Beijing Zznode Technologies Co.Ltd(003007)
Foreign investment management system
Chapter I General Provisions
Article 1 in order to establish a standardized, effective and scientific investment decision-making system and mechanism, avoid mistakes in investment decision-making, resolve investment risks, improve investment economic benefits and realize the preservation and appreciation of Beijing Zznode Technologies Co.Ltd(003007) (hereinafter referred to as the “company”) assets, in accordance with laws, regulations and relevant regulations and the provisions of Beijing Zznode Technologies Co.Ltd(003007) articles of Association (hereinafter referred to as the “articles of association”), This system is hereby formulated. Article 2 the term “foreign investment” as mentioned in this system refers to various forms of investment activities invested and carried out by the company in cash, physical assets and intangible assets.
According to the length of the investment period, the company’s foreign investment is divided into short-term investment and long-term investment.
Short term investment mainly refers to the investment that can be realized at any time and held for no more than one year (inclusive) purchased by the company within the scope permitted by laws and regulations, including various stocks, bonds, funds or other securities; It refers to all kinds of investments that are not ready to be realized at any time, including long-term investments, bonds and other investments that cannot be realized at any time. Including but not limited to the following types:
(I) enterprises independently established by the company or business projects independently funded by the company;
(II) the company invests to establish joint ventures, cooperative entities or development projects with other domestic and foreign independent legal entities and natural persons;
(III) additional investment in holding or participating enterprises;
(IV) asset acquisition, enterprise acquisition and merger;
(V) participating in other domestic and foreign independent legal entities;
(VI) leasing of operating assets, entrusted operation or joint operation with others;
(VII) entrusted financial management and entrusted loans;
(VIII) investing in trading financial assets, available for sale financial assets, held to maturity investments, etc;
(IX) other investments that the company may engage in according to law.
Article 3 basic principles to be followed in investment management:
(I) comply with the national industrial policy, the company’s business purpose and the articles of Association;
(II) it is conducive to accelerating the sustainable and coordinated development of the company, improving the core competitiveness and overall strength, and promoting the maximization of shareholder value;
(III) it is conducive to promoting the effective allocation of resources, improving asset quality, 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) follow the principles of legality, prudence, safety and effectiveness, control investment risks and pay attention to investment benefits. Article 4 this system is applicable to all foreign investment activities of the company and its holding subsidiaries. In principle, the company’s foreign investment shall be carried out centrally by the company. If it is necessary for the holding subsidiary to make foreign investment, it shall be approved by the company in advance.
Chapter II Organization and management of foreign investment
Article 5 the general meeting of shareholders, the board of directors and the general manager are the decision-making bodies of the company’s foreign investment. They make decisions on the company’s foreign investment in accordance with the articles of association, the rules of procedure of the general meeting of shareholders, the rules of procedure of the board of directors, the working rules of the general manager and the scope of authority determined by this system. Any other department or individual has no right to make decisions on foreign investment.
Article 6 the general meeting of shareholders shall consider and approve the following major foreign investment transactions:
1. The total assets involved in the transaction account for more than 50% of the company’s total assets audited in the latest period. If the total assets involved in the transaction have both book value and assessed value, the higher one shall be taken as the calculation data;
2. 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 company in the latest fiscal year, and the absolute amount exceeds 50 million yuan;
3. The related net profit of the transaction 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;
4. The transaction amount (including debts and expenses) of the transaction accounts for more than 50% of the company’s latest audited net assets, and the absolute amount exceeds 50 million yuan;
5. The profit generated from the transaction 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;
If the data involved in the above 1 to 5 index calculation is negative, take its absolute value for calculation.
If the foreign investment belongs to related party transactions, it shall be implemented in accordance with the decision-making authority of the company on related party transactions.
6. When the company purchases or sells assets, 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, and the cumulative calculation reaches 30% of the latest audited total assets; Those who have fulfilled the procedures of audit, evaluation and decision-making of special resolutions of the general meeting of shareholders in accordance with relevant provisions will not be included in the relevant cumulative calculation scope.
Article 7 investment matters other than those to be deliberated by the general meeting of shareholders shall be deliberated by the board of directors.
