Sichuan Tianwei Electronic Co.Ltd(688511)
Management system for major business and investment decisions
Chapter I General Provisions
Article 1 this system is formulated in accordance with relevant laws and regulations and the provisions of Sichuan Tianwei Electronic Co.Ltd(688511) articles of Association (hereinafter referred to as the “articles of association”) in order to standardize the decision-making procedures for major operations and foreign investment of Sichuan Tianwei Electronic Co.Ltd(688511) (hereinafter referred to as the “company”), establish a systematic and perfect decision-making mechanism for major operations and foreign investment, ensure the scientific, standardized and transparent decision-making, effectively prevent various risks and protect the interests of the company and shareholders.
Article 2 principles of major business and investment decision-making management: follow the principles of legality, prudence, safety and effectiveness, control investment risks and pay attention to investment benefits.
Article 3 the company shall designate the office of the board of directors to conduct special research and evaluation on the feasibility, investment risk, investment return and other matters of the company’s major investment projects, supervise the implementation progress of major investment projects, and timely report to the board of directors of the company in case of abnormalities in the investment projects.
Chapter II decision scope
Article 4 major business matters referred to in this system include:
(I) financing matters;
(II) signing of major purchase and sales contracts;
(III) the purchase or disposal of fixed assets by the company;
(IV) other matters formulated by the general manager, the board of directors and the general meeting of shareholders that have a significant impact on the production and operation of the company.
Article 5 the investment matters referred to in this system include:
(I) purchase, sell or replace equity, physical assets or other assets;
(II) leased assets;
(III) technical transformation of original production equipment;
(IV) expansion and transformation of the original production site;
(V) foreign investment (including entrusted financial management, entrusted loans, etc.);
(VI) reorganization of creditor’s rights and debts;
(VII) sign a patent right, proprietary technology or product license agreement;
(VIII) transfer or transfer of research and development projects;
(IX) other investment matters.
Article 6 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 legality and compliance of the company’s investment behavior and comply with the national macroeconomic policies.
Chapter III decision making procedures
Article 7 the approval authority of the company’s major business and investment decisions is as follows:
(I) the chairman has the right to decide the following matters:
1. The total assets involved in the transaction are less 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 assessed value, the higher one shall be taken as the calculation basis;
2. The transaction amount of the transaction is less than 10% of the company’s latest audited net assets;
3. The net assets of the subject matter of the transaction (such as equity) in the latest fiscal year are less than 10% of the company’s latest audited net assets;
4. 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 does not exceed 10 million yuan;
5. 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 does not exceed 1 million yuan;
6. 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 does not exceed 1 million yuan;
(II) the following matters shall be submitted to the board of directors for deliberation and approval before implementation:
1. The total assets involved in the transaction (if there are both book value and evaluation value, whichever is higher) account for more than 10% of the company’s total assets audited in the latest period, but less than 50% of the company’s total assets audited in the latest period; Among them, if the assets purchased and sold within one year (the higher of the total assets and transaction amount as the calculation standard) exceed 30% of the company’s total assets audited in the latest period, the board of directors shall make a resolution and submit it to the general meeting of shareholders for deliberation and approval by special resolution;
2. The transaction amount accounts for more than 10% of the company’s latest audited net assets, but less than 80% of the company’s latest audited net assets;
3. The net assets of the transaction object (such as equity) in the latest fiscal year account for more than 10% of the company’s latest audited net assets, but less than 50% of the company’s latest audited net assets;
4. 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 more than 10 million yuan, but less than 50% of the audited operating income of the company in the latest fiscal year, or the absolute amount does not exceed 50 million yuan;
5. 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, but it is less than 50% of the audited net profit of the company in the latest fiscal year or the absolute amount does not exceed 5 million yuan;
6. The net profit related to 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 is more than 1 million yuan, but less than 50% of the audited net profit of the company in the latest fiscal year or the absolute amount is no more than 5 million yuan.
