Guanglian Aviation Industry Co.Ltd(300900)
Measures for the administration of foreign investment
Chapter I General Provisions
Article 1 in order to standardize the corporate governance structure of Guanglian Aviation Industry Co.Ltd(300900) (hereinafter referred to as the company), ensure that the company makes decisions scientifically, safely and efficiently, clarify the responsibilities of the general meeting of shareholders, the board of directors, the general manager and other organizations in the decision-making of the company’s foreign investment, and control financial and business risks, in accordance with the company law of the people’s Republic of China (hereinafter referred to as the company law) Securities Law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), Shenzhen Stock Exchange GEM Listing Rules (revised in December 2020) (SZS [2020] No. 1292), Shenzhen Stock Exchange listed companies self regulatory guidelines No. 2 – standardized operation of GEM listed companies (SZS [2022] No. 14), and other laws, regulations and rules These measures are formulated in accordance with the relevant provisions of normative documents and Guanglian Aviation Industry Co.Ltd(300900) articles of Association (hereinafter referred to as the articles of association).
Article 2 the term “company’s foreign investment” as mentioned in these Measures refers to the company’s foreign investment activities in various forms by making a certain amount of monetary capital, equity or assessed physical or intangible assets as capital contribution in order to obtain future income, including but not limited to the following acts:
(I) equity investment of newly established enterprises;
(II) investment in capital increase, share expansion and equity acquisition of newly invested enterprises;
(III) investment in capital increase and share expansion and equity acquisition of existing investment enterprises;
(IV) the company’s operational projects and asset investment;
(V) stock and fund investment;
(VI) bonds, entrusted loans and other debt investments;
(VII) entrusted financial management;
(VIII) other investments.
Article 3 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 purchased by the company that can be realized at any time and held for no more than one year (including one year), including trading financial assets such as stocks, bonds, funds and foreign exchange of listed companies. Long term investment mainly refers to various investments with an investment term of more than one year, or which cannot be realized at any time or are not ready to be realized, including long-term equity investment. Article 4 the foreign investment decision-making matters mentioned in these measures that occur in the enterprises in which the company directly or indirectly controls more than 50% and other enterprises included in the company’s consolidated accounting statements shall be deemed to occur in the company, and the provisions of these Measures shall apply. If the foreign investment matters mentioned in the measures may have a great impact on the trading price of the company’s stocks, bonds and their derivatives, the company shall perform the corresponding examination and approval procedures with reference to the provisions of the measures, and then exercise the rights of the company in accordance with the articles of association of the joint-stock company and relevant measures.
Article 5 the company’s foreign investment must comply with the provisions of national laws and regulations, industrial policies and the articles of association, meet the requirements of the company’s development strategy and industrial planning, be conducive to the sustainable development of the company, have the expected return on investment, and finally improve the company’s value and shareholder return.
Article 6 the directors, supervisors and senior managers of the company shall be faithful and diligent, perform these measures in accordance with the business standards recognized by the industry, and make prudent judgments on relevant matters in the principle of being conducive to the interests of the company and the safety and efficiency of assets.
Chapter II examination and approval authority for foreign investment
Article 7 if the company’s cumulative purchase and sale of assets (calculated by the higher of the total assets and transaction amount) within 12 consecutive months reaches 30% of the company’s latest audited total assets, it shall be submitted to the general meeting of shareholders for deliberation.
Article 8 if the transactions (except donated cash assets) of the company meet one of the following standards, they shall be disclosed in time and submitted to the general meeting of shareholders for deliberation:
(I) if the total assets involved in the transaction account for more than 50% of the total assets of the listed company audited in the latest period, and the total assets involved in the transaction have both book value and evaluated value, the higher one shall be taken as the calculation basis;
(II) the 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 the absolute amount exceeds 50 million yuan;
(III) the related net profit of the transaction object (such as equity) in the latest accounting year accounts for more than 50% of the audited net profit of the listed company in the latest accounting year, and the absolute amount exceeds 5 million yuan;
(IV) the transaction amount (including debts and expenses) of the transaction accounts for more than 50% of the latest audited net assets of the listed company, and the absolute amount exceeds 50 million yuan;
(V) 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 the absolute amount exceeds 5 million.
If the data involved in the above index calculation is negative, take its absolute value for calculation.
