Dawning Information Industry Co.Ltd(603019)
Foreign investment system
(April 2022)
Chapter I General Provisions
Article 1 in order to regulate the foreign investment of Dawning Information Industry Co.Ltd(603019) (hereinafter referred to as “the company”), strengthen the management of the company’s foreign investment, prevent the risks of foreign investment, ensure the safety of foreign investment, improve the benefits of foreign investment, and safeguard the company’s image and the interests of investors, in accordance with the company law of the people’s Republic of China (hereinafter referred to as “the company law”) This system is formulated in combination with the actual situation of the company in accordance with the relevant provisions of laws, regulations and normative documents such as the Listing Rules of Shanghai Stock Exchange (hereinafter referred to as the “Listing Rules”), as well as the Dawning Information Industry Co.Ltd(603019) articles of Association (hereinafter referred to as the “articles of association”).
Article 2 the term “external investment” as mentioned in this system refers to the company’s investment activities in various forms by making a certain amount of monetary capital, equity, and appraised physical or intangible assets as capital contributions to obtain future income.
Article 3 according to the length of the investment period, the company’s foreign investment is divided into short-term investment and long-term investment. Short term investment mainly refers to the investment purchased by the company that can be realized at any time and held for no more than 1 year (including 1 year), including various stocks, bonds, funds, dividend insurance, etc;
Long term investment mainly refers to all kinds of investments with an investment term of more than 1 year that cannot be realized at any time or are not ready to be realized, including bond investment, equity investment and other investments. Including but not limited to the following types:
（1） Enterprises independently established by the company or business projects independently funded by the company;
（2） The company invests to establish joint ventures, cooperative companies or development projects with other domestic (foreign) independent legal entities and natural persons;
（3） Participating in other domestic (foreign) independent legal entities;
（4） Operating assets are leased, entrusted or jointly operated with others.
Article 4 the basic principles to be followed in foreign investment: conform to the company’s development strategy, reasonably allocate enterprise resources, promote the optimal combination of factors and create good economic benefits.
Article 5 this system is applicable to all foreign investment activities of the company and its wholly-owned subsidiaries and holding subsidiaries (hereinafter referred to as “subsidiaries”).
Chapter II examination and approval authority for foreign investment
Article 6 the company’s foreign investment shall be subject to professional management and level by level examination and approval system.
Article 7 the approval of the company’s foreign investment shall be carried out in strict accordance with the company law, listing rules and other relevant laws and regulations, the articles of association, the rules of procedure of Dawning Information Industry Co.Ltd(603019) shareholders’ meeting and the rules of procedure of Dawning Information Industry Co.Ltd(603019) board of directors.
Article 8 if the company’s foreign investment meets one of the following standards, it shall be deliberated and approved by the general meeting of shareholders. If it fails to meet the following standards, it shall be deliberated and approved by the board of directors or the president within their respective authorities:
（1） The total assets involved in the transaction (if there are both book value and evaluation value, whichever is higher) account for more than 50% of the company’s total assets audited in the latest period;
（2） The net assets involved in the subject matter of the transaction (such as equity) (if there are both book value and evaluation value, whichever is higher) account for more than 50% of the company’s latest audited net assets; And the absolute amount exceeds 50 million yuan;
（3） The transaction amount of the transaction (including the debts and expenses undertaken) accounts for more than 50% of the company’s latest audited net assets, and the absolute amount exceeds 50 million yuan;
（4） 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;
（5） 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;
（6） 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.
If the data involved in the above indicators is negative, the absolute value shall be taken for calculation.
If the company’s foreign investment constitutes a related party transaction, it shall be handled in accordance with the approval procedures for related party transactions. When the company conducts “entrusted financial management” transactions, it shall take the amount incurred as the calculation standard and calculate the transaction amount according to the transaction category at any time point within 12 consecutive months.
When the company conducts other transactions other than “entrusted financial management”, it shall cumulatively calculate all transactions related to the subscript of the same transaction category within 12 consecutive months.
