Hangzhou Century Co.Ltd(300078)
Foreign investment management system
(revised in January 2022)
Chapter I General Provisions
Article 1 in order to standardize the investment decision-making procedures of Hangzhou Century Co.Ltd(300078) (hereinafter referred to as “the company” or “the company”), establish a systematic and perfect investment decision-making mechanism, ensure the scientific, standardized and transparent decision-making, effectively prevent various risks and protect the interests of the company and shareholders This system is hereby formulated in accordance with the relevant provisions of normative documents and the Hangzhou Century Co.Ltd(300078) articles of Association (hereinafter referred to as the “articles of association”).
Article 2 principles to be followed in investment decision-making management:
(I) conform to the national industrial policy and the company’s business purpose;
(II) it is conducive to promoting the systematic and effective allocation of resources and improving the quality of assets;
(III) it is conducive to preventing business risks, improving investment income and safeguarding shareholders’ rights and interests;
(IV) it is conducive to standardize operation according to law, improve work efficiency and implement management responsibilities;
(V) it is conducive to the healthy and sustainable development of the company and improve the core competitiveness and overall strength of the company. Article 3 this system is applicable to all foreign investment activities of the company and its holding subsidiaries. Chapter II decision scope
Article 4 the term “foreign investment” as mentioned in this system refers to the investment behavior of the company for the purpose of making profits or maintaining and increasing value:
(I) equity investment in newly established enterprises solely invested or jointly invested with others;
(II) partial or total acquisition of other domestic and foreign economic entities associated with the company’s business;
(III) investment in capital increase, share expansion and equity acquisition of existing or newly invested enterprises (except for the establishment or capital increase of wholly-owned subsidiaries);
(IV) purchase and sale of assets;
(V) stock and fund investment;
(VI) bonds, entrusted loans, entrusted financial management and other bond investments;
(VII) business projects and asset investment of the company;
(VIII) other investment matters stipulated by laws, regulations and the articles of association.
The above purchase and sale of assets do not include the purchase of raw materials, fuel and power, as well as the sale of products, commodities and other assets related to daily operation, but the purchase and sale of such assets are still included in the asset replacement. When related party transactions are involved in investment matters, they shall be implemented in accordance with the decision-making system of related party transactions of the company.
Chapter III decision making authority and procedures
Article 5 the company implements the hierarchical decision-making system of the general meeting of shareholders, the board of directors and the general manager. The subordinate branches have no right to make foreign investment, and the subsidiaries make foreign investment within the scope authorized by the company.
Article 6 before the company plans to implement the investment matters mentioned in Article 4, the business department that puts forward the investment proposal shall cooperate with the financial department to conduct market research and financial calculation, put forward the project feasibility analysis data and other relevant data, submit them to the general manager for deliberation, and handle the corresponding approval procedures in accordance with the provisions of the articles of association and this system.
Article 7 when considering and making decisions on the investment projects mentioned in Article 4, the following factors shall be fully investigated and a decision shall be made based on them:
(I) whether the relevant laws, regulations and policies involved in the investment project have explicit or implicit restrictions on the investment;
(II) the investment project shall comply with the national and regional industrial policies and the company’s medium and long-term development strategy and annual investment plan;
(III) the investment project has proved to have good development prospects and economic benefits;
(IV) whether the company has the necessary conditions for the smooth implementation of relevant investment projects (including whether it has the conditions for the supply of funds, technology, talents and raw materials required for the implementation of the project);
(V) other relevant materials required for making decisions on investment projects.
Article 8 where the investment project mentioned in Article 4 meets one of the following standards, it shall be submitted to the general meeting of shareholders for deliberation after being deliberated and approved by the board of directors:
(I) the total assets involved in the investment account for more than 50% of the company’s total assets audited in the latest period. If the total assets involved in the investment have both book value and evaluated value, the higher one shall be taken as the calculation data; (II) the relevant operating income of the investment object (such as equity) in the latest fiscal year accounts for more than 50% of the audited operating income of the company in the latest fiscal year, and the absolute amount exceeds 50 million yuan;
(III) the net profit related to the investment object (such as equity) in the latest fiscal year accounts for more than 50% of the audited net profit of the company in the latest fiscal year, and the absolute amount exceeds 5 million yuan;
(IV) the transaction amount of the investment (including debts and expenses) accounts for more than 50% of the company’s latest audited net assets, and the absolute amount exceeds 50 million yuan;
(V) the profit from investment accounts for more than 50% of the audited net profit of the company in the latest fiscal year, and the absolute amount exceeds 5 million yuan;
However, if the company’s foreign investment only meets the criteria in Item (III) or (V) above, and the absolute value of the company’s earnings per share in the latest fiscal year is less than 0.05 yuan, it may be exempted from the deliberation procedures of the general meeting of shareholders.
