department of the company analyzes the impact of the donation expenditure on the company’s financial status and operating results, and puts forward the review opinions, it shall perform the corresponding approval procedures in accordance with the conditions listed in Article 12 of the system.
The donation plan shall include the following contents: the reason for donation, the object of donation, the person responsible for donation, the way of donation, the way of donation, the composition and amount of donated property, etc.
Article 13 the audit department is responsible for the supervision, inspection and internal audit of the company’s external donations, supervising the handling units and personnel to implement in strict accordance with the company’s approval resolutions, and managing, standardizing and optimizing the company’s external donations. Article 14 the handling department shall notify the Secretary Office of the board of directors immediately after the donation plan is approved, and fulfill the obligation of disclosure according to law.
Article 15 the company’s financial department shall properly file the documents such as documents for the approval and execution of donations, and the financial department shall properly file the documents for the implementation of donations. Chapter VI Legal Liability
Article 16 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 demote, remove or dismiss the person in charge and other persons directly responsible according to the seriousness of the case. If the case constitutes a crime, the company has the right to submit it to the judicial authority for handling.
Chapter VII supplementary provisions
Article 17 The term “exceeding” in this system does not include the number itself, and the term “not exceeding” includes the number itself. Article 18 matters not covered in this system shall be implemented in accordance with relevant national laws, regulations, normative documents and the articles of association. Article 19 the board of directors of the company is responsible for the formulation, modification and interpretation of this system. Article 20 the system shall come into force as of the date of deliberation and approval by the general meeting of shareholders of the company, and the modification procedure shall be the same.
Western Regions Tourism Development Co.Ltd(300859) board of directors
April 26, 2022
