Guangdong Ellington Electronics Technology Co.Ltd(603328)
Management system for major business and investment decisions
catalogue
Chapter I General Provisions Chapter II Scope of decision-making Chapter III decision-making procedures Chapter IV Supervision and inspection of decision-making Chapter V supplementary provisions
Chapter I General Provisions
Article 1 in order to standardize the production and operation management of Guangdong Ellington Electronics Technology Co.Ltd(603328) (hereinafter referred to as “the company”), improve the rationality and scientificity of the company’s production and operation and financial decision-making, avoid decision-making risks, strengthen decision-making responsibilities, and achieve the goal of maintaining and increasing the value of the company’s assets and maximizing the interests of shareholders, in accordance with the relevant provisions of the company law, the stock listing rules of the stock exchange and the articles of association, and in combination with the actual situation of the company, Formulate this system. Article 2 the principles of major business and investment decision management: legitimacy, effectiveness, risk avoidance, appropriateness, etc. Article 3 all professional departments of the company are responsible for the demonstration, implementation and monitoring of major business matters.
Chapter II decision scope
Article 4 the major business matters mentioned in this system include: (1) signing major loan contracts; （2） Sign major guarantee contracts; （3） Implement other business plans formulated by the general manager, the board of directors or the general meeting of shareholders. Article 5 the investment matters mentioned in this system include: (1) acquisition, sale and replacement of equity, physical assets or other assets of non listed companies; （2） Leased assets; （3） Technical transformation of original production equipment; （4） Expansion and transformation of the original production site;
（5） New production line; （6） Foreign investment (including entrusted financial management, entrusted loans, etc.); （7） Reorganization of creditor’s rights and debts; （8） Establishment of branches; (IX) construction of marketing network and technology center; (x) other investment matters. Article 6 the company’s borrowings and external guarantees, as well as relevant laws, regulations, normative documents and all special provisions of the CSRC and securities trading, shall be implemented in accordance with relevant regulations and systems. When related party transactions are involved in major business and investment matters, they shall be implemented in accordance with the company’s related party transaction decision-making system. Chapter III decision making procedures
Article 7 the company’s authority and procedures for purchasing and disposing of fixed assets: (1) for purchasing fixed assets, the user department shall submit a written application, which shall be reviewed by the finance department and the general manager. If the target amount is less than 10% of the company’s total assets audited in the latest period, it shall be decided by the general manager’s office meeting; If the target amount is more than 10% of the company’s total assets audited in the latest period to 30% of the company’s total assets audited in the latest period, it shall be decided by the board of directors; The purchase and disposal of fixed assets beyond the above scope shall be reported to the general meeting of shareholders for approval. If it falls within the above scope, but the laws and regulations require it to be reported to the general meeting of shareholders for approval, it shall be reported to the general meeting of shareholders for approval. （2） The authority and procedures for the sale and scrapping of fixed assets shall be subject to the provisions on the purchase of fixed assets. （3） In case of redundant fixed assets that are no longer used due to technological upgrading and the company’s conversion of production, they shall be transferred according to the net value of fixed assets or market price after being studied and decided by the general manager’s office meeting or the board of directors. Article 8 the approval of investment projects shall comply with the following procedures: 1. Investment related to main business: (1) for investment projects with an investment amount of less than 10% of the company’s latest audited total assets within one year, the general manager of the company shall organize relevant experts and professionals to demonstrate and make decisions according to the general manager’s office meeting; （2） For investment projects with an investment amount of more than 10% of the company’s total assets audited in the latest period to 30% of the company’s total assets audited in the latest period within one year, a feasibility study (or demonstration) report shall be issued, which shall be submitted to the general manager’s office meeting for decision after being reviewed by relevant experts and professionals organized by the general manager of the company, and then submitted to the board of directors for deliberation according to the provisions of the articles of Association;
Investment projects beyond the above scope shall be reported to the general meeting of shareholders for approval. If the investment is within the above scope, but the laws and regulations require it to be reported to the general meeting of shareholders for approval, it shall be reported to the general meeting of shareholders for approval. （3） For investment projects with an investment amount exceeding 30% of the company’s latest audited total assets within one year, a feasibility study (or demonstration) report shall be issued, which shall be submitted to the general manager’s office meeting for decision after being reviewed by relevant experts and professionals organized by the general manager of the company. After being approved by the general manager’s office meeting, it shall be submitted to the board of directors for deliberation in accordance with the provisions of the articles of association, and then submitted to the general meeting of shareholders for deliberation.
（4） Matters that are specially stipulated in the relevant listing rules of the CSRC and the stock exchange (including acquisition, sale of assets, related party transactions, etc.) shall be examined and approved in accordance with the special provisions. 2、 For non main business investment, the board of directors can make decisions on the company’s investment of no more than RMB 100 million in a single year or in a natural year. Before investing in non main business, the company must obtain the consent of independent directors and be reviewed and approved by the board of supervisors.
If the investment in non main business exceeds RMB 100 million in a single time or in a natural year, it shall be deliberated and approved by the general meeting of shareholders of the company. Non main businesses refer to businesses other than the production and sales of printed circuit boards. Article 9 when investing in securities, the company can reasonably predict the scope, amount and term of securities investment in the next 12 months.