For investment matters that meet the standards specified in this article, if the subject matter of the transaction is the equity of the company, the company shall disclose the financial and accounting report of the subject matter of the transaction in the latest year for audit, and the audit deadline shall not exceed six months from the date of the general meeting of shareholders to consider the matter; If the subject matter of the transaction is other non cash assets other than equity, the company shall disclose the evaluation report, and the benchmark date of the evaluation shall not exceed one year from the date of the shareholders’ meeting to consider the matter. Audit reports and evaluation reports shall be issued by securities service institutions that comply with the provisions of the securities law.
For the investment that fails to meet the standards specified in this article, if Shenzhen Stock Exchange deems it necessary, the company shall also disclose the audit or evaluation report in accordance with the provisions of the preceding paragraph.
Article 9 Where the investment project mentioned in Article 4 meets one of the following standards, it shall be reviewed and approved by the board of directors and disclosed in time:
(I) the total assets involved in the investment account for more than 10% of the company’s total assets audited in the latest period. If the total assets involved in the transaction have both book value and evaluation value, the higher one shall be taken as the calculation data;
(II) the relevant operating income of the investment object (such as equity) in the latest fiscal year accounts for more than 10% of the audited operating income of the company in the latest fiscal year, and the absolute amount exceeds 10 million yuan;
(III) the net profit related to the investment object (such as equity) in the latest fiscal year accounts for more than 10% of the audited net profit of the company in the latest fiscal year, and the absolute amount exceeds 1 million yuan;
(IV) the transaction amount of the investment (including debts and expenses) accounts for more than 10% of the company’s latest audited net assets, and the absolute amount exceeds 10 million yuan;
(V) the profit from investment accounts for more than 10% of the audited net profit of the company in the latest fiscal year, and the absolute amount exceeds 1 million yuan.
Article 10 where the investment project mentioned in Article 4 meets one of the following standards, it shall be examined and approved by the general manager: (I) the total assets involved in the investment account for less than 10% of the company’s total audited assets in the latest period. If the total assets involved in the investment have both book value and evaluation value, the higher one shall be taken as the calculation data;
(II) the relevant operating income of the investment object (such as equity) in the latest fiscal year accounts for less than 10% of the audited operating income of the company in the latest fiscal year, or the absolute amount is less than 10 million yuan;
(III) the net profit related to the investment object (such as equity) in the latest fiscal year accounts for less than 10% of the audited net profit of the company in the latest fiscal year, or the absolute amount is less than 1 million yuan;
(IV) the transaction amount of investment (including debts and expenses) accounts for less than 10% of the latest audited net assets of the company, or the absolute amount is less than 10 million yuan;
(V) the profit from investment accounts for less than 10% of the audited net profit of the company in the latest fiscal year, or the absolute amount is less than 1 million yuan.
Article 11 if the data involved in the calculation of the above indicators is negative, the absolute value shall be taken for calculation.
The similar investment projects related to the transaction object of the company within 12 months shall be submitted to the competent authority for deliberation in accordance with the principle of cumulative calculation. If the relevant decision-making procedures have been performed in accordance with the provisions, they will not be included in the relevant cumulative calculation scope.
When the company and the same trading party have two transactions in opposite directions at the same time, the higher one of the transaction indicators in a single direction shall be taken as the calculation standard.
When a company invests abroad to establish a limited liability company, joint stock limited company or other organization, the calculation standard shall be the total amount of capital contribution agreed upon in the agreement.
If the subject matter of investment is equity, and the purchase or sale of the equity will change the scope of the company’s consolidated statements, all assets and operating income of the company corresponding to the equity shall be taken as the calculation standard; If there is no change in the scope of the company’s consolidated statements, the relevant financial indicators shall be calculated according to the change proportion of the equity held by the company. In the event of a “purchase or sale of assets” transaction, the higher of the total assets and the transaction amount shall be taken as the calculation standard, and the cumulative calculation shall be made within 12 consecutive months according to the type of transaction. If the cumulative calculation reaches 30% of the total assets audited in the latest period, in addition to the audit or evaluation, it shall also be submitted to the general meeting of shareholders for deliberation, And approved by more than two-thirds of the voting rights held by the shareholders attending the meeting. Those who have fulfilled relevant obligations in accordance with the provisions will not be included in the relevant cumulative calculation scope.