Article 9 transactions (except donated cash assets) of the company shall be disclosed in time if they meet one of the following standards:
(I) if the total assets involved in the transaction account for more than 10% of the total assets of the listed company audited in the latest period, and the total assets involved in the transaction have both book value and evaluated value, the higher one shall be taken as the calculation basis;
(II) the 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 listed company in the latest fiscal year, and the absolute amount exceeds 10 million yuan;
(III) the related net profit of the transaction object (such as equity) in the latest accounting year accounts for more than 10% of the audited net profit of the listed company in the latest accounting year, and the absolute amount exceeds 1 million yuan;
(IV) the transaction amount (including debts and expenses) of the transaction accounts for more than 10% of the latest audited net assets of the listed company, and the absolute amount exceeds 10 million yuan;
(V) the profit generated from the transaction accounts for more than 10% of the audited net profit of the listed company in the latest fiscal year, and the absolute amount exceeds 1 million.
If the data involved in the above index calculation is negative, take its absolute value for calculation.
Article 10 the matters in which the company’s cumulative purchase and sale of assets (calculated by the higher of the total assets and transaction amount) within 12 consecutive months does not exceed 30% of the company’s latest audited total assets shall be submitted to the board of directors for deliberation.
Article 11 the chairman of the board of directors has the right to decide the external investment, purchase or sale of assets, lease in or lease out of assets related to the main business with a single amount of no more than 10 million yuan and an annual cumulative investment amount of no more than 20% of the latest audited net assets.
Article 12 the general manager has the right to decide the foreign investment related to the main business with a single amount of no more than 5 million yuan and an annual cumulative investment amount of no more than 10% of the latest audited net assets.
Article 13 If a foreign investment matter fails to meet the standards required to be deliberated by the board of directors or the general meeting of shareholders as stipulated in these measures, and the board of directors, the chairman or the general manager of the company believes that the matter poses or may pose a great risk to the company, it may be submitted to the general meeting of shareholders or the board of directors for deliberation and decision.
Article 14 If the subject matter of foreign investment is equity, and the purchase or sale of the equity will change the scope of the company’s consolidated statements, all the assets and operating income of the company corresponding to the equity shall be regarded as the total amount of assets involved in foreign investment and the operating income related to the subject matter of foreign investment (such as equity) mentioned in Articles 8 and 9 of these measures.
Article 15 if the company’s foreign investment only meets the standards in Item (III) or (V) of Article 8 of these measures, and the absolute value of the company’s earnings per share in the latest fiscal year is less than 0.05 yuan, the company may apply to the stock exchange for exemption and submit it to the general meeting of shareholders for deliberation.
Article 16 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. When the cumulative calculation reaches 30% of the total assets audited in the latest period, in addition to disclosure and audit or evaluation with reference to Article 23 of these measures, 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 of the preceding paragraph shall not be included in the scope of relevant cumulative calculation.
Article 17 Where a company invests abroad to establish a limited liability company or a joint stock limited company, and the capital contribution can be paid in installments in accordance with the company law or the articles of association of the invested company, the relevant provisions of these Measures shall apply based on the total capital contribution agreed in the agreement.
Those who have fulfilled relevant obligations in accordance with the provisions of the preceding paragraph shall not be included in the scope of relevant cumulative calculation.
Article 18 in case of “entrusted financial management” and other matters specified in Item (VII) of Article 2 of these measures, the company shall take the amount as the calculation standard, and calculate it cumulatively according to the type of transaction within 12 consecutive months. If the cumulatively calculated amount meets the relevant deliberation standards of these measures, the corresponding provisions shall apply.
Those who have fulfilled relevant obligations in accordance with relevant provisions will not be included in the scope of relevant cumulative calculation.
Article 19 Where the total securities investment of a listed company accounts for more than 10% of its latest audited net assets and exceeds RMB 10 million, it shall be deliberated and approved by the board of directors before investment; If the total securities investment of the company accounts for more than 50% of its latest audited net assets and exceeds 30 million yuan, or should be submitted to the general meeting of shareholders for deliberation according to the provisions of the articles of association, the company shall submit it to the general meeting of shareholders for deliberation before investment.
