Palm Eco-Town Development Co.Ltd(002431)
Management system for external financial assistance
Chapter I General Provisions
Article 1 in order to regulate the financial assistance provided by Palm Eco-Town Development Co.Ltd(002431) (hereinafter referred to as “the company”), prevent financial risks and ensure the stable operation of the company, in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of information disclosure of listed companies and the stock listing rules of Shenzhen Stock Exchange This system is formulated in accordance with the relevant provisions of the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – Guidelines for the standardized operation of listed companies on the main board and the Palm Eco-Town Development Co.Ltd(002431) articles of Association (hereinafter referred to as the “articles of association”) and in combination with the actual situation of the company.
Article 2 the term “external financial assistance” as mentioned in this system refers to the company and its holding subsidiaries providing funds and entrusted loans with compensation or free of charge, except for the following circumstances:
(I) the company’s main business is to provide loans, loans and other financing services;
(II) the object of subsidy is the holding subsidiary within the scope of the company’s consolidated statements with a shareholding ratio of more than 50%, and the other shareholders of the holding subsidiary do not include the controlling shareholders, actual controllers and their affiliates of the listed company.
(III) other circumstances recognized by the CSRC or Shenzhen Stock Exchange.
Article 3 the company shall not provide financial assistance to affiliated legal persons (or other organizations) and affiliated natural persons specified in the stock listing rules of Shenzhen Stock Exchange, except for providing financial assistance to affiliated joint-stock companies (excluding entities controlled by the controlling shareholders and actual controllers of listed companies), and other shareholders of the joint-stock companies provide financial assistance with the same conditions according to the proportion of capital contribution.
Chapter II examination and approval authority and procedures of external financial assistance
Article 4 the company’s external financial assistance must be reviewed by the board of directors or the general meeting of shareholders.
Article 5 unless otherwise stipulated by Shenzhen Stock Exchange, the financial assistance provided by the company to the outside world belongs to one of the following circumstances, which shall be submitted to the general meeting of shareholders for deliberation and approval after being deliberated and approved by the board of directors:
(I) the amount of single financial assistance exceeds 10% of the latest audited net assets of the listed company;
(II) the latest financial statement data of the funded object shows that the asset liability ratio exceeds 70%;
(III) the cumulative amount of financial assistance in the last 12 months exceeds 10% of the latest audited net assets of the listed company;
(IV) other circumstances stipulated by Shenzhen Stock Exchange or the articles of association.
Article 6 the company’s external financial assistance shall be deliberated and approved by more than half of all directors, and shall also be deliberated and approved by more than two-thirds of the directors attending the meeting of the board of directors and make a resolution, and fulfill the obligation of information disclosure in a timely manner.
When the board of directors of the company deliberates on financial assistance matters, the independent directors and recommendation institutions or independent financial advisers (if any) of the company shall express their opinions on the legality and compliance of the matters, the impact on the company and the existing risks. Article 7 Where a listed company provides financial assistance to a holding subsidiary or joint-stock company, other shareholders of the company shall, in principle, provide financial assistance with the same conditions according to the proportion of capital contribution. If other shareholders fail to provide financial assistance to the company with the same conditions or proportion of capital contribution, they shall explain the reasons and the reasons why the interests of the listed company have not been damaged, and whether the listed company has required the above-mentioned other shareholders to provide corresponding guarantees.
Article 8 Where other shareholders of the company’s affiliated joint-stock companies (excluding the controlling shareholders, actual controllers and entities controlled by their affiliated persons) provide financial assistance with the same conditions according to the proportion of capital contribution, the listed company may provide financial assistance to the affiliated joint-stock companies.
The above-mentioned affiliated joint-stock companies refer to the affiliated legal persons (or other organizations) of listed companies with shares held by listed companies and belonging to the listed companies specified in the stock listing rules of Shenzhen Stock Exchange.
The financial assistance provided by the company to the above-mentioned affiliated joint-stock companies shall not only be deliberated and approved by more than half of all non affiliated directors, but also be deliberated and approved by more than two-thirds of the non affiliated directors attending the meeting of the board of directors, and submitted to the general meeting of shareholders for deliberation.
Chapter III operating procedures for external financial assistance
Article 9 before providing external financial assistance, the financial department shall be responsible for the risk investigation of the financially funded enterprises in terms of asset quality, operation, industry prospect, solvency and credit status, and issue the risk assessment report. The audit and Supervision Center shall review the risk assessment report provided by the financial department and submit it to the board of directors or the general meeting of shareholders for deliberation after passing the review.
Article 10 after being deliberated and approved by the board of directors or the general meeting of shareholders, the financial department of the company shall go through the procedures for providing financial assistance to the outside world, the filing and management of relevant documents and other related matters, and do a good job in the follow-up tracking, supervision and other related work of the recipients of financial assistance.
Article 11 after being deliberated and approved by the board of directors or the general meeting of shareholders, the Securities Department of the company shall do a good job in information disclosure, and cooperate with the financial department to be responsible for tracking, supervising and other related work for the funded enterprises in the future.
