Fujian Rongji Software Co.Ltd(002474)
Measures for the administration of foreign investment
Chapter I General Provisions
Article 1 in order to strengthen the internal control of Fujian Rongji Software Co.Ltd(002474) (hereinafter referred to as “the company”) foreign investment activities and other major financial decisions, standardize foreign investment and other major financial decisions, prevent financial risks and ensure financial safety, In accordance with the company law of the people’s Republic of China, the Listing Rules of Shenzhen Stock Exchange (hereinafter referred to as the “Listing Rules”), the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board (hereinafter referred to as the “regulatory operation guidelines”), the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 7 – transactions and connected transactions and other laws and regulations The articles of Association (hereinafter referred to as the articles of association) and the relevant provisions of the articles of association.
Article 2 the term “foreign investment” as mentioned in these Measures refers to the company’s behavior of investing disposable resources such as monetary capital, equity, physical goods and intangible assets into other organizations or individuals for the purpose of expanding the scale of production and operation and obtaining income. It is a general term for the company to use the above resources to invest in main business and non main business. The term “foreign investment” as mentioned in these Measures includes but is not limited to:
(I) to establish economic entities such as companies solely or jointly with others;
(II) purchase, sell or replace the equity of other companies;
(III) increase or decrease foreign equity investment;
(IV) securities investment and derivatives trading;
(V) entrusted financial management;
(VI) investing in trading financial assets and available for sale financial assets;
(VII) held to maturity investment;
(VIII) other foreign investment matters stipulated in laws, regulations, normative documents and the articles of association. The term “securities investment” as mentioned in these Measures includes placement or subscription of new shares, securities repurchase, investment in stocks and depositary receipts, bond investment and other investment activities recognized by Shenzhen Stock Exchange (hereinafter referred to as “the exchange”). The term “derivatives trading” as mentioned in these Measures refers to the trading of forward, futures, swaps (swaps), options and other products or financial instruments with mixed characteristics of the above products. The underlying assets of derivatives can be either securities, indexes, interest rates, exchange rates, currencies, commodities and other targets, or a combination of the above targets.
The term “entrusted financial management” as mentioned in these Measures refers to the behavior that a company entrusts banks, trusts, securities, funds, futures, insurance asset management institutions, financial asset investment companies, private fund managers and other professional financial management institutions to invest and manage its property or purchase relevant financial products.
Where the company’s securities investment, entrusted financial management or derivatives trading shall be deliberated and approved by the board of directors or the general meeting of shareholders, the approval authority shall not be delegated to the individual directors or the management.
If the company’s foreign investment constitutes a connected transaction, it shall be examined and approved in accordance with the relevant provisions of the listing rules and the company’s connected transaction management system.
If the company’s foreign investment involves other high-risk investments defined in the guidelines for standardized operation, its decision-making procedures shall be strictly implemented in accordance with the provisions of relevant laws, regulations, normative documents, the articles of association and this system.
Article 3 all foreign investment activities of the company must comply with relevant national regulations and industrial policies, comply with the company’s long-term development plan and development strategy, be conducive to expanding its main business, expanding reproduction, be conducive to the sustainable development of the company, have the expected return on investment and improve the overall economic interests of the company.
Article 4 in principle, the company’s foreign investment shall be carried out centrally by the company’s headquarters. If it is necessary for a subsidiary to make foreign investment, it can only be carried out with the prior approval of the company. The company’s investment activities in subsidiaries shall be guided, supervised and managed with reference to these measures.
The term “subsidiaries” as mentioned in these Measures refers to wholly-owned subsidiaries, holding subsidiaries and other entities over which the company has actual control.
Chapter II foreign investment decision
Article 5 the decision-making bodies of the company’s foreign investment are mainly the general meeting of shareholders, the board of directors and the chairman of the board of directors.
