Vanfund Urban Investment&Development Co.Ltd(000638)
Foreign investment management system
Chapter I General Provisions
Article 1 this system is formulated in accordance with the company law of the people’s Republic of China, the stock listing rules of Shenzhen Stock Exchange and the Vanfund Urban Investment&Development Co.Ltd(000638) articles of Association (hereinafter referred to as the “articles of association”) in order to standardize investment behavior, reduce investment risks, improve investment returns and safeguard the legitimate rights and interests of the company, shareholders and creditors.
Article 2 the term “investment” as mentioned 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, including placement of new shares, subscription, securities repurchase, secondary market investment of stocks and their derivatives, convertible corporate bond investment, securities investment through entrusted financial management and other investment activities recognized by the bourse.
2. 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 for the direct purpose of obtaining long-term income.
3. Entrusted financial management and entrusted loans.
4. Other investments
Article 3 the company’s investment shall follow the following principles: abide by national laws and regulations and comply with national industrial policies; In line with the company’s development strategy; Rational allocation of enterprise resources; Promote the optimal combination of factors; Create good economic benefits.
Chapter II investment decisions and procedures
Article 4 the general meeting of shareholders and the board of directors of the company are the decision-making bodies of investment, and each exercise the right of investment decision-making within its scope of authority:
1. If the foreign investment meets one of the following standards, 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 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;
(2) The net assets involved in the subject matter of the transaction (such as equity) account for less than 50% of the company’s latest audited net assets, or more than 50% but the absolute amount is less than 50 million yuan. If the net assets involved in the transaction have both book value and assessed value, the higher shall prevail;
(3) The relevant operating income of the object of foreign investment (such as equity) in the latest fiscal year accounts for less than 50% or more of the audited operating income of the company in the latest fiscal year, but the absolute amount is less than 50 million yuan;
(4) The net profit related to the subject matter of foreign investment (such as equity) in the latest fiscal year accounts for less than 50% or more of the audited net profit of the company in the latest fiscal year, but the absolute amount is less than 5 million yuan;
(5) The transaction amount of foreign investment (including debts and expenses) accounts for less than 50% or more of the company’s latest audited net assets, but the absolute amount is less than 50 million yuan;
(6) The profit from foreign investment accounts for less than 50% or more of the audited net profit of the company in the latest fiscal year, but the absolute amount is less than 5 million yuan.
2. If the foreign investment meets one of the following standards, the board of directors authorizes the chairman to be responsible for examination and approval:
(1) The total assets involved in foreign investment account for less than 35% 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 (such as equity) account for less than 35% of the company’s latest audited net assets, or more than 35% but the absolute amount is less than 35 million yuan. If the net assets involved in the transaction have both book value and assessed value, the higher shall prevail;
(3) The relevant operating income of the object of foreign investment (such as equity) in the latest fiscal year accounts for less than 35% or more of the audited operating income of the company in the latest fiscal year, but the absolute amount is less than 35 million yuan;
(4) 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 company in the latest fiscal year, or more than 35%, but the absolute amount is less than 3.5 million yuan;
(5) The transaction amount of foreign investment (including debts and expenses) accounts for less than 35% or more of the company’s latest audited net assets, but the absolute amount is less than 35 million yuan;
(6) The profit from foreign investment accounts for less than 35% or more of the audited net profit of the company in the latest fiscal year, but the absolute amount is less than 3.5 million yuan.
3. In addition to the provisions of articles 6.1.9 and 6.1.10 of the stock listing rules of Shenzhen Stock Exchange (revised in 2022), if the transactions of the company meet one of the following standards, they shall be disclosed in time and submitted to the general meeting of shareholders for deliberation:
(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 (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 transaction have both book value and assessed value, the higher shall prevail;
(3) The relevant operating income of the subject matter of foreign investment (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 (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; (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.
4. If the company’s foreign investment meets one of the following standards, it shall be disclosed in time:
(1) The total assets involved in the 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 foreign investment have both book value and assessed value, the higher one shall prevail;
(2) The net assets involved in the subject matter of foreign investment (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 transaction have both book value and assessed value, the higher one shall prevail;
(3) The relevant operating income of the subject matter of foreign investment (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 (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 exceeds 1 million yuan.
If the data involved in the above index calculation is negative, take its absolute value for calculation.
Article 5 related party investment with related parties shall not only comply with the provisions of this system, but also comply with the relevant provisions of the company’s related party transaction management system.
Article 6 the general manager of the company is the main person in charge of the implementation of foreign investment, responsible for the specific implementation of investment projects and timely reporting the investment progress to the board of directors.
Article 7 the general manager’s office of the company shall handle relevant procedures for foreign investment according to the requirements of the general manager.
Article 8 the Finance Department of the company is the daily management department of foreign investment, which is responsible for the benefit evaluation of foreign investment projects, raising funds, handling capital contribution procedures, etc.
Article 9 foreign investment projects of the company shall be handled according to the following procedures:
1. The investment unit or department conducts research on the proposed investment project, prepares a draft feasibility report, and makes a preliminary and principled analysis and demonstration on the feasibility of the project.
