Venture capital management system
Chapter I General Provisions
Article 1 in order to regulate the venture capital and related information disclosure of Ninestar Corporation(002180) (hereinafter referred to as “the company”), prevent investment risks, strengthen risk control and protect the rights and interests of investors and the interests of the company, in accordance with the securities law of the people’s Republic of China, the stock listing rules of Shenzhen Stock Exchange and the administrative measures for information disclosure of listed companies This system is formulated in accordance with the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange and other laws, regulations, normative documents and the relevant provisions of the Ninestar Corporation(002180) articles of Association (hereinafter referred to as the “articles of association”).
Article 2 the term “venture capital” as mentioned in this system refers to securities investment, derivatives trading and other investment activities recognized by the CSRC and Shenzhen Stock Exchange.
Securities investment includes placement or subscription of new shares, securities repurchase, investment in stocks and depositary receipts, bond investment, entrusted financial management and other investment activities recognized by Shenzhen Stock Exchange. Among them, entrusted financial management refers to the behavior of a listed company entrusting banks, trusts, securities, funds, futures, insurance asset management institutions, financial asset investment companies, private fund managers and other professional financial institutions to invest and manage its property or purchase relevant financial products.
Derivatives refer to forward, futures, swaps (swaps), options and other products or financial instruments with mixed characteristics of the above products. The underlying assets of derivatives can be securities, indexes, interest rates, exchange rates, currencies, commodities and other targets, or a combination of the above targets.
This system is not applicable under the following circumstances:
(i) Fixed income investment or commitment to break even investment;
（2） Participate in the allotment of shares or exercise the preemptive right of other listed companies;
（3） For the purpose of strategic investment, purchase more than 10% of the total share capital of other listed companies and plan to hold securities investment for more than 3 years;
（4） Investments made before the company’s initial public offering and listing.
Article 3 principles of venture capital
(i) The company’s venture capital shall comply with national laws, regulations, normative documents, articles of association and
The system and other relevant regulations;
（2） The company’s venture capital shall prevent investment risks, strengthen risk control and reasonably evaluate benefits; (III) the company’s venture capital must adapt to the asset structure, have an appropriate scale and act according to its ability, and shall not affect the normal operation of the company’s main business.
Article 4 the company can only use its own funds for venture capital, and shall not use the raised funds for venture capital directly or indirectly.
Article 5 when making venture capital, the company shall also promise in the announcement that it will not use idle raised funds to temporarily supplement working capital, change the investment direction of raised funds to permanently supplement working capital, permanently use over raised funds to supplement working capital or repay bank loans within 12 months after the venture capital. Article 6 the company shall not make venture capital during the following periods:
(i) The period during which idle raised funds are used to temporarily supplement working capital;
（2） Within 12 months after changing the investment direction of the raised funds into permanent supplementary working capital;
（3） Within 12 months after the over raised funds are permanently used to supplement working capital or repay bank loans.
Article 7 the company shall establish securities accounts and capital accounts in its own name for securities investment, and shall not use other people’s accounts or provide funds to others for securities investment.
If the company has established a securities account and capital account, it shall report the corresponding securities account and capital account information to the Shenzhen stock exchange while disclosing the announcement of the resolution of the board of directors.
If the company has not established securities accounts and capital accounts, it shall report relevant information to Shenzhen Stock Exchange within two trading days after the establishment of relevant securities accounts and capital accounts.
Article 8 without the approval of the company, the holding subsidiaries of the company shall not make venture capital. The company’s holding subsidiary’s venture capital shall be regarded as the behavior of the company, and the provisions of this system shall apply.
Where a company’s venture capital investment in a joint-stock company has a great impact on the company’s performance, it shall perform the obligation of information disclosure with reference to the relevant provisions of this system.
Chapter II decision-making authority of venture capital
Article 9 the company’s approval authority for venture capital is as follows:
(i) The company’s venture capital investment shall be reviewed and approved by the board of directors, and shall be disclosed in time after being reviewed and approved by the board of directors;
（2） The company’s venture capital investment with an amount of more than 50 million yuan other than stock and its derivatives investment, fund investment and futures investment shall also be submitted to the general meeting of shareholders for deliberation.
（3） The company’s stock and derivatives investment, fund investment and futures investment shall be submitted to the general meeting of shareholders for deliberation after being deliberated and approved by the board of directors, and shall obtain the consent of more than two-thirds of all directors and more than two-thirds of independent directors.