Article 6 the company’s external investment matters (except for securities investment, derivatives trading, entrusted wealth management and other investment matters otherwise specified in the system and the business rules of the exchange) shall be submitted for deliberation in accordance with the following provisions:
(I) if the company’s foreign investment meets one of the following standards, it shall be deliberated and approved by the board of directors and disclosed in time:
1. The total assets involved in foreign investment 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 assessed value, the higher one shall prevail;
2. The net assets involved in the subject matter of foreign investment transaction (such as equity) account for more than 10% of the company’s latest audited net assets, and the absolute amount exceeds 10 million yuan. If the net assets involved in the investment have both book value and assessed value, the higher one shall prevail;
3. The relevant operating income of the subject matter of foreign investment transaction (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; 4. The net profit related to the subject matter of foreign investment transaction (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;
5. The transaction amount of foreign investment (including debts and expenses) accounts for more than 10% of the company’s latest audited net assets, and the absolute amount exceeds 10 million yuan;
6. The profit from foreign investment accounts for more than 10% of the audited net profit of the company in the latest fiscal year, and the absolute amount does not exceed 1 million yuan.
(II) any foreign investment of the company that meets or exceeds one of the following standards shall be submitted to the general meeting of shareholders for deliberation and approval after being deliberated and approved by the board of directors:
1. The total assets involved in foreign investment 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 prevail;
2. The net assets involved in the subject matter of foreign investment transactions (such as equity) account for more than 50% of the company’s latest audited net assets, and the absolute amount exceeds 50 million yuan; If the net assets involved in the investment have both book value and assessed value, the higher one shall prevail;
3. The relevant operating income of the subject matter of foreign investment 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 the absolute amount exceeds 50 million yuan; 4. The net profit related to the subject matter of foreign investment 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 the absolute amount does not exceed 5 million yuan;
5. The transaction amount of foreign investment (including debts and expenses) accounts for more than 50% of the company’s latest audited net assets, and the absolute amount exceeds 50 million yuan;
6. The profit from foreign investment 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.
(III) except for the foreign investment matters that need to be deliberated and approved by the board of directors and the general meeting of shareholders in accordance with items (I) and (II) above, other investment matters shall be examined and approved by the chairman of the board of directors and reported to the board of directors afterwards.
If the data involved in the above indicators in this article is negative, its absolute value shall be taken for calculation.
Where a company purchases or sells equity, it shall calculate the relevant financial indicators according to the change proportion of the equity held by the company, and the provisions of this article shall apply. If the transaction results in changes in the scope of the company’s consolidated statements, the provisions of this article shall apply to the relevant financial indicators of the target company corresponding to the equity. Where the scope of the company’s consolidated statements is changed due to the entrusted or entrusted management of assets and businesses, the provisions of the preceding paragraph shall apply mutatis mutandis.
The provisions of this article shall apply to the similar investments related to the subject matter within 12 months of the company in accordance with the principle of cumulative calculation. If the relevant obligations have been performed in accordance with the provisions, they will not be included in the relevant cumulative calculation scope. Transactions that have been disclosed but have not fulfilled the deliberation procedures of the general meeting of shareholders shall still be included in the cumulative calculation scope to determine the deliberation procedures that should be fulfilled.
If the subject matter of a company’s investment transaction is equity and meets the criteria for submission to the general meeting of shareholders for deliberation in this article, it shall disclose the audited financial and accounting report of the subject asset in the latest year. The audit opinion issued by the accounting firm shall be unqualified, and the audit base date shall not exceed 6 months from the date of the shareholders’ meeting to consider relevant transactions. If the subject matter of an investment transaction is other assets other than the company’s equity, the appraisal report issued by the asset appraisal institution shall be disclosed. The benchmark date of the appraisal shall not exceed one year from the date of the shareholders’ meeting to consider the relevant transaction matters.
If the company purchases or sells the minority equity of the subject matter of the transaction and is really unable to audit the financial and accounting report of the subject matter of the transaction in the latest year due to objective reasons such as the inability to form control, joint control or significant influence on the subject matter of the transaction before and after the transaction, it may disclose the relevant information and be exempted from disclosing the audit report in accordance with this article, unless otherwise stipulated by the China Securities Regulatory Commission or the exchange.
When the company purchases or sells assets, the higher of the total assets and transaction amount shall prevail, which shall be calculated cumulatively within 12 consecutive months according to the type of transaction. If the accumulated amount exceeds 30% of the company’s total assets audited in the latest period, the company shall timely disclose the relevant transaction matters and the audit report or evaluation report of the transaction subject matter that meets the requirements of the listing rules, submit it to the general meeting of shareholders for deliberation and pass it by more than 2 / 3 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.