Article 12 when providing financial assistance to the outside world, the company shall sign an agreement with the funded object and other relevant parties to specify the conditions to be observed by the funded object, the amount, duration, liability for breach of contract and other contents.
If the financial assistance is not recovered within the time limit, the company shall disclose the reasons in time and whether feasible remedial measures have been taken, and fully explain the judgment of the board of directors on the solvency of the funded object and the recovery risk of the financial assistance. Before the overdue financial assistance is recovered, the company shall not provide additional financial assistance to the same object. Chapter IV disclosure of information on external financial assistance
Article 13 the company shall submit the following documents to Shenzhen Stock Exchange when disclosing the external financial assistance:
(I) announcement manuscript;
(II) draft of resolutions of the board of directors and announcement of resolutions;
(III) agreements related to this financial assistance;
(IV) opinions of independent directors;
(V) opinions of the recommendation institution (if any);
(VI) other documents required by Shenzhen Stock Exchange.
Article 14 the announcement of financial assistance provided by the company to the outside world shall announce the following contents within two trading days after the deliberation and approval of the board of directors of the company:
(I) overview of financial assistance matters, including the main contents of the financial assistance agreement, the purpose of funds and the approval procedures for financial assistance matters;
(II) the basic information of the funded object, including but not limited to the time of establishment, registered capital, controlling shareholder, actual controller, legal representative, main business, main financial indicators (at least including the audited total assets, total liabilities, owner’s equity attributable to the parent company, operating income, net profit attributable to the owner of the parent company, etc.) and credit information; Whether there is a related relationship with the company, and if so, the specific related situation shall be disclosed; The financial assistance provided by the company to the object in the previous fiscal year;
(III) risk prevention measures taken, including but not limited to whether the funded object or other third parties provide guarantee for financial assistance.
If a third party provides guarantee for financial assistance, it shall disclose the basic information of the third party and its guarantee performance ability;
(IV) where financial assistance is provided to a holding or participating subsidiary formed by joint investment with related parties, the basic information of other shareholders of the funded object, the relationship with the company and the performance of corresponding obligations according to the proportion of capital contribution shall be disclosed; If other shareholders fail to provide financial assistance to the holding or participating subsidiary according to the same conditions and proportion of capital contribution, they shall explain the reasons and the reasons why the interests of the company have not been damaged;
(V) the opinions of the board of directors, mainly including the reasons for providing financial assistance, disclosing the interests, risks and fairness of the financial assistance and the judgment of the board of directors on the debt repayment ability of the financial assistance object on the basis of a comprehensive assessment of the asset quality, operation, industry prospect, solvency, credit status, third-party guarantee and performance ability of the financial assistance object;
(VI) opinions of independent directors, mainly expressing independent opinions on the necessity, legal compliance, fairness, impact on the rights and interests of the company and minority shareholders and existing risks of the matter;
(VII) opinions of the recommendation institution, mainly expressing opinions on the legality, compliance, fairness and risks of the matter (if applicable);
(VIII) the accumulated amount of financial assistance provided by the company and the amount overdue;
(IX) other contents required by Shenzhen Stock Exchange.
Article 15 for the disclosed financial assistance matters, the company shall also timely disclose the relevant information and the measures to be taken in one of the following circumstances:
(I) the funded object fails to repay in time after the agreed funding period expires;
(II) financial difficulties, insolvency, cash flow difficulties, bankruptcy and other situations that seriously affect the repayment ability of the funded object or the third party providing guarantee for financial assistance;
(III) other circumstances recognized by Shenzhen Stock Exchange.
Article 16 in case of any of the following circumstances, the company shall refer to the provisions of this system:
(I) providing external financial assistance in the form of physical assets and intangible assets outside the main business scope;
(II) bear expenses for others;
(III) the fees for providing or collecting the right to use assets free of charge are significantly lower than the general level of the industry;
(IV) the proportion of advance payment is significantly higher than the general level of the same industry;
(V) other acts identified by the exchange that constitute substantial financial assistance.
Chapter V accountability mechanism
Article 17 relevant personnel of the company shall apply for, approve and manage the above financial assistance in strict accordance with relevant laws, regulations, normative documents, the articles of association and the relevant provisions of this system. In case of providing financial assistance to the outside world in violation of the above provisions, causing losses or adverse effects to the company, the company shall impose a warning and punishment on the relevant responsible personnel, and may remove them from their posts and investigate their liability for compensation.
Chapter VI supplementary provisions
Article 18 the provisions of this system shall apply to the financial assistance provided by the holding subsidiaries of the company.
Article 19 matters not covered in this system shall be implemented in accordance with relevant national laws, regulations, normative documents and the relevant provisions of the articles of association. In case of any inconsistency between this system and relevant laws, regulations, normative documents and the articles of association, the provisions of relevant laws, regulations, normative documents and the articles of association shall prevail.
Article 20 the system shall be revised and interpreted by the board of directors of the company.
Article 21 the system shall come into force and be implemented from the date of deliberation and adoption by the general meeting of shareholders.
Palm Eco-Town Development Co.Ltd(002431) board of directors April 26, 2022
