Zhejiang Huace Film And Tv Co.Ltd(300133)
Securities investment management system
Chapter I General Provisions
Article 1 in order to standardize the securities investment behavior of Zhejiang Huace Film And Tv Co.Ltd(300133) (hereinafter referred to as "the company"), effectively prevent securities investment risks, strengthen risk control and safeguard the interests of the company and the majority of investors, in accordance with the company law of the people's Republic of China, the Securities Law of the people's Republic of China and the Listing Rules of GEM stocks of Shenzhen Stock Exchange This system is formulated in combination with the actual situation of the company, such as the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange and other relevant laws, regulations and normative documents, as well as the Zhejiang Huace Film And Tv Co.Ltd(300133) articles of association and (hereinafter referred to as the "articles of association").
Article 2 the term "securities investment" as mentioned in this system includes stock and its derivatives investment, fund investment, futures investment, real estate investment, securities investment products with the above investment as the subject matter, as well as other investment activities recognized by the China Securities Regulatory Commission, Shenzhen Stock Exchange and other regulatory authorities. The following situations are not applicable to the scope of securities investment norms:
(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 three years;
（4） Investments made before the company's initial public offering and listing.
Article 3 principles of securities investment
(i) The company's securities investment shall comply with relevant provisions of national laws, regulations, normative documents and so on; （2） The company's securities investment shall guard against investment risks, strengthen risk control and reasonably evaluate benefits; （3） The company's securities investment must adapt to the asset structure, be appropriate in scale, act according to its ability, and cannot affect the normal operation of its main business.
Article 4 the capital source of the company's securities investment is the company's own capital. The company shall strictly control the capital scale of securities investment, shall not affect the normal operation of the company, and shall not use the raised funds for securities investment directly or indirectly.
Article 5 this system is applicable to the securities investment of the company and its wholly-owned subsidiaries and holding subsidiaries (hereinafter referred to as "subsidiaries"). Without the consent of the company, subsidiaries shall not invest in securities.
Chapter II responsible departments and persons of securities investment
Article 6 the general meeting of shareholders and the board of directors of the company are the securities investment decision-making bodies of the company, and the major venture capital activities of the company shall be deliberated and approved by the general meeting of shareholders.
Article 7 the person in charge of the company's investment department, as the person directly responsible for the operation and disposal of securities investment projects, is specifically responsible for organizing the deliberation of the investment plan to be submitted to the company's management and the operation and disposal of securities investment projects. The person in charge of other departments is the relevant person in charge.
Article 8 the management of the company is responsible for reviewing the securities investment projects, analyzing and studying the investment plans submitted by the investment department, providing decision-making suggestions, and submitting the projects that meet the investment requirements to the board of directors or the general meeting of shareholders for decision-making.
Article 9 the investment department of the company is the centralized management department of securities investment, which is specifically responsible for:
(i) Establish and improve the relevant management system of the company's securities investment, and supervise the implementation;
（2） Seek and expand the company's securities investment projects, organize due diligence, analysis and preliminary evaluation of the projects, and provide analysis and demonstration materials and investment suggestions to the company's management;
（3） Implementation, follow-up management and monitoring of securities investment projects.
Article 10 the financial management center of the company is responsible for the capital and financial management of securities investment projects.
Article 11 the Legal Affairs Department of the company is the main legal review Department of the company's securities investment, which is responsible for the formulation of legal documents related to securities investment projects and the review of contracts, and puts forward legal opinions on the legality, compliance and relevant legal risks of securities investment projects. If necessary, a lawyer's office is hired to issue special legal opinions on the projects.
Article 12 the internal audit department of the company shall be responsible for the audit and supervision of securities investment projects, conduct a comprehensive inspection of securities investment projects at the end of each quarter, reasonably predict the possible gains and losses of various securities investments according to the principle of prudence, and report to the audit committee of the board of directors.
Article 13 the office of the board of directors of the company is responsible for handling the information disclosure of securities investment in accordance with the provisions of laws, regulations, normative documents and company systems related to securities investment.
