Shenzhen Crastal Technology Co.Ltd(300824)
Foreign investment management system
Chapter I General Provisions
Article 1 in order to regulate the foreign investment of Shenzhen Crastal Technology Co.Ltd(300824) (hereinafter referred to as "the company"), strengthen the management of the company's foreign investment, mergers and acquisitions, prevent the risks of foreign investment and mergers and acquisitions, ensure the effective supervision, safe operation, maintenance and appreciation of assets, and safeguard the interests of the company and investors, in accordance with the company law of the people's Republic of China, the rules for the listing of shares on the gem of Shenzhen Stock Exchange and other laws and regulations The system is formulated in accordance with the relevant provisions of normative documents and the Shenzhen Crastal Technology Co.Ltd(300824) articles of Association (hereinafter referred to as the "articles of association") and the actual situation of the company.
Article 2 the term "foreign investment" as mentioned in this system refers to the equity investment activities such as foreign joint ventures, mergers and acquisitions carried out by the company in accordance with the development strategy, extending the industrial chain and expanding the business scale. This system is not applicable to venture capital such as project investment, debt investment, securities fund and futures financial management.
Article 3 this system is applicable to the company and its subsidiaries within the scope of consolidated statements.
Chapter II principles and methods of foreign investment
Article 4 the company's foreign investment management principles:
(I) principle of legality: abide by national laws and regulations and comply with national industrial policies;
(II) principle of adaptability: the selection of investment projects should follow the company's development strategy, with appropriate scale and according to their ability, and should be combined with the company's industrial development plan to maximize the mobilization of existing resources;
(III) optimization principle of Portfolio Investment: Based on the company's strategic policy and long-term planning, comprehensively consider the leading direction of the industry and the structural balance of the industry, so as to realize the optimization of portfolio investment;
(IV) the principle of maximum risk control: track and analyze the invested projects at multiple levels, including changes in the macroeconomic environment, industry trends and the micro environment of the enterprise itself, find problems and risks in time, put forward countermeasures in time, and control the risks at the source;
(V) principle of responsibility: if the investment decision-making is wrong, which leads to blind expansion or loss of development opportunities, which may lead to the rupture of the capital chain or low efficiency of capital use, corresponding responsibilities shall be borne.
Article 5 when investing abroad, the company shall consider the influence of political, economic, legal, accounting, tax, financial, market, ethnic, cultural and other factors in the investment area.
Article 6 Where a company invests by means of M & A, it shall strictly control the risk of M & A, focus on the implicit debt, commitments, sustainable development ability, employee status and its relationship with the corporate governance and management of the M & a object, reasonably determine the payment consideration and ensure the realization of the M & a goal.
Article 7 the company shall make an objective evaluation on the investment objective, scale, mode, capital source, risk and income.
Article 8 the company may, according to actual needs, entrust professional institutions with corresponding qualifications to conduct feasibility studies and provide independent feasibility study reports.
Article 9 the company shall designate special institutions or personnel to track and manage the investment projects, timely collect the audited financial reports and other relevant materials of the investee, regularly organize investment benefit analysis, pay attention to the financial status, operating results, cash flow and performance of the investment contract of the investee, and timely report and properly deal with any abnormalities found.
Article 10 the main ways of the company's foreign investment are:
(I) the company independently invests in the establishment of enterprises or independently funded business projects;
(II) the company invests to establish joint ventures, cooperative companies or development projects with other domestic (foreign) independent legal entities and natural persons;
(III) participating in or controlling other domestic (foreign) independent legal entities.
Chapter III decision making authority and organizational structure of foreign investment
Section I decision making authority for foreign investment
Article 11 the company implements centralized management and authorization management system for foreign investment.
Article 12 the general meeting of shareholders and the board of directors of the company are the decision-making bodies of the company's foreign investment, and each makes decisions on the company's foreign investment within the scope of its laws, regulations and articles of association. If the company's foreign investment fails to meet the standards that need to be submitted to the board of directors for approval, it shall be deliberated and approved by the chairman of the board of directors.