Article 8 the board of directors authorizes the general manager to decide the following investment matters:
(I) if the total assets involved in the transaction are less than 10% of the company’s total assets audited in the latest period, and the total assets involved in the transaction have both book value and assessed value, the lower one shall be taken as the calculation data;
(II) the relevant operating income of the transaction object (such as equity) in the latest fiscal year is 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 relevant net profit of the subject matter of the transaction (such as equity) in the latest fiscal year is 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 (including debts and expenses) of the transaction is less than 10% of the company’s latest audited net assets, or the absolute amount is less than 10 million yuan;
(V) the profit generated from the transaction is 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 9 the board of directors of the company shall regularly understand the implementation progress and investment benefits of major investment projects. In case of failure to invest as planned, failure to realize the expected income of the project, loss of investment, etc., the board of directors of the company shall find out the reasons and investigate the responsibilities of relevant personnel.
Article 10 the strategy committee of the board of directors of the company is a special working organization under the board of directors of the company, which is responsible for coordinating, coordinating and organizing the analysis and research of foreign investment projects, and providing suggestions for decision-making.
Article 11 the strategy committee of the board of directors shall set up an investment review group, which shall be headed by the chairman of the company’s strategy committee, with 1-2 deputy leaders. The team leader is the main person in charge of the implementation of the company’s foreign investment. He is responsible for conducting special research and evaluation on the feasibility, investment risk, investment return and other matters of the company’s major investment projects, supervising the implementation progress of major investment projects, planning, organizing and monitoring the implementation of new projects, and reporting the investment progress to the board of directors in time, Put forward adjustment suggestions to facilitate the board of directors and the general meeting of shareholders to revise the investment in time.
The leader of the investment review team shall take the lead in organizing and establishing a project implementation team to be responsible for the task implementation and specific implementation of foreign investment projects. The company can establish the accountability mechanism of the project implementation team to follow up and assess the work of the project implementation team; If any abnormality is found in the investment project, it shall be reported to the board of directors of the company in time. Article 12 the Secretary of the board of directors and the finance department shall be responsible for coordinating and supervising major activities such as equity investment, property right transaction and company asset reorganization; The Legal Affairs Department of the company is responsible for drafting and reviewing project agreements, contracts, important relevant letters, articles of association and other legal documents.
Article 13 the strategy committee of the board of directors, the general manager and the executives of subsidiaries of the company can collect, sort out and preliminarily evaluate the information of new investment projects, and the investment review team will establish a project database after screening and put forward investment suggestions; The Finance Department of the company is responsible for the financial management of foreign investment, including the company’s foreign investment budget into the company’s overall operating budget system, and cooperating in handling capital contribution procedures, industrial and commercial registration, tax registration, bank account opening, management of capital contribution supporting documents, etc.
Chapter III decision making and management procedures for foreign investment
Article 14 in principle, foreign investment decisions go through the stages of project investigation, feasibility analysis, project initiation, project implementation and so on.
Article 15 in principle, the company shall not use its own funds for securities investment, entrusted financial management or investment in futures, options, warrants and other derivative products based on stocks, interest rates, exchange rates and commodities.
If the board of directors of the company still decides to carry out the above-mentioned investment after careful consideration and relevant resolutions, it shall formulate strict decision-making procedures, reporting system and monitoring measures, and limit the investment scale of entrusted financial management or derivative products of the company according to the risk tolerance of the company.
The company’s securities investment, entrusted wealth management or derivative investment shall be deliberated and approved by the board of directors or the general meeting of shareholders, and shall obtain the consent of more than 2 / 3 of all directors and more than 2 / 3 of independent directors. The approval power of entrusted wealth management shall not be delegated to the company’s directors or management.
Subsidiaries of the company shall not invest in securities, entrust financial management or invest in futures, options, warrants and other derivative products based on stocks, interest rates, exchange rates and commodities.
Article 16 the company’s short-term investment decision-making procedures:
1. The finance department is responsible for pre selecting investment opportunities and investment objects for short-term investment suggestions, and preparing short-term investment plans according to the profitability of investment objects;
2. The finance department is responsible for providing the company’s capital flow statement;
3. The short-term investment plan shall be implemented after performing the approval procedures according to the approval authority.
Article 17 the finance department shall be responsible for timely registration and entry according to the category, quantity, unit price, accrued interest and purchase date of short-term investment, and carry out relevant accounting treatment.
