Hc Semitek Corporation(300323)
Foreign investment management system
Chapter I General Provisions
Article 1 in order to further standardize the investment behavior of Hc Semitek Corporation(300323) (hereinafter referred to as "the company"), reduce investment risks, improve investment returns and safeguard the legitimate rights and interests of the company, shareholders and creditors, In accordance with the company law of the people's Republic of China (hereinafter referred to as the company law), the Listing Rules of Shenzhen Stock Exchange on the gem (hereinafter referred to as the stock listing rules), the self regulatory guidelines for listed companies on the Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on the gem and other relevant laws and regulations, as well as the relevant provisions of Hc Semitek Corporation(300323) articles of Association (hereinafter referred to as the articles of association), This system is formulated in combination with the actual situation of the company.
Article 2 the term "investment" as mentioned in this system refers to the company's external investment, that is, the company's external investment in cash, physical objects, marketable securities, various tangible assets, intangible assets and other assets (hereinafter referred to as various assets), which involves the change of property right relationship of the company's assets and aims to obtain income.
The company's investment in subsidiaries, except the establishment or capital increase of wholly-owned subsidiaries.
Article 3 the main ways of the company's foreign investment include: (I) long term equity investment refers to the investment purchased by the company that cannot be realized at any time or is not ready to be realized at any time, that is, the investment made to other enterprises through joint venture, cooperation, joint venture, merger and other means with cash, physical assets, intangible assets and other resources at the disposal of the company to obtain long-term income; (II) entrusted financial management and entrusted loans; (III) other foreign investment methods stipulated by laws, regulations and the articles of association.
Article 4 this system is applicable to the company and its holding subsidiaries and branches.
Chapter II principles of foreign investment management
Article 5 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 be in line with the company's development strategy, with appropriate scale, 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: carry out multi-level tracking and Analysis on the invested projects, 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.
Article 6 when making foreign investment, the company must follow the overall development strategy and objectives of the company, and adhere to the principle of promoting the development and growth of the company, consolidating and improving the market competitiveness of the company and improving the value of the company. Article 7 when making foreign investment, the company must adhere to the principle of "seeking truth from facts and adjusting measures to local conditions", and scientifically and reasonably determine the foreign investment projects and investment scale in combination with the actual production and operation and financial assets of the company, so as to ensure the normal development of various main businesses.
Article 8 when making foreign investment, the company must conduct serious and detailed market investigation, research and demonstration, fully and reasonably evaluate the benefits and risks of foreign investment projects, and ensure the reasonable benefits of foreign investment.
Chapter III Examination and approval authority for foreign investment
Article 9 in order to fully exercise the rights of investors, various foreign investment behaviors of the company's holding subsidiaries must be reported to the company according to the specified procedures. The company leaders in charge of investment of the company are responsible for unified organization, review and approval, and then report to the board of directors and the general meeting of shareholders for deliberation and decision. Foreign investment beyond their authority is not allowed.
Article 10 major investment matters of the company shall be fully discussed and approved by the president's office meeting of the company. For example, projects within the approval authority of the chairman and President shall be approved and implemented by the chairman and President; If it exceeds the authority of the chairman and President, it shall be reported to the board of directors for discussion and approval before implementation; If the authority of the board of directors is exceeded, it shall be reported to the general meeting of shareholders for discussion and approval before implementation.
Article 11 Where a major investment event of the company meets one of the following standards, it shall be submitted to the general meeting of shareholders for approval after being deliberated and approved by the board of directors:
(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 above transactions of purchasing or selling assets (excluding the purchase of raw materials, fuels, power and the sale of products, commodities and other assets related to daily operation) are not included in the annual budget or procurement plan, and the transaction amount (including debts and expenses) exceeds 20 million yuan, they shall be submitted to the board of directors for deliberation; If the total assets and transaction amount (including debts and expenses) reach more than 30% of the company's latest audited total assets, it shall be submitted to the general meeting of shareholders for deliberation.
The same transaction shall be implemented in stages or batches, and the approval authority shall be determined according to the total amount.
Article 12 If the company's foreign investment is a related party transaction, it shall be implemented in accordance with the relevant requirements of the company's related party transaction system.
Article 13 securities investment and derivatives trading
(I) the securities investment mentioned in this clause includes the placement or subscription of new shares, securities repurchase, stock and depositary receipts investment, bond investment and other investment activities recognized by Shenzhen Stock Exchange.
The derivatives trading mentioned in this article 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.
