Beijing Haitian Ruisheng Science Technology Ltd(688787)
Decision making system for non daily business transactions
Article 1 in order to promote the healthy and stable development of Beijing Haitian Ruisheng Science Technology Ltd(688787) (hereinafter referred to as the “company”), control the business risks of the company and standardize the operation of the company, this system is hereby formulated in accordance with the company law of the people’s Republic of China, the articles of Association of Beijing Haitian Ruisheng Science Technology Ltd(688787) (hereinafter referred to as the “articles of association”) and relevant laws and regulations.
Article 2 this system is applicable to the company’s decision-making on the following non daily business transactions:
1. Purchase or sale of assets (excluding the purchase of raw materials, fuel and power, and the sale of products or commodities and other transactions related to daily operation);
2. Foreign investment (except for purchasing bank financial products);
3. Transfer or transfer of R & D projects;
4. Sign the license agreement;
5. Provide guarantee;
6. Leased in or leased out assets;
7. Entrusted or entrusted management of assets and businesses;
8. Donated or donated assets;
9. Reorganization of creditor’s rights and debts;
10. Provide financial assistance;
11. Other transactions other than daily business transactions.
Article 3 decisions on transactions, related party transactions, external guarantees and financing that occur frequently in the daily operation of the company shall be implemented in accordance with the corresponding special systems of the company, and the provisions of this system shall not apply.
Article 4 if the non daily business transaction of the company meets one of the following standards, it shall be deliberated and approved by the board of directors: (1) the total assets involved in the transaction (if there are both book value and assessed value, whichever is higher) account for more than 10% of the company’s total assets audited in the latest period; (2) The transaction amount of the transaction accounts for more than 10% of the market value of the company; (3) The net assets of the subject matter of the transaction (such as equity) in the latest fiscal year account for more than 10% of the market value of the company; (4) The relevant operating income of the transaction 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 more than 10 million yuan; (5) The profit generated from the transaction accounts for more than 10% of the audited net profit of the company in the latest fiscal year and exceeds 1 million yuan; (6) The net profit related to the subject matter of the transaction (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 more than 1 million yuan.
If the data involved in the above index calculation is negative, take its absolute value for calculation.
Unless otherwise provided by laws, administrative regulations, CSRC, Shanghai Stock Exchange or the articles of association, the transactions that fail to meet the provisions of this paragraph and should be considered by the board of directors shall be approved by the chairman, who may authorize the general manager to approve.
Article 5 if the non daily business transaction of the company meets one of the following standards, it shall be submitted to the general meeting of shareholders for deliberation: (1) the total assets involved in the transaction (if there are both book value and assessed value, whichever is higher) account for more than 50% of the total assets of the listed company audited in the latest period; (2) The transaction amount of the transaction accounts for more than 50% of the market value of the listed company; (3) The net assets of the subject matter of the transaction (such as equity) in the latest fiscal year account for more than 50% of the market value of the listed company; (4) The relevant operating income of the transaction object (such as equity) in the latest fiscal year accounts for more than 50% of the audited operating income of the listed company in the latest fiscal year, and exceeds 50 million yuan; (5) The profit generated from the transaction accounts for more than 50% of the audited net profit of the listed company in the latest fiscal year, and more than 5 million yuan; (6) The net profit related to the subject matter of the transaction (such as equity) in the latest fiscal year accounts for more than 50% of the audited net profit of the listed company in the latest fiscal year, and exceeds 5 million yuan; (7) The total assets or transaction amount involved in the purchase or sale of assets by the company exceeds 30% of the company’s total assets audited in the latest period within 12 consecutive months.
If the data involved in the above index calculation is negative, take its absolute value for calculation.
Transactions in which the company unilaterally obtains benefits, including receiving cash assets, obtaining debt relief, accepting guarantees and subsidies, can be exempted from the deliberation procedures of the general meeting of shareholders.
Article 6 a resolution made by the board of directors on non routine business transactions shall be valid only after it is passed by more than half of all directors.
Article 7 the resolution of the general meeting of shareholders on non daily business transactions shall be adopted by more than half of the effective voting rights held by the shareholders attending the general meeting of shareholders. However, for the transaction of the company’s purchase and sale of assets, the total assets or transaction amount involved in the transaction has exceeded 30% of the company’s latest audited total assets within 12 consecutive months, It shall be approved by more than two-thirds of the effective voting rights held by the shareholders attending the general meeting of shareholders.