Article 12 when implementing major investment matters, the company shall follow the principle of being conducive to the sustainable development of the company and the interests of all shareholders, there is no horizontal competition with the actual controller and related persons, and ensure the independence of the company’s personnel, integrity of assets and financial independence; The company shall have the ability of independent operation and maintain independence in procurement, production, sales and intellectual property rights.
Article 13 for investment projects that must be submitted to the board of directors or the general meeting of shareholders for approval, the functional department of the company’s investment decision-making shall submit the project feasibility analysis data prepared to the board of directors and the general meeting of shareholders for deliberation.
Article 14 the board of supervisors, the internal audit department, the finance department and the audit committee of the board of directors of the company shall supervise the investment projects according to their responsibilities, timely put forward corrective opinions on violations, put forward special reports on major problems, and submit them to the project investment approval authority for discussion and handling.
Chapter IV Implementation, supervision and inspection of decision-making
Article 15 the company’s investment project decision-making shall ensure its implementation:
(I) according to the relevant resolutions of the general meeting of shareholders and the board of directors, the chairman or the general manager shall sign relevant documents or agreements under the authorization of the chairman;
(II) the business department that puts forward investment suggestions is the specific executing agency of the investment decision that has been reviewed and approved, and it shall formulate practical and feasible specific implementation plans, steps and measures of the investment project according to the investment decision made by the general meeting of shareholders and the board of directors;
(III) the business department making investment suggestions shall regularly submit a written report on the progress of the project to the financial department of the company, and accept the audit of financial revenue and expenditure;
(IV) the financial director shall formulate the fund supporting plan and reasonably allocate the funds according to the investment project implementation plan, steps and measures formulated by the specific executing agency, so as to ensure the smooth implementation of the investment project decision;
(V) the audit and supervision department of the company shall organize auditors to conduct internal audit on the financial revenue and expenditure of investment projects on a regular basis, and put forward written opinions to the financial department and the Secretary of the board of directors;
(VI) after the implementation of each investment project, the settlement documents of the project shall be submitted to the financial department and an application for review shall be submitted. After the financial department summarizes and reviews the project and submits it to the Secretary of the board of directors for review, it shall report to the board of directors and the general meeting of shareholders according to the approval authority of the investment project, and submit it to the Secretary of the board of directors for archiving.
Chapter V recovery and transfer of foreign investment
Article 16 under any of the following circumstances, the company may recover its foreign investment:
(I) according to the articles of association or franchise agreement of the invested company, the operation period of the invested enterprise (project) expires;
(II) due to the poor management of the investment enterprise (project), it is unable to repay the due debts and goes bankrupt according to law; (III) the enterprise (project) cannot continue to operate due to force majeure;
(IV) when other circumstances specified in the contract or agreement for the termination of investment occur or occur.
Article 17 the company may transfer its foreign investment under any of the following circumstances:
(I) the company’s development strategy or business direction is adjusted;
(II) there are continuous losses in the investment project, there is no hope to turn around the losses and there is no market prospect;
(III) when supplementary funds are urgently needed due to insufficient operating funds;
(IV) other circumstances deemed necessary by the company.
Article 18 in case of foreign investment transfer or investment recovery, the implementation team (or department) shall timely submit a written report to the company for approval in accordance with the relevant provisions of the approval authority and procedures of this system. The disposal of foreign investment must comply with the relevant laws and regulations of the state and the relevant provisions of the articles of association.
The procedures and authorities for approving the disposal of foreign investment are the same as those for approving the implementation of foreign investment.
Chapter VI major event report and information disclosure
Article 19 for foreign investment, the company shall perform the obligation of information disclosure in strict accordance with the company law, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the articles of association, the management system of company information disclosure and other relevant provisions.
Article 20 subsidiaries shall implement the relevant provisions of the company and perform the basic obligation of information disclosure. Subsidiaries shall timely report the following major matters to the board of directors of the company:
(I) acquisition and sale of assets;
(II) major litigation and arbitration matters;
(III) conclusion, change and termination of important contracts (loan, entrusted operation, entrusted operation, entrusted financial management, gift, contract, lease, etc.);
(IV) significant operating or non operating losses;
(V) suffer heavy losses;
(VI) major administrative punishment;
(VII) Shenzhen Stock Exchange gem shares