Article 13 the examination and approval of the company's foreign investment shall be carried out in strict accordance with the company law, the securities law, the relevant laws and regulations of the China Securities Regulatory Commission, the Shenzhen Stock Exchange GEM Listing Rules, the articles of association and other authorities.
Article 14 Where the amount involved in foreign investment meets the standards for major asset restructuring stipulated in the measures for the administration of major asset restructuring of listed companies issued by the CSRC, the board of directors shall make a resolution and submit it to the general meeting of shareholders for approval, then report it to the CSRC for examination and approval, and copy it to the Shenzhen Securities Regulatory Bureau.
Article 15 related party transactions involved in foreign investment shall be implemented in accordance with the Shenzhen Stock Exchange GEM Listing Rules, the company's related party transaction management system and other relevant provisions.
Article 16 according to the relevant requirements of the state on the management of investment behavior, if the investment project needs to be submitted to the government department for examination and approval, it shall go through the necessary approval procedures to ensure the compliance and legitimacy of the company's investment behavior and comply with the national macroeconomic policies.
Article 17 investment projects that need to be deliberated and approved by the general meeting of shareholders shall be submitted to the general meeting of shareholders for deliberation after the board of directors makes a resolution.
Article 18 the company's foreign investment shall comprehensively consider the following standards to determine the corresponding decision-making procedures: the approval authority of the board of directors for foreign investment, acquisition or sale of assets, asset mortgage, entrusted financial management and other transactions shall be determined according to the following standards:
(I) the total assets involved in the transaction account for more than 10% of the company's total assets audited in the latest period. If the total assets involved in the transaction have both book value and evaluated value, the higher 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 accounts for more than 10% of the audited operating income of the 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 fiscal year accounts for more than 10% of the audited net profit of the company in the latest fiscal 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 company's latest audited net assets, 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 company in the latest fiscal year, and the absolute amount exceeds 1 million yuan.
If the company conducts non daily business transactions and the transaction subject matter involved does not reach the above decision-making authority of the board of directors, it shall be approved and decided by the chairman of the board of directors.
The approval authority of the general meeting of shareholders for foreign investment, acquisition or sale of assets, asset mortgage, entrusted financial management and other transactions shall be determined according to the following standards:
(I) 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;
(II) 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;
(III) 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;
(IV) 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;
(V) 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 index calculation is negative, take its absolute value for calculation.
If the amount of assets purchased or sold by the company within one year exceeds 30% of the latest audited total assets of the company, it shall be submitted to the general meeting of shareholders of the company for deliberation.
Article 19 resolutions made by the board of directors on non routine business transactions shall be valid only after they are passed by more than half of all directors. 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, if the amount of assets purchased or sold by the company within one year exceeds 30% of the latest audited total assets of the company, it shall be adopted by more than two-thirds of the effective voting rights held by the shareholders attending the general meeting of shareholders.
Article 20 if the data involved in the calculation of calculation indicators in Article 18 of the system is negative, its absolute value shall be taken for calculation.
Article 21 for similar transactions related to the subject matter of the company's transactions within 12 months, the decision-making procedures specified in Article 18 of the system shall be applied in accordance with the principle of cumulative calculation.
Section 2 organizational structure of foreign investment management
Article 22 the centralized management department of the company's foreign investment is the general manager's office of the company. Its responsibilities are as follows: (I) coordinate the foreign investment, joint venture and cooperation, acquisition and merger of the company and its subsidiaries within the scope of consolidated statements;
(II) be responsible for the collection of foreign investment, joint venture and cooperation, merger and share participation objects;
(III) be responsible for the external liaison of capital operation projects;
(V) organize due diligence of capital operation objects;
(VI) submit to the board of directors and the general meeting of shareholders for deliberation and voting on capital operation projects;
(VII) collect and sort out macroeconomic, industry and market information;
(VIII) establish and improve the capital operation management system.
Article 23 the general manager's office shall be responsible for archiving and keeping the documents formed during the investment process and subsequent management by project, and the storage period shall not be less than 10 years.
Article 24 for each investment project, the project team, project leader or personnel appointed by the company shall timely submit all original materials and materials to be provided (financial reports, resolutions on major issues, etc.) to the general manager's office for filing.