Article 18 where securities investment is involved, a strict joint control system must be implemented, that is, at least two or more personnel shall operate together, and the securities investment operators shall be separated from the capital and financial managers and restrict each other. No one shall contact the investment assets alone. The deposit or withdrawal of any investment assets must be signed by two persons who restrict each other.
Article 19 the short-term securities purchased by the company must be recorded in the name of the company on the day of purchase.
Article 20 the finance department is responsible for regularly checking the use and balance of securities investment funds, and shall record the interest and dividends received in a timely manner.
Article 21 for entrusted financial management, the company shall select a qualified professional financial management institution with good credit status and financial status, no bad credit record and strong profitability as the trustee, and sign a written contract with the trustee to clarify the amount, term, investment variety, rights, obligations and legal liabilities of both parties. The board of directors of the company shall assign special personnel to track the progress and safety of the entrusted financial management funds, and require them to report in time in case of abnormalities, so that the board of directors can take effective measures to recover the funds immediately and avoid or reduce the losses of the company.
Article 22 long term investment decision-making procedure of the company
The investment review team shall make a preliminary assessment of the timely investment projects and put forward investment suggestions, which shall be submitted to the board of directors for deliberation after being preliminarily reviewed and approved by the strategy committee of the board of directors. The board of directors shall perform the examination and approval procedures according to the relevant authorities. If the authority of the board of directors is exceeded, it shall be submitted to the general meeting of shareholders.
Article 23 the approved foreign investment projects shall be implemented by the relevant departments of the company authorized by the board of directors.
Article 24 the management of the company is responsible for supervising the operation and management of the project.
Article 25 the investment contract or agreement to be signed for a long-term investment project must be reviewed by the company’s legal affairs department or the legal consultant hired by the company, and approved by the authorized decision-making body before it can be officially signed. Article 26 the finance department is responsible for cooperating with authorized departments and personnel to invest cash, physical or intangible assets in accordance with the provisions of long-term investment contracts or agreements. The physical delivery procedures must be handled for the input of physical objects, which shall be approved by the physical use department and the management department.
Article 27 for major investment projects, experts or professional intermediaries can be hired to conduct feasibility analysis.
Article 28 according to the investment projects determined by the company, the finance department shall prepare and implement the investment construction and development plan accordingly, guide, supervise and control the implementation of the project, participate in the audit, final (Interim) liquidation and handover of the investment project, evaluate and summarize the investment, and timely report the relevant information to the Secretary of the board of directors. Article 29 the finance department is responsible for preparing quarterly statements on the progress of the investment project, the implementation and use of the investment budget, the situation of all partners, business conditions, existing problems and suggestions, and timely reporting to the general manager and the board of directors of the company. During the implementation of investment and construction of the project, the investment budget can be reasonably adjusted according to the changes of the implementation. The adjustment of the investment budget needs to be approved by the original investment examination and approval authority.
Article 30 the board of supervisors, financial department and internal audit department of the company shall supervise the investment projects according to their responsibilities, put forward corrective opinions on violations in time, put forward special reports on major problems, and submit them to the project investment approval authority for discussion and handling.
Chapter IV transfer and recovery of foreign investment
Article 31 in case of any of the following circumstances, the company may recover its foreign investment:
1. According to the articles of association or the franchise agreement, the operation of the investment project (enterprise) expires; 2. Due to the poor management of investment projects (enterprises), they are unable to repay their due debts and go bankrupt according to law; 3. The project (enterprise) cannot continue to operate due to force majeure;
4. When other circumstances specified in the contract or agreement for the termination of investment occur or occur.
Article 32 the company may transfer its foreign investment under any of the following circumstances:
1. The company’s development strategy or business direction is adjusted;
2. There are continuous losses in the investment project and there is no hope of turning around the losses, and there is no market prospect;
3. When supplementary funds are urgently needed due to insufficient operating funds;
4. Other circumstances deemed necessary by the company.
Article 33 the transfer of investment shall be handled in strict accordance with the provisions of the company law and the articles of association on the transfer of investment. The disposal of foreign investment must comply with the relevant provisions of relevant laws and regulations of the state.
Article 34 The procedures and authorities for approving the disposal of foreign investment are the same as those for approving the implementation of foreign investment.
Article 35
