Vanfund Urban Investment&Development Co.Ltd(000638)
Comparison table for revision of foreign investment management system
In order to further improve the level of corporate governance, according to the relevant provisions of the latest company law of the people’s Republic of China, the Listing Rules of Shenzhen Stock Exchange and Vanfund Urban Investment&Development Co.Ltd(000638) articles of association, the company plans to revise some provisions of the foreign investment management system, as shown in the table below.
Before and after revision
Article 1 in order to standardize investment behavior, reduce investment risk and improve investment efficiency, Article 1 in order to standardize investment behavior, reduce investment risk, improve investment income, safeguard the legitimate rights and interests of the company, shareholders and creditors, and safeguard the legitimate rights and interests of the company, shareholders and creditors, according to the company law of the people’s Republic of China and the company law of the people’s Republic of China on stock listing of Shenzhen Stock Exchange This system is formulated in accordance with the provisions of the Listing Rules of Shenzhen Stock Exchange and the articles of association. And the Vanfund Urban Investment&Development Co.Ltd(000638) articles of Association (hereinafter referred to as the “articles of association”).
Article 2 the term “investment” in this system includes article 2 the term “investment” in this system includes:
1. Securities investment refers to the company’s purchase of investment varieties or instruments that can be realized at any time. 1. Securities investment refers to the company’s purchase of investment varieties or instruments that can be realized at any time, including new share placement, subscription, securities or instruments, including new share placement, subscription, securities repurchase, stock and its repurchase, secondary market investment of stocks and their derivatives, secondary market investment of convertible derivatives, convertible corporate bond investment Entrusted exchange of corporate bond investment, entrusted financial management for securities investment, financial management for securities investment and other investment activities recognized by the exchange. Other investment activities recognized by the exchange. 2. Long term equity investment refers to the investment purchased by the company that cannot be realized at any time or 2. Long term equity investment refers to the investment purchased by the company that cannot be realized at any time, that is, the investment realized in cash, physical assets, intangible assets or not ready to be realized at any time, that is, the resources at the disposal of the company such as cash and assets, and the resources at the disposal of the company through joint venture, joint venture, joint venture, physical assets and intangible assets, Investment made to other enterprises through merger and other means and aimed at obtaining long-term income to other enterprises directly through joint venture, cooperation, joint venture, merger and other means. Investment with the direct purpose of obtaining long-term income. 3. Entrusted financial management and entrusted loans.
3. Entrusted financial management and entrusted loans. 4. Other investments
Before and after revision
Article 4 the general meeting of shareholders and the board of directors of the company are the decision-making bodies for investment. The general meeting of shareholders and the board of directors of the company are the decision-making bodies for investment. Each body shall exercise the investment decision-making power within its scope of authority: 1. Foreign investment (except securities investment) meets one of the following standards. If foreign investment meets one of the following standards, it shall be submitted to the board of directors, It shall be submitted to the board of directors for deliberation:
(1) The total assets involved in foreign investment account for less than 50% of the total assets audited in the latest period of the listed company. The total assets involved in the transaction account for less than 50% of the total assets audited in the latest period of the company. 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; As calculation data; (2) The net assets involved in the subject matter of the transaction (such as equity) account for less than 50% of the audited net assets of the company (2) the subject matter of foreign investment (such as equity) in the latest accounting year, or more than 50%, but the relevant operating income accounts for less than 50% of the audited operating income of the listed company in the latest accounting year, Or more than 50%, but the net amount has both book value and assessed value, whichever is higher; The absolute amount is less than 50 million yuan; (3) (3) the operating income of the subject matter of foreign investment (such as equity) in the latest fiscal year accounts for less than 50% of the audited net profit of the company in the latest fiscal year, or more than 50% of the operating income of the listed company in the latest fiscal year, but the absolute amount is less than 50% of the audited net profit, Or more than 50% but absolutely 50 million yuan;
The amount is less than 5 million yuan; (4) (4) the net profit related to the transaction amount (including debts and expenses) of the foreign investment object (such as equity) in the latest accounting year accounts for less than 50% of the audited net assets of the listed company in the latest accounting year, or more than 50% but the absolute amount is less than 500, or more than 50% but the absolute amount is less than 50 million yuan;
Civilian currency; (5) The transaction amount of foreign investment (including debts and expenses) (5) the profit generated by foreign investment accounts for less than 50% of the latest audited net assets of the listed company, or less than 50% of the audited net profit of the accounting year, or more than 50%, but the absolute amount is less than 50 million yuan;
But the absolute amount is less than 5 million yuan. (6) The profit generated from foreign investment accounts for the company’s most recent fiscal year. 2. Foreign investment beyond the authority of the board of directors shall be submitted to the shareholders’ meeting for deliberation, which is less than 50% of the audited net profit or more than 50% but absolute. The amount is less than 5 million yuan.