Chapter V control of foreign investment
Section I procedures for foreign investment
Article 25 during the preliminary consultation between the company and the counterparty on investment matters, all participants shall sign the major information confidentiality letter and limit the scope of relevant sensitive information. If the company or the counterparty hires a service institution, it shall immediately sign the material information confidentiality letter with the hired service institution and service personnel.
Article 26 before the announcement of the company's foreign investment, if the relevant information has been disseminated in the media or there are abnormal fluctuations in the company's stock trading, the company shall immediately announce the current situation, progress and risk factors of the relevant plans, schemes or related matters, handle other relevant matters in accordance with the relevant information disclosure rules, and report the insider information to the securities regulatory authority.
Article 27 for major investment projects, accounting firms, asset evaluation firms, law firms and other intermediary institutions shall be employed to audit, evaluate and issue legal opinions or feasibility study reports.
Article 28 for investment projects that need to be submitted to the general meeting of shareholders for deliberation, if the subject matter of the transaction is equity, the company shall employ an accounting firm qualified to engage in Securities and futures related business to audit the financial and accounting report of the subject matter of the transaction in the latest year, and the audit deadline shall not exceed six months from the signing date of the agreement; If the subject matter of the transaction is other assets other than equity, the company shall employ an asset appraisal institution qualified to engage in Securities and futures related business for appraisal, and the benchmark date shall not exceed one year from the signing date of the agreement.
Article 29 the general manager's office of M & A and joint venture shall be responsible for the collection and selection of foreign investment objects and joint ventures.
Article 30 in order to reduce the risk of foreign investment, improve the efficiency of foreign investment and strengthen the scientific and democratic management of foreign investment decision-making, the general manager's office of the company, together with the finance department, audit department and other relevant departments of the company, shall form a special team to comprehensively evaluate the policy risk, financial risk, technical risk and other uncertain risks of the investment behavior, Make an overall assessment of the feasibility and rationality of investment behavior, make a scientific and reasonable prediction of investment benefits, and put forward overall review opinions.
Article 31 the general manager's office shall formulate an investment plan according to the overall review opinions and submit it to both parties for discussion. When both parties reach an agreement, the approval procedures shall be handled according to the procedures specified in this system.
Article 32 the finance department is responsible for raising funds for foreign investment projects; The general manager's office and authorized personnel shall cooperate with relevant parties to handle relevant procedures such as capital contribution procedures and industrial and commercial registration.
Article 33 after the investment project is deliberated and approved by the board of directors or the general meeting of shareholders, the general manager's office shall be responsible for the supervision, inspection and evaluation of the whole process, with the assistance of relevant functional departments of the company; And report to the board of directors and the general meeting of shareholders.
Article 34 during the implementation of an investment project, the general manager's office shall report to the board of directors if it is found that there are major omissions in the investment plan, significant changes in the external environment of the project implementation or the impact of force majeure may lead to investment failure; The board of directors decides to modify, change or terminate the investment plan as the case may be. For the investment projects approved by the general meeting of shareholders, the modification, change or termination of the investment scheme shall be deliberated at an extraordinary general meeting of shareholders.
Article 35 the company shall sign an investment contract or agreement with the investee according to the approved investment plan, specifying the time, amount, method, rights and obligations of both parties and liabilities for breach of contract, and perform the investment contract or agreement after examination and approval according to the specified authority and procedures.
Section 2 confidentiality principle and avoidance of insider trading
Article 36 the directors, supervisors, senior managers of the company and those who know about the company's investment activities due to working relationship shall have the obligation of confidentiality before such information has been publicly disclosed. The information provided by the subsidiary shall be true, accurate and complete, and shall be submitted to the company at the first time, so that the Secretary of the board of directors can report to the board of directors in time. For those who disclose the information of the company's investment activities without authorization, the company will investigate the responsibilities of relevant personnel and punish them according to the seriousness of the circumstances and the losses and impact on the company.
Article 37 in the process of investigation, negotiation and evaluation of investment projects, insiders of inside information shall have the obligation to keep confidential the obtained unpublished information and shall not