Article 9 except for those that should be deliberated and approved by the general meeting of shareholders according to the standards listed in Article 8, if the company’s foreign investment meets one of the following standards, it shall be deliberated and approved by the board of directors; if it fails to meet the following standards, it shall be deliberated and approved by the president:
(I) the total assets involved in the transaction (if there are both book value and assessed value, whichever is higher) account for more than 10% of the company’s total assets audited in the latest period;
(II) the net assets involved in the subject matter of the transaction (such as equity) (if there are both book value and evaluation value, whichever is higher) account for more than 10% of the company’s latest audited net assets, and the absolute amount exceeds 10 million yuan;
(III) the transaction amount of the transaction (including the debts and expenses undertaken) accounts for more than 10% of the company’s latest audited net assets, and the absolute amount exceeds 10 million yuan;
(IV) the profit generated from the transaction 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;
(V) the relevant operating income of the transaction object (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;
(VI) the related net profit of the transaction object (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.
If the data involved in the above indicators is negative, the absolute value shall be taken for calculation. If the company’s foreign investment constitutes a related party transaction, it shall be handled in accordance with the approval procedures for related party transactions.
Chapter III Organization of foreign investment management
Article 10 the general meeting of shareholders, the board of directors, the investment management organization and the president of the company shall make decisions on the company’s foreign investment within their respective authorities. Any other department or individual has no right to make decisions on foreign investment. Article 11 the investment management institution of the company shall analyze and study major foreign investment projects and provide suggestions for decision-making.
Article 12 the President shall be the director of the investment management institution, and the team members include but are not limited to the senior managers of the company, the personnel of the securities legal department, the finance department, the audit department and other relevant departments.
The investment management organization is responsible for the examination and approval of the company’s investment projects.
Article 13 the Finance Department of the company shall take the lead in organizing the early-stage due diligence or feasibility study of the investment project of the investment management institution, be responsible for the preliminary review of the submitted investment project, submit it to the investment management institution for approval, and be responsible for the follow-up management of the foreign investment project.
Article 14 the Finance Department of the company is responsible for performing the obligation of capital contribution according to the investment contract or agreement, including cash, physical or intangible assets; Cooperate with relevant departments to handle industrial and commercial registration, tax registration, bank account opening, etc. Article 15 the securities legal department of the company is responsible for the legality and compliance of foreign investment projects, the examination of agreements, contracts, important relevant letters, articles of association and other materials, and the handling of industrial and commercial registration.
Article 16 the Audit Department of the company is responsible for auditing investment projects, conducting regular or irregular special audits on investment projects, and putting forward special opinions.
Chapter IV administration of foreign investment
Article 17 short term investment procedures of the company:
（1） The financial department of the company shall regularly prepare the statement of capital flow;
（2） The investment analysts of the company shall approve according to the situation of various securities in the securities market and other investment objects;
（3） The Finance Department of the company is responsible for transferring the funds in the investment plan to other monetary capital accounts according to the investment plan;
（4） The investment operator may apply for or buy or sell securities after putting forward securities investment opinions and being confirmed by the investment management institution;
（5） The investment management institution shall regularly summarize the profit and loss and market value statement of short-term investment and submit it to the board of directors and the general meeting of shareholders for review.
Article 18 the investment operator shall submit the investment related documents to the Finance Department of the company at the end of each month. The Finance Department of the company is responsible for timely registering and recording the short-term investment according to the category, quantity, unit price, accrued interest, purchase date, etc., and carrying out relevant accounting treatment.
Article 19 the company shall establish a strict securities custody system, which shall be jointly controlled by at least two persons, and the securities investment operators shall be separated from the capital and financial managers and restrict each other. No one shall contact the investment assets alone. The deposit or withdrawal of any investment assets must be signed by two persons who restrict each other. Article 20 the short-term securities purchased by the company must be recorded in the name of the company on the day of purchase.
Article 21 the Finance Department of the company is responsible for regularly checking the use and balance of securities investment funds. The interest and dividends received shall be recorded in the account in time.
Article 22 the company’s long-term foreign investment is divided into new projects and existing projects according to the nature of the investment projects.
（1） A new project refers to an investment project that is approved to be established and invested according to the approved investment amount.
（2） Capital increase of existing projects refers to the activities that the original investment projects need to increase investment on the basis of the original approved investment according to the needs of operation.