If the company is in the continuous supervision period, the recommendation institution shall issue clear consent opinions on its stock and derivatives investment, fund investment and futures investment.
Article 10 the company’s venture capital shall be calculated based on the total amount of various venture capital and the cumulative amount for 12 consecutive months. If the relevant obligations have been performed in accordance with the provisions, it will not be included in the relevant cumulative calculation scope.
Chapter III control procedures for venture capital management
Article 11 the audit committee of the company shall supervise the internal control audit department to be responsible for the audit and supervision of venture capital projects, inspect venture capital projects at least once every six months, reasonably predict the possible gains and losses of various venture capital according to the principle of prudence, issue review opinions and report to the Audit Committee. If a listed company is found to be in violation of laws and regulations and non-standard operation, it shall report to the Shenzhen Stock Exchange in a timely manner.
Article 12 the audit committee of the board of directors of the company shall be responsible for the prior deliberation of venture capital projects, and issue review opinions on the risks of venture capital projects, implementation procedures and implementation of internal control systems.
Article 13 independent directors may inspect the use of venture capital funds. On the basis of verification by the internal audit department, independent directors are mainly verified by the audit committee of the board of directors. If necessary, two or more independent directors have the right to appoint an independent external audit institution to conduct special audit of venture capital funds.
Article 14 the board of supervisors may supervise the use of securities investment funds.
Chapter IV internal approval process of venture capital
Article 15 the initial intention of a venture capital project may be proposed by the company’s shareholders, directors, general manager and the person in charge of project investment.
Article 16 the Securities Department of the company shall take the lead in organizing investigation and research, collecting project related data, conducting feasibility analysis, forming Research Report and implementation plan, forming preliminary investment project proposal and submitting it to the general manager for approval according to whether the project complies with national laws, regulations and relevant policy documents.
Article 17 the general manager shall convene and preside over the general manager’s office meeting to discuss the investment project proposal, submit the project formation proposal meeting the investment requirements to the board of directors for deliberation, and submit it to the general meeting of shareholders for deliberation after being deliberated by the board of directors.
Article 18 The Finance Department of the company is responsible for the capital and financial management of venture capital projects.
After the board of directors and the general meeting of shareholders of the company pass the venture capital resolution, the specific implementer of the venture capital project shall put forward the fund application, which shall be reviewed and signed by the chief financial officer and other relevant persons in charge, and submitted to the general manager for review and signature. After being reviewed by the person in charge of the financial department, the fund shall be allocated to the corresponding special account.
Article 19 independent directors shall express independent opinions on the compliance of relevant approval procedures for venture capital projects, the establishment and perfection of internal control procedures, the impact on the company, etc.
Chapter V responsible departments and persons of venture capital
Article 20 the chairman of the company is the first responsible person for venture capital management and signs agreements and contracts related to venture capital within the scope authorized by the board of directors or the general meeting of shareholders.
As the person directly responsible for the operation and disposal of venture capital projects, the Secretary of the board of directors of the company is specifically responsible for the operation and disposal of venture capital projects and performing relevant information disclosure obligations.
Article 21 as the responsible department, the Securities Department of the company is responsible for the investigation, negotiation and evaluation of venture capital projects, the implementation of specific operations and post event file management.
Article 22 the Finance Department of the company, as the responsible department, is responsible for the raising and use management of venture capital project funds and the management of venture capital project deposit.
Article 23 the internal audit department of the company is responsible for the audit and supervision of venture capital projects, and shall comprehensively inspect the progress of all venture capital projects at the end of each fiscal year.
Chapter VI Information Disclosure of venture capital
Article 24 when making venture capital, the company shall timely perform the obligation of information disclosure in strict accordance with the requirements of Shenzhen Stock Exchange.
Article 25 the company shall submit the following documents to the bourse within two trading days after making the venture capital decision:
(i) Resolutions and announcements of the board of directors;
（2） Independent directors’ independent opinions on compliance of relevant approval procedures, establishment and improvement of internal control procedures, impact on the company, etc;
（3） The recommendation institution shall check the compliance of the venture capital, the impact on the company, the possible risks, and whether the risk control measures taken by the company are sufficient and effective, and issue explicit consent opinions (if any);
（4） Securities account, futures account, derivative contract account and capital account opened in the name of the company (applicable to stock, depositary receipts and their derivatives trading, fund investment and futures investment).