Article 14 other departments of the company shall participate in, assist and cooperate with the company's securities investment according to their functions. Article 15 if the relevant responsible departments and persons in charge of the company cause serious impact or loss to the company due to violation of the provisions of this system or dereliction of duty during the investigation, negotiation, evaluation and implementation of securities investment projects, the company will give the responsible person corresponding sanctions such as criticism, warning and termination of labor contract according to the situation; If the circumstances are serious, administrative and economic penalties will be given; If it is suspected of violating the law, the company will transfer it to the judicial authority for handling in accordance with the relevant provisions of laws and regulations.
Chapter III decision making and control process of securities investment projects
Article 16 proposal and preliminary review of the project. The initial intention of securities investment project can be put forward by shareholders, directors, management, investment department and relevant business departments of the project. The investment department shall conduct preliminary verification on the investment project and relevant materials, convene the project approval meeting, conduct comprehensive analysis and evaluation on whether the project complies with national laws, regulations and relevant policy documents, whether it complies with the company's development strategy and whether it can meet the requirements of investment return, and form a preliminary securities investment project proposal, Establish securities investment projects.
Article 17 investigation and evaluation of the project. After the project passes the preliminary review, the investment department shall take the lead in organizing due diligence, collecting project related materials, conducting feasibility analysis, and submitting investment proposals to the management according to the conclusions of due diligence. When necessary, the investment department can hire external institutions and experts to demonstrate the investment project and issue a feasibility study report for investment decision-making reference.
Article 18 examination and approval of the project. The management analyzes and studies the investment proposal submitted by the investment department, and submits the projects that meet the investment requirements to the board of directors or the general meeting of shareholders for decision-making.
Article 19 project implementation and follow-up management. After the securities investment project is approved by the board of directors or the general meeting of shareholders, the investment department shall organize the implementation and take the lead in the follow-up daily management of the project.
Article 20 the investment department is responsible for keeping various resolutions, contracts, agreements and investment equity certificates formed in the process of investment, and establishing detailed archives and records to ensure the safety and integrity of documents.
Chapter IV decision making authority of securities investment
Article 21 the company shall invest in securities within the investment quota and scope deliberated and approved by the board of directors or the general meeting of shareholders:
(i) If the total amount of securities investment accounts for more than 50% of the company's latest audited net assets and the absolute amount exceeds 50 million yuan, it shall be reviewed and approved by the general meeting of shareholders before investment;
（2） If the total amount of securities investment does not meet the above standards, it shall be deliberated and approved by the board of directors of the company.
After the general meeting of shareholders and the board of directors make relevant resolutions on securities investment, the company shall perform the obligation of information disclosure in accordance with the relevant provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange.
Article 22 the company shall establish securities accounts and capital accounts in the name of the company (including subsidiaries, the same below) 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 Shenzhen stock exchange while disclosing the announcement of the resolution of the board of directors. If the company has not established a securities account and capital account, it shall report relevant information to Shenzhen Stock Exchange within two trading days after the establishment of relevant securities accounts and capital accounts.
Article 23 the company shall not make securities investment 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） The raised funds shall be used for permanent replenishment within 12 months after the bank repays the loans.
Article 24 when investing in securities, 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 the over raised funds to supplement working capital or repay bank loans within 12 months after the securities investment.
Chapter V risk control measures
Article 25 the company must establish and improve the securities investment prevention system, ensure the strict separation of personnel, information, accounts, funds and accounting, and ensure that the applicant, reviewer, approver, operator and fund manager of securities investment business are independent of each other.
Article 26 the investment department shall assign special personnel to track the progress and safety of securities investment, and shall require them to report in time in case of abnormalities, so as to take effective measures to recover funds immediately and avoid or reduce the losses of the company. Article 27 securities investment must be conducted in the company's own name through a special securities investment account, and a special person shall be responsible for the management of the securities investment account, including account opening, account cancellation, use registration, etc. It is strictly prohibited to lend securities investment accounts, use other investment accounts and off account investments. It is strictly prohibited to transfer funds from securities investment accounts in the name of individuals, and strictly prohibit the withdrawal of cash from securities investment accounts.