Article 23 long term investment procedures of the company:
（1） The relevant centralized management department of the company cooperates with the financial department of the company to determine the investment purpose and investigate the investment environment;
（2） The relevant centralized management department of the company shall prepare the feasibility study report of the investment project and submit it to the finance department, securities legal department and investment management organization of the company;
（3） Handle the approval procedures according to the procedures specified in this system;
（4） The relevant centralized management departments of the company are responsible for the implementation, operation and management of the project.
Article 24 once a foreign long-term investment project is approved, it is not allowed to increase investment at will. If it is really necessary to increase investment, the feasibility study report of the investment project must be resubmitted.
Article 25 for major investment projects, experts or intermediaries may be hired to conduct review and feasibility analysis and demonstration.
Article 26 for investment projects that meet the standards specified in Article 8, if the subject matter of the transaction is equity, the company shall employ an accounting firm that meets the provisions of relevant laws and regulations and the requirements of regulatory authorities to audit the financial and accounting report of the subject matter of the transaction in the latest year. The audit deadline shall not exceed six months from the date of signing the agreement; If the subject matter of the transaction is other assets other than equity, the company shall employ an asset appraisal institution that meets the provisions of relevant laws and regulations and the requirements of regulatory authorities for appraisal. The benchmark date of appraisal shall not exceed one year from the signing date of the agreement. For investment projects that fail to meet the standards specified in Article 8, if Shanghai Stock Exchange deems it necessary, the company also employs relevant accounting firms or asset evaluation institutions for audit or evaluation.
Article 27 the finance department, securities legal department and Audit Department of the company are responsible for the supervision, inspection and evaluation of the whole process of the implementation and operation of the investment project, and timely report to the investment management agency on the progress of the investment project, the implementation and use of the investment budget, the situation, operation status, existing problems and suggestions of all partners. During the implementation of investment and construction of the project, the investment budget can be reasonably adjusted according to the changes of the implementation, and the adjustment of the investment budget needs to be approved by the investment management organization.
Article 28 the board of supervisors, the finance department and the Audit Department of the company shall supervise the investment projects according to their responsibilities, put forward corrective opinions on violations in time, put forward special reports on major problems, and submit them to the investment management organization for discussion and handling.
Article 29 establish and improve the archives management system of investment projects, and the securities legal department of the company is responsible for sorting and archiving.
Chapter V transfer and recovery of foreign investment
Article 30 in case of any of the following circumstances, the company may recover its foreign investment:
（1） According to the articles of association, the operation of the investment project (enterprise) expires;
（2） Due to the poor management of investment projects (enterprises), they are unable to repay their due debts and go bankrupt according to law; （3） The project (enterprise) cannot continue to operate due to force majeure;
（4） When other circumstances specified in the contract occur or occur.
Article 31 the company may transfer its foreign investment under any of the following circumstances:
（1） The investment project has obviously gone against the company’s business direction;
（2） There are continuous losses in the investment project and there is no hope of turning 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 32 the transfer of investment shall be handled in strict accordance with the provisions of the company law and other laws on the transfer of investment. The disposal of foreign investment must comply with the relevant provisions of relevant laws and regulations of the state. Article 33 the procedures and authorities for approving the disposal of foreign investment are the same as those for approving the implementation of foreign investment.
Article 34 the financial department of the company is responsible for the asset evaluation of investment recovery and transfer to prevent the loss of the company’s assets.
Chapter VI personnel management of foreign investment
Article 35 when the company invests abroad to form a cooperative or joint venture company, it shall send directors and supervisors elected through legal procedures to participate in and supervise the operation decision-making of the new company.
Article 36 for a subsidiary established by foreign investment, the company shall send a chairman elected through legal procedures and corresponding operation and management personnel to play an important role in the operation and decision-making of the holding company. Article 37 the selection of personnel dispatched for foreign investment shall be put forward by the president’s meeting and decided by the investment management agency.
Article 38 the dispatched personnel shall sign a letter of responsibility with the company, earnestly perform their duties in accordance with the provisions of the company law and the articles of association of the invested company, safeguard the interests of the company in the operation and management activities of the newly established company, and realize the preservation and appreciation of the company’s investment. Company committee