2. After the draft feasibility report is formed, it shall be submitted to the general office of the company for preliminary review.
3. After the preliminary review is passed, a formal feasibility report shall be prepared. The feasibility report shall at least include the following contents: basic information of the project, information of investors, market forecast and the company’s production capacity, material supply, production or operation arrangement, technical scheme, equipment scheme, management system, project implementation, financial budget, benefit evaluation, risk and uncertainty and their countermeasures.
4. Submit the feasibility report to the general office meeting of the company for demonstration, and sign the demonstration opinions. Major investment projects shall be reviewed by relevant experts and professionals.
5. After the feasibility report passes the demonstration, it shall be submitted to the chairman or the board of directors or the general meeting of shareholders for approval.
6. After the feasibility report is approved, instruct the relevant departments and personnel of the company to sign cooperation agreements and cooperation contracts with the other party.
7. After the joint venture contract is signed, the articles of association of the joint venture shall be formulated according to the principles stipulated in the contract, and the documents required for examination and approval shall be submitted to the relevant state departments for examination and approval.
Chapter III Implementation and management of foreign investment
Article 10 once a foreign investment project is established, the financial department of the company shall monitor the whole process of project implementation. Article 11 the Finance Department of the company shall conduct necessary tracking management on the construction progress, capital investment, use effect, operation and income of the project; Analyze the causes of deviation, put forward rectification measures, and regularly submit written reports to the general manager and the board of directors of the company.
Article 12 in case of any new situation during the implementation of the project, including investment recovery or investment transfer, the Finance Department of the company shall report to the general manager of the company within 5 working days of the occurrence of such facts. The general manager shall immediately discuss and analyze the situation with relevant professionals and functional departments and report to the board of directors for approval.
Article 13 Where the total amount of the company’s securities investment accounts for more than 35% of the company’s latest audited net assets and the absolute amount exceeds 35 million yuan, it shall be reviewed and approved by the board of directors before investment, and the obligation of information disclosure shall be performed in time; If the total amount of the company’s securities investment accounts for more than 50% of the company’s latest audited net assets and the absolute amount exceeds 50 million yuan, or should be submitted to the general meeting of shareholders for deliberation according to the articles of association, the company shall submit it to the general meeting of shareholders for deliberation in addition to the deliberation and approval of the board of directors before investment. When the shareholders’ meeting is held, in addition to the on-site meeting, the company shall also provide investors with online voting channels to vote.
The company shall establish and improve relevant internal control systems for securities investment and strictly control investment risks. The company shall not use bank credit funds to directly or indirectly enter the stock market.
Article 14 securities investment shall be implemented after being approved in accordance with the examination and approval authority and examination and approval procedures specified in this system. The competent investment unit and functional department shall regularly report the investment environment, risk and income status and future market forecast to the company’s financial department in written form, so as to keep abreast of the maintenance and appreciation of funds at any time. The financial management of securities investment shall be implemented in accordance with the company’s financial management system.
Article 15 for entrusted financial management, the company shall select a qualified professional financial management institution with good credit status and financial status, no bad credit record and strong profitability as the trustee, and sign a written contract with the trustee to clarify the amount, term, investment products, rights, obligations and legal responsibilities of both parties.
Article 16 the Finance Department of the company shall assign special personnel to track the progress and safety of the entrusted financial management funds, and timely report any abnormal situation, so that the board of directors can take effective measures to reduce the losses of the company.
Chapter IV recovery and transfer of foreign investment
Article 17 in case of any of the following circumstances, the company may recover its foreign investment:
1. According to the articles of association of the invested company, the operation period of the investment project expires;
2. Due to the poor management of the investment project, it is unable to repay the due debts and implement bankruptcy according to law;
3. The project cannot continue to operate due to force majeure;
4. When other circumstances of termination of investment specified in the joint venture or cooperation contract occur or occur.
Article 18 the company may transfer its foreign investment under any of the following circumstances:
1. The investment project has obviously deviated from the company’s business direction;
2. There are continuous losses in the investment project, there is no hope to turn around the losses and there is no market prospect;
3. When supplementary funds are urgently needed due to insufficient operating funds;
4. Other circumstances deemed necessary by the company.
Article 19 the transfer of investment shall be handled in strict accordance with the relevant national laws and regulations and the company system. The procedures and authorities for approving the disposal of investment are the same as those for approving the implementation of investment.
Chapter V supplementary provisions
Article 20 the board of directors of the company reserves the right to interpret this system.
Article 21 matters not covered in this system shall be implemented in accordance with relevant national laws, regulations, normative documents and the relevant provisions of the articles of association. If the system is inconsistent with relevant laws, regulations, normative documents and the articles of association, the provisions of relevant laws, regulations, normative documents and the articles of association shall prevail.
Article 22 this system shall come into force from the date of adoption by the general meeting of shareholders of the company.
Vanfund Urban Investment&Development Co.Ltd(000638) board of directors April 2002