For foreign investment by subsidiaries, in addition to these measures, other relevant provisions of the company shall also be implemented. Article 7 the relevant provisions for the company to engage in securities investment and derivatives trading are as follows:
(I) if the company is difficult to fulfill the review procedures and disclosure obligations for each securities investment due to the transaction frequency and timeliness requirements, it can reasonably predict the scope, amount and duration of securities investment in the next 12 months. If the securities investment amount accounts for more than 10% of the company’s latest audited net assets and the absolute amount exceeds 10 million yuan, it shall be reviewed and approved by the board of directors before investment and fulfill the obligation of information disclosure in time. If the 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 submitted to the general meeting of shareholders for deliberation after being deliberated and approved by the board of directors.
The service life of the relevant limit shall not exceed 12 months, and the transaction amount at any point in the period (including the relevant amount of reinvestment of the income of the above investment) shall not exceed the securities investment limit.
For securities investment between the company and its related parties, the amount of securities investment shall also be taken as the calculation standard, and the relevant provisions of the company’s related party transactions shall apply.
(II) when engaging in derivatives trading, the board of directors shall review the feasibility of the transaction and issue special opinions in a timely manner.
If the company is difficult to perform the review procedures and disclosure obligations for each derivative transaction due to the transaction frequency and timeliness requirements, it can reasonably predict the scope, amount and duration of derivative transactions in the next 12 months. If the amount exceeds the authority of the board of directors, it shall also be submitted to the general meeting of shareholders for review.
The service life of the relevant limit shall not exceed 12 months, and the transaction amount at any point in the period (including the relevant amount of reinvestment of the income of the above investment) shall not exceed the derivatives transaction limit.
Derivatives transactions between the company and related parties shall be submitted to the general meeting of shareholders for deliberation in addition to the deliberation and approval of the board of directors.
(III) where the company is engaged in securities investment and derivatives trading, the provisions of this article shall apply, except for the following circumstances:
1. Securities investment and derivatives trading as the main business of the company or its holding subsidiaries;
2. Fixed income investment or commitment to capital preservation;
3. Participate in the allotment of shares or exercise the preemptive right of other listed companies;
4. Purchase more than 10% of the total share capital of other listed companies and plan to hold securities investment for more than 3 years;
5. Investments made before the company’s initial public offering and listing.
(IV) the company shall reasonably arrange and use funds to develop the company’s main business, and shall not use the raised funds to engage in securities investment and derivatives trading.
The futures varieties of the company engaged in hedging business shall be limited to the products related to the company’s production and operation or the raw materials required.
(V) when engaging in securities investment and derivatives trading, the company shall follow the principles of legality, prudence, safety and effectiveness, establish and improve the internal control system, control investment risks and pay attention to investment benefits. The company shall analyze the feasibility and necessity of investment and determine the investment scale and period according to the risk tolerance of the company. The board of directors of the company shall continuously track the implementation progress and investment safety of securities investment and derivatives trading. In case of abnormal circumstances such as large investment losses, the board of directors shall immediately take measures and fulfill the obligation of disclosure as required.
(VI) if the impairment of the fair value of the company’s traded derivatives and the change in the value of assets (if any) used for risk hedging add up, resulting in a total loss or floating loss, the company shall disclose in a timely manner every time the amount reaches 10% of the company’s audited net profit attributable to the company’s shareholders in the latest year and the absolute amount exceeds 10 million yuan. Article 8 the relevant provisions on entrusted financial management of the company are as follows:
(I) if the company is difficult to fulfill the review procedures and disclosure obligations for each entrusted financial management due to transaction frequency and timeliness requirements, it can reasonably predict the scope, amount and duration of entrusted financial management in the next 12 months. If the amount of entrusted financial management accounts for more than 10% of the company’s latest audited net assets and the absolute amount exceeds 10 million yuan, it shall be reviewed and approved by the board of directors before investment and fulfill the obligation of information disclosure in time. If the amount of entrusted financial management accounts for more than 50% of the company’s latest audited net assets and the absolute amount exceeds 50 million yuan, it shall be submitted to the general meeting of shareholders for deliberation after being deliberated and approved by the board of directors.
The service life of the relevant limit shall not exceed 12 months, and the transaction amount at any point in the period (including the relevant amount of reinvestment of the income of the above investment) shall not exceed the entrusted financial management limit.
In case of entrusted financial management between the company and its related parties, the amount of entrusted financial management shall also be taken as the calculation standard, which is applicable to the company
