Chapter 1 General Principles
Article 1
To standardize Kairuide Holdings Co., Ltd. (hereinafter referred to as "the Company") in providing financial assistance to external parties and related information disclosure, prevent operational risks, and ensure the Company's stable operation, these measures are formulated in accordance with the "Securities Law of the People's Republic of China," "Regulations on Information Disclosure by Listed Companies," "Shenzhen Stock Exchange Listing Rules," "Guidelines for the Standardized Operation of Listed Companies on the Shenzhen Stock Exchange," and other relevant regulations.
Article 2
The term "providing financial assistance to external parties" refers to the actions of the listed company and its controlling subsidiaries in providing funds, entrusted loans, etc., either for a fee or free of charge. However, the following situations are excluded: (1) the Company’s main business is providing loans and financing; (2) the recipient is a controlling subsidiary within the consolidated financial statements with a shareholding ratio exceeding 50%; (3) other circumstances recognized by the China Securities Regulatory Commission or the Shenzhen Stock Exchange. Financial assistance provided by the listed company to a controlling subsidiary formed through joint investment with related parties shall be executed in accordance with these measures.
Article 3
The Company shall sign an agreement with the relevant parties regarding the financial assistance provided, stipulating the conditions to be followed by the recipient, the amount of financial assistance, the term, and liability for breach. If the financial assistance amount is overdue and not recovered, the Company shall promptly disclose the reasons and whether feasible remedial measures have been taken, and fully explain the board's judgment on the recipient's debt repayment ability and the risk of recovering the financial assistance. No additional financial assistance shall be provided to the same recipient before the overdue amount is recovered.
Article 4
The Company shall not provide financial assistance to controlling shareholders, actual controllers, and their related parties, as well as to the Company’s directors, supervisors, senior management, and their related parties. Any financial assistance provided to other related parties, regardless of the amount, must be submitted to the shareholders' meeting for deliberation, and related shareholders must abstain from voting.
Chapter 2 Approval Authority and Procedures for Providing Financial Assistance to External Parties
Article 5
The provision of financial assistance to external parties by the Company must be reviewed by the board of directors or the shareholders' meeting.
Article 6
When the board of directors reviews the provision of financial assistance to external parties, it must be approved by more than two-thirds of the attending directors, and related directors must abstain from voting; if the number of voting directors is less than three, it shall be submitted directly to the shareholders' meeting for deliberation.
Article 7
When the board of directors reviews financial assistance matters, the independent directors and the sponsor (if any) shall express independent opinions on the fairness of the matter, compliance of the procedures, and existing risks.