(III) the following matters shall be considered and approved by the board of directors and submitted to the general meeting of shareholders for deliberation and approval before implementation:
1. The total assets involved in the transaction (if there are both book value and assessed value, whichever is higher) account for more than 50% of the company’s total assets audited in the latest period;
2. The transaction amount of the transaction accounts for more than 50% of the market value of the company;
3. The net assets of the subject matter of the transaction (such as equity) in the latest fiscal year account for more than 50% of the market value of the company; 4. The operating income related to the subject matter of the transaction (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 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 exceeds 5 million yuan;
6. The net profit related to the subject matter of the transaction (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 more than 5 million yuan.
If the data involved in the above index calculation is negative, take its absolute value for calculation. Any transaction meeting or exceeding any of the above standards shall be submitted to the general meeting of shareholders for deliberation and approval.
When the company and the same trading party have two related transactions in opposite directions in other transactions other than foreign investment (including entrusted financial management, entrusted loan, etc.), providing financial assistance and providing guarantee at the same time, the disclosure standard shall be calculated according to the higher of the transaction indicators in one direction.
If the subject matter of the transaction is equity and the purchase or sale of the equity will change the scope of the company’s consolidated statements, all assets and operating income of the company corresponding to the equity shall be regarded as the total assets involved in the transaction and the operating income related to the subject matter of the transaction.
The above transactions belong to the purchase and sale of assets, excluding the purchase of raw materials, fuels and power, as well as the sale of products, commodities and other assets related to daily operation, but the purchase and sale of such assets are still included in the asset replacement.
If the transaction meets the standards specified in this paragraph and needs to be submitted to the general meeting of shareholders for deliberation, if the subject matter of the transaction is the equity of the company, the company shall provide an accounting firm qualified to carry out securities and futures related businesses to issue an audit report on the financial and accounting report of the subject matter of the transaction in the latest year and another period in accordance with the accounting standards for business enterprises. The audit deadline shall not exceed 6 months from the date of the general meeting of shareholders for deliberation of the transaction; If the subject matter of the transaction is other non cash assets other than equity, the company shall provide the evaluation report issued by an asset evaluation firm qualified to perform securities and futures related business. The benchmark date of the evaluation shall not exceed one year from the date of the shareholders’ meeting to consider the transaction. If the above transactions belong to the establishment of a limited liability company or a joint stock limited company by the company’s foreign investment, the provisions of this paragraph shall apply based on the total subscribed capital contribution agreed in the agreement.
In case of “providing financial assistance” and “entrusted financial management” and other matters, the amount incurred shall be taken as the calculation standard.
The provisions of this article shall apply to similar transactions related to the subject matter of the company within 12 months in accordance with the principle of cumulative calculation. Those who have fulfilled relevant obligations in accordance with the provisions of this article will not be included in the relevant cumulative calculation scope.
In addition to the matters that may have a significant impact on the company’s daily operation or management results, they shall be submitted to the general meeting of shareholders for deliberation according to the provisions of the preceding paragraph.
Article 8 the decision-making procedures for major contracts of the company are as follows:
(I) the chairman of the board of directors of the company can directly sign contracts with the amount of single contracts within his decision-making authority.
(II) if the amount of signing a single contract exceeds the authority of the chairman and does not reach the authority of the general meeting of shareholders, the chairman of the company shall report to the board of directors of the company before signing. When the report is signed, the data and documents related to the signing of the contract shall be submitted, including but not limited to the signed contract text, the basic information of the other party to the contract, etc.
(III) if the amount of a single contract exceeds the authority of the board of directors, it shall be reviewed and approved by the board of directors and submitted to the general meeting of shareholders for deliberation and approval. When submitting to the general meeting of shareholders for deliberation, the board of directors shall submit materials and documents related to the signing of the contract, including but not limited to the signed contract text and the basic information of the other party to the contract.