3. Foreign investment (except securities investment) meets the following standards
1. The board of directors authorizes the chairman of the board of directors to be responsible for examination and approval: 2. If the foreign investment meets one of the following standards, the board of directors authorizes the director (1) the total assets involved in the foreign investment account for less than 35% of the total assets audited in the first phase, and the total assets involved in the transaction account for the total assets audited in the latest phase of the company. If there are both book value and evaluated value, If the higher is less than 35% of the total assets, the total assets involved in the transaction are saved at the same time as the calculation data; Between the book value and the assessed value, whichever is higher;
(2) The net assets involved in the subject matter of foreign investment (such as equity) account for less than 35% of the latest audited net assets of the listed company in the latest accounting year, or more than 35% of the latest audited operating income, or more than 35% but the absolute amount is less than 35 million yuan, The absolute amount of capital involved in the transaction is less than 35 million yuan; If there are both book value and assessed value of net assets, the higher one shall prevail; (3) The net profit related to the subject matter of foreign investment (such as equity) in the latest fiscal year (3) the net profit related to the subject matter of foreign investment (such as equity) in the latest fiscal year accounts for less than 35% of the audited net profit of the listed company in the latest fiscal year, or more than 35% but less than 35% of the absolute business income, or more than 35% but less than 35% of the absolute amount
The amount is less than 3.5 million yuan; 35 million yuan;
(4) The transaction amount of foreign investment (including debts and expenses) (4) the subject matter of foreign investment (such as equity) accounts for 35% of the latest audited net assets of the listed company in the most recent fiscal year, and the relevant net profit accounts for more than 35% of the company’s audited net profit in the most recent fiscal year, but the absolute amount is less than 35% of RMB 35 million, Or more than 35%, but the absolute amount is less than RMB 3.5 million; RMB;
Before and after revision
(5) The profit generated from foreign investment accounts for less than 35% of the audited net profit of the listed company in the latest (5) foreign investment transaction amount (including debts and expenses) in the accounting year, or less than 35% of the audited net assets of the company in the latest period, or more than 35%, but the absolute amount is less than 3.5 million yuan.
But the absolute amount is less than 35 million yuan;
4. Within 12 consecutive months, if the profits generated by the company’s (6) foreign investment with the same trading partner account for less than 35% of the audited net profit of the above foreign investment (except securities investment) in the latest fiscal year, or more than 35%, but the absolute amount reaches one of the following standards, it shall be submitted to the general meeting of shareholders for deliberation: less than 3.5 million yuan.
(1) The total amount of assets involved in foreign investment accounts for the total amount of listed companies. 3. In addition to the provisions of articles 6.1.9 and 6.1.10 of the stock listing rules of Shenzhen Stock Exchange (more than 50% of the latest audited total assets in 2022, which is revised for foreign investment), the total amount of assets involved in foreign investment of the company shall be disclosed and submitted in time if the transactions of book value and assessed value meet one of the following standards, Take the higher one as the calculation data; The eastern conference considered:
(2) The subject matter of foreign investment (such as equity) in the latest meeting (1) the total assets involved in foreign investment account for more than 50% of the total assets of the listed company in the latest audited year, and the total assets involved in the transaction account for more than 50% of the audited operating income of the previous fiscal year, and are absolutely in the book value and evaluation value, whichever is higher;
If the amount exceeds 50 million yuan; (2) The net assets involved in the subject matter of foreign investment (such as equity) account for more than 50% of the audited net assets of the company (3) the subject matter of foreign investment (such as equity) in the latest period, and the net profit related to the absolute amount of the year accounts for more than 50 million yuan of the listed company in the latest period. The net assets involved in the transaction also account for more than 50% of the audited net profit of the accounting year, If there are book value and assessed value of absolute gold, the higher one shall prevail;
The amount exceeds 5 million yuan; (3) (4) the operating income related to the transaction amount of foreign investment (including debts and expenses) in the latest fiscal year accounts for more than 50% of the audited net assets of the listed company in the latest fiscal year, and the absolute amount exceeds 50 million yuan, and the absolute amount exceeds 50 million yuan; Currency;
(5) The profit generated by foreign investment accounts for more than 50% of the audited net profit of the listed company’s recent (4) foreign investment object (such as equity) in the latest fiscal year, and the absolutely relevant net profit accounts for more than 5 million yuan of the audited net profit of the company in the latest fiscal year. More than 50% of the profit, and the absolute amount exceeds 5 million yuan; 5. If the company’s foreign investment meets one of the following standards, (5) the transaction amount of foreign investment (including debts and expenses) shall be disclosed in time: the company’s latest audited net assets account for more than 50%, and the absolute amount (1) the total assets involved in foreign investment account for more than 50 million yuan of the latest amount of listed companies; More than 10% of the total assets audited in the first period, and the foreign investment involves (6) the profit generated by the foreign investment accounts for the total assets of the company in the latest fiscal year and. If there are both book value and evaluation value, the higher one of more than 50% of the audited net profit and the absolute amount of more than 5 million shall be taken as the calculation data; RMB.
(2) If the subject matter of foreign investment (such as equity) meets one of the following standards in the latest accounting period, the relevant annual operating revenue shall be disclosed in time: the annual audited operating revenue accounts for more than 10% of the listed company’s latest accounting period, and the absolute amount (1) the total assets involved in foreign investment account for more than 10 million yuan in the latest accounting period of the company; Accounting for more than 10% of the total assets, the total assets involved in the foreign investment are the same as (3) if the subject matter of foreign investment (such as equity) has book value and evaluation value in the latest accounting, the higher shall prevail; The net profit related to the year accounts for more than 10% of the net assets involved in the subject matter of foreign investment (such as equity) of the listed company in the latest accounting year (2), and the absolute amount exceeds more than 10% of the company’s latest audited net assets, and the absolute amount is 100%