Article 8 where the company carries out transactions by stages, the decision-making procedures specified in Articles 4 and 5 of this system shall be applied on the basis of the total amount of transactions.
Article 9 when the company and the same trading party have the same category and opposite direction transactions specified in Article 2 of this system at the same time, the decision-making procedures specified in Articles 4 and 5 of this system shall be applied according to the one-way amount.
Article 10 the change of the company’s equity trading system shall be taken as the basis for the calculation of the company’s relevant financial indicators.
If the aforesaid equity transaction does not lead to any change in the scope of the consolidated statements, the relevant financial indicators shall be calculated according to the change proportion of the equity held by the company as the calculation basis, and the decision-making procedures specified in Articles 4 and 5 of this system shall apply.
Article 11 for transactions that meet the standards specified in Article 5 of these rules, if the subject matter of the transaction is the equity of the company, the company shall provide an accounting firm qualified to perform securities and futures related business to issue an audit report on the financial and accounting report of the subject matter of the transaction in the latest year and another period. The audit deadline shall not exceed six months from the use date of the audit report; If the subject matter of the transaction is other non cash assets other than equity, the company shall provide an asset appraisal institution qualified to carry out securities and futures related business for appraisal. The benchmark date of the appraisal shall not exceed one year from the date of use of the appraisal report.
Article 12 when providing financial assistance, the company shall take the transaction amount as the transaction amount, which is applicable to item (2) of Article 4 or item (2) of Article 5 of this system.
Article 13 if the company has entrusted financial management for 12 consecutive months, the maximum balance in that period shall be the transaction volume, and item (2) of Article 4 or item (2) of Article 5 of this system shall apply.
Article 14 in addition to providing guarantee, entrusted financial management and other matters, when the company conducts transactions of the same category and related to the subject matter specified in Article 2, it shall apply the decision-making procedures specified in Articles 4 and 5 of this system in accordance with the principle of cumulative calculation for 12 consecutive months.
Those who have fulfilled relevant obligations in accordance with Articles 4 and 5 shall not be included in the scope of relevant cumulative calculation.
Article 15 Where a company has a transaction of leased assets or assets under entrusted management, item (4) of Article 4 or item (4) of Article 5 of this system shall be applied on the basis of rent or income.
Where a listed company leases assets or entrusts others to manage assets, items (1) and (4) of Article 4 or items (1) and (4) of Article 5 of this system shall be applied on the basis of total assets, rental income or management fee.
If the scope of the company’s consolidated statements is changed due to the entrusted operation, leasing in assets or entrusting others to manage or lease out assets, it shall be deemed to have purchased or sold assets.
Article 16 the transactions listed in Article 2 of this system by the holding subsidiary of the company shall be regarded as the behavior of the company itself, and the provisions of this system shall apply.
For transactions between the company and its holding subsidiaries within the scope of consolidated statements or between the above holding subsidiaries, after the company is listed, unless otherwise stipulated by the CSRC or the stock exchange on which the company is listed, it is exempted from performing the corresponding procedures in accordance with this system.
Article 17 when the company discusses the transaction matters specified in this system, if necessary, it can hire relevant project experts, financial experts and legal experts to demonstrate the scheme.
Article 18 If any department, institution or individual of the company violates the provisions of this system and makes ultra vires examination and approval in non daily business transactions of the company, the company has the right to punish them accordingly; If losses are caused to the company, the relevant responsible person shall compensate the company for the losses.
Article 19 this system shall be formulated by the board of directors and shall come into force after being submitted to the general meeting of shareholders for approval, and the same shall apply when amending.
Article 20 the system shall be interpreted by the board of directors of the company.
Article 21 matters not covered in this system shall be implemented in accordance with relevant national laws, regulations and the articles of Association; In case of any conflict between this system and the laws and regulations promulgated by the state in the future or the articles of association modified by legal procedures, it shall be implemented in accordance with the relevant laws and regulations of the state and the articles of association, and shall be revised immediately and reported to the general meeting of shareholders for deliberation and approval.
Beijing Haitian Ruisheng Science Technology Ltd(688787) February 9, 2022
