Measures for the administration of entrusted financial management business
Chapter I General Provisions
Article 1 in order to standardize the management of Avic Jonhon Optronic Technology Co.Ltd(002179) (hereinafter referred to as “the company”) entrusted financial management business, improve capital operation efficiency and effectively prevent investment risks, These measures are formulated in accordance with the company law of the people’s Republic of China, 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, the basic norms of enterprise internal control, the articles of Association (hereinafter referred to as the articles of association) and other laws, regulations and systems.
Article 2 These measures are applicable to the headquarters of the company and its subsidiaries at all levels.
Article 3 the entrusted financial management referred to in these Measures 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 property or purchase relevant financial products. Entrusted financial products include bank financial products, trust financial products, securities financial products, insurance financial products, fund financial products and other financial products.
Chapter II principles of entrusted financial management
Article 4 the company’s entrusted financial management business shall follow the principles of prudent development, legal compliance, scientific decision-making and risk prevention and control.
Article 5 the company shall carry out entrusted financial management business on the premise of not affecting the normal operation and development of the company and on the premise that the risk is measurable, controllable and affordable. In order to fully ensure the safety of the company’s funds and assets, the company’s entrusted financial management behavior shall follow the following principles:
(I) if the company carries out entrusted financial management business with its own funds, it shall not affect the capital demand of the company’s normal production and operation activities and project construction;
(II) the company shall conduct entrusted financial management for the temporarily idle raised funds, and the term of its investment products shall not exceed 12 months, and must have high safety and good liquidity, which shall not affect the normal progress of the investment plan of the raised funds;
(III) the financial products purchased shall be low-risk, good liquidity and stable financial products, such as products that can ensure the safety of principal, fixed income products, products with agreed expected rate of return and sufficient guarantee measures;
(IV) the company can only conduct transactions with qualified professional financial institutions when carrying out entrusted financial management business.
Chapter III decision-making procedures for entrusted financial management
Article 6 the company shall carry out the relevant decision-making procedures of the company to carry out the entrusted financial management business. Entrusted financial management matters that fail to meet the deliberation standards of the board of directors shall be subject to the internal decision of the company; Entrusted financial management matters that meet the deliberation standards of the board of directors shall be deliberated and decided by the board of directors and the general meeting of shareholders (if necessary). Article 7 if the company uses the temporarily idle raised funds to carry out entrusted financial management business, it shall carry out the decision-making procedures such as the deliberation of the board of directors or the general meeting of shareholders and the express consent of the independent directors, the board of supervisors and the sponsors or independent financial advisers in accordance with the relevant regulatory provisions of the securities regulatory authorities on the raised funds.
Article 8 the company shall conduct investment and financial management within the scope of the amount and type of entrusted financial management reviewed and approved by the board of directors or the general meeting of shareholders.
Article 9 when a subsidiary (including a wholly-owned subsidiary and a holding subsidiary) carries out entrusted financial management business with its own funds, it shall perform the relevant decision-making procedures of the subsidiary and carry out the corresponding approval procedures and consent of the company; When a subsidiary carries out entrusted financial management business with temporarily idle raised funds, it shall, in accordance with the requirements of the securities regulatory department, perform the internal decision-making procedures of the subsidiary and report to the headquarters of the company for the record.
Chapter IV internal control and risk monitoring management measures
Article 10 when carrying out entrusted financial management business, the company shall select a qualified professional financial management institution with good credit status and financial status, no bad credit record and strong profitability as the trustee, and sign a written contract with the trustee to clarify the amount, period, investment products, rights, obligations and legal liabilities of both parties.
Article 11 the financial department of the company is responsible for the management of entrusted financial management business, and shall fully and prudently evaluate the policy risk, market risk, credit risk and other relevant investment risks. Article 12 the financial department of the company shall do a good job in tracking the entrusted financial products. Once the default risk is found or there is a potential risk of default after evaluation, it shall timely study countermeasures and take necessary measures to reduce the risk and loss as much as possible.
Article 13 when there are major risks in the entrusted financial management business of the company, the financial department shall timely submit the analysis report and solution to the chief accountant. The chief accountant shall discuss the countermeasures with relevant personnel and submit them to the general manager’s office meeting for deliberation. At the same time, report to the board of directors of the company. When the major risks that have occurred or may occur meet the disclosure standards stipulated by China securities regulatory authority and Shenzhen Stock Exchange, the company shall make a timely announcement.
Article 14 the legal department of the company shall conduct legal review on the contracts, agreements and other texts related to entrusted financial management business.
Article 15 the Audit Department of the company shall conduct internal audit and supervision on the entrusted financial management business from time to time.
Chapter V information isolation measures
Article 16 all personnel involved in the company’s entrusted financial management business shall abide by the company’s confidentiality system and shall not disclose relevant information without permission.
Article 17 the transaction operation links of entrusted financial management business are independent of each other, and the relevant personnel are independent of each other. The principle of incompatible posts and personnel separation shall be strictly implemented.
Chapter VI Information Disclosure and archives management
Article 18 the company’s entrusted financial management business shall be disclosed in accordance with the relevant rules such as 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.
Article 19 the financial department of the company shall properly keep the approval materials, contracts, agreements and other relevant materials and documents of the entrusted financial management business, establish a detailed account of the entrusted financial management business, and record the relevant information of the entrusted financial management business one by one. The financial department shall be responsible for the entrusted financial management business, which shall be kept according to the accounting archives the next year after the implementation, and the retention period shall be at least 10 years.
Chapter VII supplementary provisions
Article 20 matters not covered in these Measures shall be implemented in accordance with relevant laws, regulations, normative documents and the articles of association.
Article 21 these Measures shall be implemented from the date of deliberation and adoption by the board of directors of the company, and the board of directors of the company shall be responsible for the interpretation.