（5） Derivative trading contracts or specific explanatory materials (applicable to derivative trading);
（6） Opinions of competent authorities involved in derivative transactions (applicable to derivative transactions).
（7） Other documents required by Shenzhen Stock Exchange.
Article 26 when a company conducts securities transactions and derivatives transactions, it shall at least disclose the following contents: (I) investment overview, including investment purpose, investment amount, investment method, investment period, capital source, etc;
The investment amount mentioned above refers to the total amount of this investment. If the company invests with the amount of quota within the specified period, the capital used for short-term investment within the period can be recycled, but the income obtained from investment can be reinvested, and the reinvested amount shall not be included in the initial investment amount.
（2） The review procedure of the investment shall explain the procedures to be performed for this investment. If the company conducts derivative transactions, it shall explain whether it has been reviewed and approved by the board of directors or the general meeting of shareholders; if related party investment is involved, whether it is necessary to perform or has performed the related party transaction voting procedures and relevant voting conditions. （3） Risk analysis of investment and risk control measures to be taken by the company;
The company shall assess the risk of this investment and explain the company’s staffing, account and fund management system, decision-making procedures, risk control measures and supervision on securities investment and derivatives trading.
In case of derivatives trading, the company shall also disclose the risks of all kinds of derivatives, including but not limited to market risk, liquidity risk, credit risk, operational risk, legal risk and their estimation methods, parameter settings and occurrence probability, and analyze and disclose the maximum loss amount of relevant contracts caused by the above risks; Classify and describe the risk management strategies of various traded derivatives, evaluate the risk hedging results of various derivatives transactions and the exposure of risks that have not been hedged, and classify and describe the risk management measures such as stop loss limit set for various traded derivatives.
（4） The impact of investment on the company;
The company shall assess the risk of this investment and explain the company’s staffing, account and fund management system, decision-making procedures, risk control measures and supervision on securities investment and derivatives trading.
In case of derivatives trading, the company shall also disclose the risks of all kinds of derivatives, including but not limited to market risk, liquidity risk, credit risk, operational risk, legal risk and their estimation methods, parameter settings and occurrence probability, and analyze and disclose the maximum loss amount of relevant contracts caused by the above risks; Classify and describe the risk management strategies of various traded derivatives, evaluate the risk hedging results of various derivatives transactions and the exposure of risks that have not been hedged, and classify and describe the risk management measures such as stop loss limit set for various traded derivatives.
（5） Opinions of independent directors;
（6） Opinions of intermediaries (if any);
（7） Other contents required by Shenzhen Stock Exchange;
Article 27 for derivatives transactions, Subsequently, if the fair value impairment of the traded derivatives and the change in the value of the assets (if any) used for risk hedging are aggregated, resulting in a total loss or floating loss, the company shall disclose in a timely manner whenever the amount reaches 10% of the audited net profit attributable to the shareholders of the listed company in the latest year and the absolute amount exceeds RMB 10 million.
Article 28 the company shall disclose the securities investment during the reporting period in the periodic report, and the disclosure contents shall include:
(i) Portfolio of securities investment at the end of the reporting period, indicating the types of securities, investment amount and proportion in the total investment amount;
（2） The name, code, holding quantity, initial investment amount, market value at the end of the reporting period and the proportion in the total investment amount of the top ten securities listed according to the proportion of market value in the total investment amount at the end of the reporting period;
（3） Profit and loss of securities investment during the reporting period
Article 29 the company shall disclose the derivatives transactions that have been carried out in its regular reports, including:
(i) Positions in derivative transactions at the end of the reporting period. The company shall disclose the number of derivatives positions that have not yet expired at the end of the reporting period, the contract amount, the maturity period, and the proportion in the company’s net assets at the end of the reporting period; And describe the classification methods and standards adopted;
（2） Changes in the floating profits and losses of the combination of traded derivatives and their risk hedging assets, as well as the impact on the current profits and losses of the company;
（3） Risk analysis and control measures for derivatives positions, including but not limited to market risk, liquidity risk, credit risk, operational risk, legal risk, etc;
（4） For the changes in the market price or fair value of the traded derivatives during the reporting period, the analysis of the fair value of the derivatives shall disclose the specific methods used and the setting of relevant assumptions and parameters;
（5） Whether the accounting policies and specific accounting principles of the company’s derivatives have changed compared with the previous reporting period