The contracts mentioned in this article refer to the contracts related to the daily operation of the company, such as procurement, sales and provision of labor services. Article 9 the approval authority and decision-making procedures for the company’s purchase and disposal of fixed assets are as follows:
(I) if the amount of fixed assets purchased is within the authority of the chairman, the user department shall submit a written application, which shall be approved by the leader of the fixed assets management department, reviewed by the finance department and then submitted to the chairman for approval; If the approval authority of the chairman is exceeded but the approval authority of the general meeting of shareholders is not reached, it shall be submitted to the board of directors for deliberation and approval after being reviewed by the chairman; Those meeting the approval standards of the general meeting of shareholders shall be submitted to the general meeting of shareholders for deliberation and approval after being deliberated and approved by the board of directors;
(II) the scrapping of fixed assets shall be reported by the user department, submitted to the finance department together with the relevant competent technical department for technical appraisal, and then submitted to the chairman for approval; If the approval authority of the chairman is exceeded but the approval authority of the general meeting of shareholders is not reached, it shall be submitted to the board of directors for deliberation and approval after being reviewed by the chairman; Those meeting the approval standards of the general meeting of shareholders shall be submitted to the general meeting of shareholders for deliberation and approval after being deliberated and approved by the board of directors.
Article 10 before the company plans to implement the investment matters mentioned in Article 5 of this system, the chief financial officer shall designate the person in charge of the finance department to prepare the feasibility study report; If necessary, a third-party organization can be hired for feasibility study. After the feasibility study report is reviewed by the financial manager and the chief financial officer, the corresponding approval procedures shall be handled in accordance with the relevant provisions of laws and regulations, the articles of association and the system. The investment decision-making process shall be recorded in writing and filed after being signed by relevant personnel.
Article 11 when considering and making decisions on the investment projects mentioned in Article 5 of this system, the following factors shall be fully investigated and the decision shall be made:
(I) whether the relevant laws, regulations and policies involved in the investment project have explicit or implicit restrictions on the investment;
(II) the investment project shall comply with the national and regional industrial policies and the company’s medium and long-term development strategy and annual investment plan;
(III) the investment project has proved to have good development prospects and economic benefits;
(IV) whether the company has the necessary conditions for the smooth implementation of relevant investment projects (including whether it has the conditions for the supply of funds, technology, talents and raw materials required for the implementation of the project);
(V) whether the financial evaluation opinions of the investment project have been issued by the financial director of the company and the legal opinions or suggestions have been issued by the legal adviser;
(VI) other relevant materials required for making decisions on investment projects.
Article 12 when implementing the major business and investment matters mentioned in Articles 4 and 5 of this system, the company shall follow the principle of being conducive to the sustainable development of the company and the interests of all shareholders, there is no horizontal competition with the actual controller and related persons, and ensure the independence of the company’s personnel, integrity of assets and financial independence; The company shall have the ability of independent operation and maintain independence in procurement, production, sales and intellectual property rights.
Article 13 for investment projects that need to be submitted to the board of directors for approval, the office of the board of directors of the company shall submit the project feasibility analysis data prepared to the board of directors and submit it to the board of directors for deliberation in the form of proposal.
Article 14 If the company continuously makes decisions on the same or related major business and investment matters by times within 12 months, the investment amount shall be calculated based on the accumulated amount, and the approval procedures shall be performed.
Those who have gone through the examination and approval procedures for relevant investment matters in accordance with Articles 7, 8 and 9 of the system shall not be included in the cumulative amount.
Chapter IV Implementation, supervision and inspection of decision-making
Article 15 the decision-making of major business and investment projects of the company shall ensure its implementation:
(I) according to the relevant resolutions of the general meeting of shareholders and the board of directors and the major business and investment decisions made by the general manager in accordance with this system, the general manager shall sign relevant documents or agreements in accordance with the authorization of the board of directors;
(II) the business departments and branches that put forward investment suggestions are the specific executing agencies of major business and investment decisions that have been reviewed and approved, and they shall formulate practical and feasible specific implementation plans, steps and measures of investment projects according to the major business and investment decisions made by the decision-making agencies;
(III) the business departments and branches of the company that put forward investment suggestions shall establish a project team to be responsible for the implementation of the investment project and sign a project responsibility contract with the project manager (or person in charge); The project manager (or person in charge) shall regularly submit a written report on the progress of the project to the general manager office and the Finance Department of the company, and accept the audit of financial revenue and expenditure;
(IV) the person in charge of Finance shall formulate a fund supporting plan and reasonably allocate funds according to the implementation plan, steps and measures of the investment project formulated by the specific executing agency, so as to ensure the investment