The company’s securities investment shall be subject to the consent of independent directors and approved by the board of supervisors; If the amount of securities investment exceeds RMB 100 million in a single time or in a natural year, it shall be deliberated and approved by the general meeting of shareholders of the company. Article 10 when engaging in derivatives trading, the company can reasonably predict the scope, amount and term of derivatives trading in the next 12 months.
When engaging in derivatives trading, the company shall submit it to the board of directors for deliberation and timely perform the obligation of information disclosure. Independent directors shall express special opinions, which shall be deliberated and approved by the board of supervisors; If the transaction amount of derivatives exceeds RMB 100 million in a single or a natural year, it shall be deliberated and approved by the general meeting of shareholders of the company.
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 whenever the amount reaches 10% of the company’s audited net profit attributable to shareholders of the listed company in the latest year and the absolute amount exceeds 10 million yuan. Article 11 before the general manager’s office meeting deliberates the investment matters mentioned in Article 5 of the system, the business department that puts forward the investment proposal shall cooperate with the finance department to carry out market research and financial calculation, and then put forward the project feasibility analysis data and other relevant data. Article 12 when considering and making decisions on the investment projects mentioned in Article 5 of this system, the following factors shall be fully investigated and used to make decisions: (1) whether there are restrictions in relevant laws, regulations and policies; （2） 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; （3） The investment project has proved to have good development prospects and economic benefits; （4） Whether the company has the capital, technology, talents, raw materials and other conditions required for the smooth implementation of relevant investment projects; （5） Whether the financial evaluation opinions of the investment project have been issued by the financial principal of the company, and whether the investment consultant hired by the company has issued opinions or suggestions (if any); （6） Other relevant materials required for making decisions on investment projects.
Article 13 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 independent operation ability and maintain independence in procurement, production and sales. For investment projects that need to be submitted to the board of directors for deliberation, the general manager of the company shall submit the prepared project feasibility analysis and other materials to the strategy committee of the board of directors for discussion and deliberation, and then submit them to the board of directors for deliberation. Article 14 If the company makes decisions on the same or related major business and investment matters by stages within one year, the investment amount shall be calculated according to the cumulative number, 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 and 8 of the system shall not be included in the cumulative amount.
Chapter IV Supervision and inspection of decision-making
Article 15 during the implementation of the investment project, if the general manager finds that there are major problems in the investment project or the external environment for implementation has changed significantly, he shall propose to convene the general manager’s office meeting or the board of directors to adjust the investment plan. For investment projects approved by the general meeting of shareholders, the adjustment investment plan shall be approved by the general meeting of shareholders. Article 16 after the completion of the investment project, the general manager shall organize relevant departments and personnel to check the completion of the project, and report the completion of the investment project at the general manager’s office meeting, the board of directors or the general meeting of shareholders.
Article 17 the implementation of major business and investment projects decided by the general meeting of shareholders, the board of directors and the general manager’s office meeting shall be ensured: (1) the business departments and branches that put forward investment suggestions are the specific executing agencies of major business and investment decisions that have been deliberated and approved, which shall be based on the general meeting of shareholders Major business and investment decisions made at the office meeting of the board of directors or the general manager, and formulate practical and feasible specific implementation plans, steps and measures for investment projects; （2） The business departments and branches that put forward investment suggestions shall be specially assigned to be responsible for the implementation of the investment project; The responsible person shall regularly submit a written report on the progress of the project to the Finance Department of the company, and accept the audit of financial revenue and expenditure; （3） The financial director shall formulate the fund supporting plan and reasonably allocate the funds according to the implementation plan, steps and measures of the investment project, so as to ensure the smooth implementation of the investment project decision; （4） The Audit Department of the company shall organize auditors to conduct internal audit on the financial revenue and expenditure of investment projects on a regular basis and put forward written opinions to the finance department; （5） After the implementation of each major business and investment project, the project team shall submit the investment settlement report, completion acceptance report and other settlement documents of the project to the finance department and submit an application for review. After the summary and review of the finance department, it shall be submitted to the general manager’s office meeting for review and approval.
Chapter V supplementary provisions
Article 18 the company’s major operations and investments shall perform the necessary information disclosure obligations in accordance with the stock listing rules of the stock exchange and the company’s information disclosure management system. Article 19 If the decision-making violates the authority and procedure stipulated in this system and causes significant economic losses to the company and shareholders, the person responsible shall bear the corresponding liability for compensation in accordance with the provisions of relevant laws, regulations and the articles of association. Article 20 in case of any inconsistency between the management system and relevant national laws, regulations, normative documents or articles of association, the provisions of national laws, regulations, normative documents and articles of association shall prevail, and the system shall be revised in time. Article 21 from the effective date of these rules, the company’s original procedures and rules for major investment decisions and procedures and rules for major production, operation and financial decisions shall be abolished. Article 22 the system shall come into force after being deliberated and approved by the general meeting of shareholders of the company. The system shall be interpreted by the board of directors of the company.
Guangdong Ellington Electronics Technology Co.Ltd(603328) April 2022