Article 28 the statistics of securities investment categories and funds shall be carried out by a special person designated by the financial management center, and shall be reconciled with the fund management personnel (the manager of the special securities investment account and the fund manager of the company shall not be the same person) in time. The reconciliation shall be recorded and signed by the person in charge of finance.
Article 29 the investment department shall organize personnel or, if necessary, external personnel and entrust relevant professional institutions to study and demonstrate the investment varieties, stop profits and losses, put forward research reports and submit them to the management for review.
Article 30 the investment department can only carry out the specific operation of securities investment within the investment scale and tolerable risk limit approved and determined by the board of directors or the general meeting of shareholders.
Article 31 the investment department shall regularly track and analyze the value changes of securities investment portfolio.
Article 32 the investment department is responsible for preparing securities investment reports regularly (at least monthly) and irregularly (when necessary). The report includes but is not limited to: the implementation of investment decisions, the quality of investment assets, investment profits and losses, risk monitoring and other major matters.
Chapter VI information management, information disclosure and internal information reporting procedures
Article 33 when investing in securities, the company shall timely perform the obligation of information disclosure in strict accordance with the requirements of the gem of Shenzhen Stock Exchange.
Article 34 the Secretary of the board of directors shall be responsible for the public disclosure of the company's securities investment information. Other directors, supervisors, senior managers and relevant insiders shall not release any undisclosed securities investment information of the company without the written authorization of the board of directors.
Article 35 the board of directors of the company shall submit the following documents to Shenzhen Stock Exchange within two trading days after making the securities investment resolution:
(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 securities investment, its impact on the company, possible risks, and whether the risk control measures taken by the company are sufficient and effective, and issue opinions with clear consent (if any);
（4） Securities accounts and capital accounts opened in the name of the company (applicable to stock and its derivatives investment, fund investment and futures investment).
Article 36 when investing in stocks and their derivatives, funds and futures, the company shall at least disclose the following contents:
(i) Investment overview, including investment purpose, investment amount, investment mode, investment period, capital source, etc; The investment quota mentioned above includes the amount of reinvestment of securities investment income, that is, the amount of securities investment at any point in time shall not exceed the investment quota.
（2） Internal control system of investment, including investment process, fund management, responsible department and responsible person, etc; （3） Risk analysis of investment and risk control measures to be taken by the company;
（4） The impact of investment on the company;
（5） Opinions of independent directors;
（6） Opinions of the recommendation institution (if any);
（7） Other contents required by Shenzhen Stock Exchange.
Article 37 when the company investigates, negotiates and evaluates securities investment projects, insiders of inside information shall have the obligation to keep confidential the obtained unpublished information and shall not disclose it to the public in any form without authorization. In case of serious impact or loss to the company due to dereliction of duty or violation of the regulations of this system, the company will give corresponding criticism, warning, or even terminate the labor contract to the relevant responsible person according to the situation; If the circumstances are serious, administrative and economic penalties will be given; If it is suspected of violating the law, the company will transfer it to the judicial authority for handling in accordance with the relevant provisions of relevant laws and regulations.
Article 38 during the implementation of securities investment, if it is found that there are major loopholes in the investment scheme, significant changes in the external environment of the project investment implementation, or major changes occur in the implementation process due to force majeure, the directors, supervisors, senior managers or other information insiders of the company shall report to the investment department at the first time.
Article 39 the financial management center and internal audit department of the company shall strengthen the daily management of securities investment projects and monitor the progress and income of securities investment projects.
Chapter VII supplementary provisions
Article 40 in this system, "above" includes this number.
Article 41 matters not covered in this system shall be implemented in accordance with relevant national laws, regulations and the articles of association. If the system is inconsistent with relevant laws, regulations, normative documents and the articles of association, the provisions of relevant laws, regulations, normative documents and the articles of association shall prevail.
Article 42 the board of directors of the company shall be responsible for the interpretation and revision of the system.
Article 43