Chapter III Administration of foreign investment
Article 20 the company shall set up the leading department and daily affairs management department for long-term investment. The main responsibilities include:
(I) collect and sort out the information of the proposed investment project according to the company’s development strategy;
(II) conduct due diligence on the authenticity of the proposed investment project;
(III) conduct special research and evaluation on the feasibility, investment risk, investment value, investment return and other matters of the proposed investment project, and put forward suggestions;
(IV) submit the proposed investment project to the general manager, the board of directors and the general meeting of shareholders for approval according to the authority specified in these measures;
(V) organize the negotiation, approval and delivery of the proposed investment project;
(VI) timely grasp the implementation and investment benefits of long-term investment, and report to the general manager of the company regularly or irregularly;
(VII) keep all files of the company’s long-term investment;
(VIII) other responsibilities related to long-term investment and specified in these measures.
Article 21 the Finance Department of the company is the leading department of the company’s short-term investment and the management department of daily affairs. Its main responsibilities include:
(I) collect and sort out the information of the proposed investment project according to the company’s development strategy;
(II) conduct special research and evaluation on the feasibility, investment risk, investment value, investment return and other matters of the proposed investment project, and put forward suggestions;
(III) submit the proposed investment project to the general manager, the board of directors and the general meeting of shareholders for approval according to the authority specified in these measures;
(IV) organize the submission for approval and delivery of the proposed investment project;
(V) timely grasp the implementation and investment benefits of short-term investment, and report to the general manager of the company regularly or irregularly;
(VI) keep all files of the company’s short-term investment;
(VII) other duties related to short-term investment and specified in these measures.
Article 22 during the delivery of the company’s foreign investment, the Finance Department of the company shall be responsible for raising funds and cooperating with relevant departments to go through relevant procedures such as capital contribution, industrial and commercial registration, tax registration, bank account opening and so on.
Article 23 for foreign investment matters that meet the standards specified in Article 8 of these measures, if the subject matter of foreign investment is equity, the company shall hire an accounting firm qualified to engage in Securities and futures related business to audit the financial and accounting report of the subject matter in the latest year. The audit deadline shall not exceed six months from the date of the shareholders’ meeting to consider the transaction; If the subject matter of foreign investment is other assets other than equity, the company shall employ an asset appraisal institution qualified to engage in Securities and futures related business to conduct appraisal. The benchmark date of appraisal shall not exceed one year from the date of the shareholders’ meeting to consider the transaction. The purchase of shares of listed companies shall be handled in accordance with the relevant provisions of the state.
Chapter IV Disposal of foreign investment
Article 24 in case of any of the following circumstances in the company’s foreign investment, the company may dispose of the foreign investment: (I) according to the articles of association of the invested enterprise, the business term of the enterprise expires and the general meeting of shareholders decides not to extend it;
(II) foreign investment has obviously gone against the company’s business direction;
(III) there are continuous losses in foreign investment and there is no hope of turning losses or no market prospect;
(IV) the company’s own operating funds are insufficient and need to supplement funds;
(V) the company cannot continue to invest abroad due to force majeure;
(VI) other circumstances deemed necessary by the company.
The disposal of foreign investment shall comply with the provisions of the company law and other relevant laws and regulations and the articles of association. Article 25 the company’s management department responsible for long-term investment and the company’s finance department shall regularly or irregularly report the implementation progress and investment benefits of foreign investment projects to the general manager. In case of any situation specified in Article 24 of these measures, it shall find out the reasons, study relevant solutions and report to the general manager in time.
Article 26 the authority to dispose of foreign investment is the same as that to approve foreign investment.
Chapter V Information Disclosure of foreign investment
Article 27 the company shall conscientiously perform the obligation of information disclosure of foreign investment in strict accordance with the relevant rules such as the measures for the administration of Guanglian Aviation Industry Co.Ltd(300900) information disclosure, the Listing Rules of Shenzhen Stock Exchange gem and the relevant provisions of the articles of association.
Chapter VI supplementary provisions
Article 28 matters not covered in these Measures shall be implemented in accordance with relevant laws, regulations and the articles of Association; In case of any conflict between these measures and the laws and regulations promulgated by the state in the future or the articles of association modified by legal procedures, the provisions of relevant national laws, regulations and the articles of association shall be implemented and immediately revised by the directors