(II) 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. Investment activities of fixed income or commitment to break even;
3. Participate in the allotment of shares or exercise the preemptive right of other companies;
4. Purchase more than 10% of the total share capital of other companies and plan to hold securities investment for more than three years; 5. Investments made before the company's initial public offering and listing.
(III) 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. Shenzhen Stock Exchange does not encourage companies to engage in derivatives trading for speculative purposes.
(IV) when engaging in securities investment and derivatives trading, the company shall follow the principles of legality, prudence, safety and effectiveness, control investment risks and pay attention to investment benefits. The company shall analyze the feasibility and necessity of investment. 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.
(V) 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 1% 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 also be submitted to the general meeting of shareholders for deliberation.
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.
In case of securities investment between the company and related parties, the amount of securities investment shall also be taken as the calculation standard, and the relevant provisions of related party transactions in the stock listing rules shall apply.
(VI) when engaging in derivatives trading, the company shall provide a feasibility analysis report, submit it to the board of directors for deliberation and timely perform the obligation of information disclosure, and the independent directors shall express special opinions.
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 of the amount exceeds the authority of the board of directors, it shall also be submitted to the general meeting of shareholders for review.
If the amount of reinvestment at any trading point (excluding the amount of reinvestment of derivatives) exceeds the relevant trading limit within 12 months.
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.
(VII) 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 time every time the amount reaches 10% of the company's audited net profit attributable to the shareholders of the listed company in the latest year and the absolute amount exceeds RMB 10 million.
Article 14 entrusted financial management
(I) entrusted financial management as mentioned in this article refers to the behavior that the 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 their properties or purchase relevant financial products.
The provisions of this article shall not apply to the business behavior of listed companies or their holding subsidiaries whose main business is investment and financing activities such as fund management, investment and wealth management.
(II) the company shall select qualified professional financial institutions with good credit and financial conditions, no bad credit records 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 responsibilities of both parties.
(III) 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 1% of the company's latest audited net assets and the absolute amount exceeds 10 million yuan, It shall be deliberated 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 also be submitted to the general meeting of shareholders for deliberation.
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, and the relevant provisions of related party transactions in the stock listing rules shall apply.
(IV) the company shall not evade the deliberation procedures and information disclosure obligations that should be performed when purchasing assets or investing abroad in the name of entrusted financial management or other investment, or provide financial assistance to others in a disguised form.
Where the company can control or significantly influence the investment direction of financial products, it shall fully disclose the final investment direction of funds, the details of the involved counterparties or the underlying assets, and fully disclose the investment risks and the company's countermeasures.
(V) in case of any of the following circumstances, the company engaged in entrusted financial management shall timely disclose the relevant progress and the countermeasures to be taken:
(I) financial products fail to be raised, fail to complete filing and registration, terminate in advance, and cannot be recovered upon expiration; (II) change of main terms of financial product agreement or relevant guarantee contract;
(III) major risk events occur in the operation or financial status of the trustee or fund user;
(IV) other circumstances that may damage the interests of the listed company or have important impact.
Chapter IV internal control of foreign investment
Article 15 the company's internal control over major investments shall follow the principles of legality, prudence, safety and effectiveness, control investment risks and pay attention to investment benefits.
Article 16 the company shall designate the management department to formulate the company's development strategy, be responsible for the special research and evaluation of the feasibility, investment risk, investment return and other matters of the company's major investment projects, and be responsible for the pre selection, planning, demonstration and preparation of the company's external capital construction investment, production and operation investment, joint venture and leasing projects; Assess the responsibility target management of subsidiaries and holding companies; 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.
Article 17 the Finance Department of the company is responsible for the financial management of foreign investment, and is responsible for cooperating with relevant parties to handle capital contribution procedures, industrial and commercial registration, tax registration, bank account opening, etc.
The legal department of the company is responsible for the legal review of agreements, contracts, important relevant letters and articles of association of foreign investment projects.
The internal audit department of the company is responsible for auditing and supervising the investment projects.
Article 18 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. Investment suggestions on the main business scope shall be put forward in writing by the shareholders, directors or senior managers of the company.
Chapter V transfer and recovery of foreign investment
Article 19 in case of any of the following circumstances, the company may recover its foreign investment:
(I) according to the articles of association of the invested company, the operation period of the investment project expires;
(II) due to the poor management of the investment project, it is unable to repay the due debts and implement bankruptcy according to law;
(III) the project cannot continue to operate due to force majeure;
(IV) joint venture or cooperation
