Palm Eco-Town Development Co.Ltd(002431)
Measures for the administration of external donations
Chapter I General Provisions
Article 1 in order to further standardize the donation of Palm Eco-Town Development Co.Ltd(002431) (hereinafter referred to as “the company” or “the company”), strengthen the management of the company’s external donation, better perform the company’s social responsibility on the basis of fully safeguarding shareholders, effectively publicize and enhance the company’s brand and corporate image, and strengthen the supervision and management of state-owned assets, These measures are formulated in accordance with the law of the people’s Republic of China on state owned assets of enterprises, the Interim Regulations on the supervision and administration of state owned assets of enterprises and other relevant laws and regulations, as well as the relevant provisions of the articles of association.
Article 2 These measures are applicable to the head office. In principle, all subsidiaries and holding companies are not allowed to donate to the outside world. If there are special needs, they must be reported to the head office for approval before implementation.
Article 3 the term “external donation” as mentioned in these Measures refers to the act that the company voluntarily gives its legal property to the legal recipient free of charge for public welfare undertakings. Including cash donation and non cash asset donation.
Article 4 the office of the comprehensive management center (hereinafter referred to as the “office”) is responsible for formulating and improving the management measures of the company’s external donations and implementing unified management of the donation of the company and its subsidiaries; Incorporate donations into budget management according to regulations, and be responsible for supervising and inspecting the donation management of the company and its subsidiaries.
Chapter II principles of external donation
Article 5 the company’s external donation shall follow the following principles:
(I) the principle of clear rights and responsibilities: the company’s operators or other employees shall not donate the company’s property in the name of individuals.
(II) principle of legality and compliance. We must abide by national laws, regulations and other rules and regulations, and shall not violate social ethics or damage social public interests and the legitimate rights and interests of other shareholders.
(III) strict control principle. The company shall fully consider its own business scale, profitability, debt level, cash flow and other affordability, and strictly control the scale and standard of donation.
(IV) principles of procedural norms. The company’s external donations must strictly implement the internal decision-making procedures and standardized filing and approval processes.
Chapter III types, objects and asset scope of external donations
Article 6 types of external donations:
(I) public welfare donation refers to the donation to education, science, culture, health and medical treatment, public safety, 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 vulnerable social groups and individuals in difficulty.
(III) other donations, that is, in addition to the above donations, the company’s donations to other social and public welfare undertakings for the purpose of promoting humanitarianism or promoting social development and progress.
Article 7 the object of the company’s external donation
The objects of donation shall be public welfare social organizations, public welfare non-profit institutions, government departments or individuals. 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 and public cultural institutions, social and public sports institutions, social and public security institutions and social welfare institutions established according to law and engaged in public welfare undertakings; Government departments refer to the people’s governments at or above the county level and their constituent departments. The company shall not give donations to internal employees of the company, units, affiliated parties or individuals that have a controlling or controlled relationship with the company in terms of equity, operation or finance.
Article 8 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 required for the production and operation of the company, the equity and creditor’s rights held by the company, the entrusted property, the property with security interests, the property with unclear ownership relationship, or the deteriorated, damaged, expired and scrapped commodities and materials shall not be used for external donation. Article 9 foreign donations shall not be made under the following circumstances:
(I) donations apportioned or in disguised form.
(II) donations provided by enterprises in the name of individuals.
(III) other disallowed donations according to relevant regulations of the state and local governments. Chapter IV decision making procedures and rules for external donations
Article 10 external donations occurring in each financial year, including cash donations and non cash asset donations (their value is calculated based on the net book value), shall be implemented according to the following standards:
In the same year, a single donation less than 200000 yuan of the company can only be implemented after being approved by the president and chairman of the company.
In the same year, the company’s single donation of more than or equal to 200000 yuan must be reviewed by the president and chairman of the company and submitted to the board of directors for approval.
Except under special circumstances, in principle, donations of the same nature and the same recipient shall not be repeated within the year.
Article 11 for the company’s external donation, the handling department and personnel shall initiate the “external donation application process”, and the report shall include but not limited to the following contents: the reason for donation, the object of donation, the way of donation, the composition and amount of donated property. If the donation of physical assets is involved, the property handover procedure shall be explained.
Article 12 the company’s external donation shall be carried out in strict accordance with the above-mentioned procedures, and can only be donated after approval.
Article 13 the company’s external donations shall be included in the annual budget management. The company shall reasonably determine the annual donation budget expenditure, and each donation expenditure within the budget shall strictly follow the review and filing procedures; Emergency special donations beyond the budget shall be approved by the company’s operation and management decision, and the corresponding extrabudgetary review procedures shall be performed.
Article 14 when the company provides donations according to the audit opinions, it shall obtain legal vouchers and do a good job in accounting and tax treatment.
Chapter V Supervision and administration of external donations
Article 15 the overall planning and handling department of the company shall pay attention to the follow-up tracking of the implementation effect of the donation project. The handling department shall submit a complete set of materials involved in each donation, including but not limited to relevant replies, donation certificates and graphic materials of donation implementation to the office for filing through the feedback node of “external donation reporting process”. Article 16 the company shall supervise and inspect the donation through various channels such as supervision, internal audit and intermediary audit, timely find out the problems existing in system construction, work organization, decision-making procedures, budget arrangement, project implementation and financial treatment, and gradually revise and improve them.
Article 17 If the donation management is not carried out in accordance with these measures, or there are violations of laws and regulations in the process of external donation, the relevant personnel will be investigated for direct responsibility according to law.
Chapter VI supplementary provisions
Article 18 the office of the company shall be responsible for the revision and interpretation of these measures.
Article 19 These Measures shall be implemented from the date of deliberation and adoption by the board of directors.
