Foreign investment management system
(revised in April 2022)
Chapter I General Provisions
Article 1 in order to regulate Goldcard Smart Group Co.Ltd(300349) (hereinafter referred to as “the company”) foreign investment, prevent investment risks and improve the efficiency of foreign investment, according to the relevant provisions of laws and regulations such as the company law of the people’s Republic of China (hereinafter referred to as “the company law”), the securities law of the people’s Republic of China, the Listing Rules of Shenzhen Stock Exchange on the gem (hereinafter referred to as “the Listing Rules”), etc, This system is formulated in combination with the Goldcard Smart Group Co.Ltd(300349) articles of Association (hereinafter referred to as the “articles of association”).
Article 2 the term “foreign investment” as mentioned in this system refers to the following investment activities conducted by the company at home and abroad for the purpose of making profits or maintaining and increasing value:
(I) investing in other enterprises, including equity investments such as establishing enterprises alone or jointly with others, increasing capital to other enterprises, and transferring equity of other enterprises;
(II) acquisition of assets of other companies;
(III) purchase trading financial assets and financial assets available for sale, provide loans (including entrusted loans) to others, entrust financial management and other financial investments;
(IV) other investments.
Article 3 the company’s foreign investment must comply with relevant national regulations and industrial policies, comply with the company’s development strategy, enhance the company’s competitiveness, reasonably allocate enterprise resources, create good economic benefits and promote the sustainable development of the company.
Chapter II decision-making authority for foreign investment
Article 4 in principle, foreign investment decisions go through the stages of project investigation, feasibility analysis, project initiation, project implementation and so on.
Article 5 those that can be invested shall be examined and approved level by level according to the authority in accordance with the relevant provisions of this system. The examination and approval authority of the general manager’s office meeting shall not exceed the authorization of the board of directors, and the examination and approval authority of the board of directors shall not exceed the authorization of the general meeting of shareholders:
1、 If the company’s foreign investment transactions meet one of the following standards, they must also be submitted to the general meeting of shareholders for deliberation and approval after being deliberated and approved by the resolution of 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;
When the transaction is “purchase of assets”, the higher of the total assets and transaction amount shall be taken as the calculation standard, and the cumulative calculation shall be made within 12 consecutive months according to the type of transaction. The matters that have reached 30% of the company’s latest audited total assets through cumulative calculation shall be submitted to the general meeting of shareholders for deliberation and approved by more than two-thirds of the voting rights held by the shareholders attending the meeting.
If the data involved in the above index calculation is negative, take its absolute value for calculation.
Transactions in which the company unilaterally obtains benefits, including receiving cash assets and obtaining debt relief, may be exempted from the deliberation procedures of the general meeting of shareholders in accordance with paragraph 1.
If the transactions of the company only meet the criteria of item (III) or (V), and the absolute value of the company’s earnings per share in the latest fiscal year is less than 0.05 yuan, it may be exempted from the deliberation procedures of the general meeting of shareholders in accordance with paragraph 1.
2、 If the company’s foreign investment specified in Article 2 of this system fails to meet the deliberation standards of the general meeting of shareholders specified in this system and meets one of the following standards, it shall be deliberated and approved by the board of directors and disclosed in time:
(I) the total assets involved in 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 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 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;
(III) 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;
(IV) 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;
(V) 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.
3、 The company’s foreign investment matters specified in Article 2 of the system, which fail to meet one of the criteria for deliberation by the board of directors, shall be decided by the general manager of the company.
4、 If the company’s foreign investment constitutes a connected transaction, it shall be handled in accordance with the examination and approval procedures of connected transactions. Where laws, administrative regulations, departmental rules, normative documents or Shenzhen Stock Exchange have other provisions on the above matters, such provisions shall prevail.
Article 6 if the company has entrusted financial management for 12 consecutive months, the maximum balance in that period shall be the transaction amount, and the provisions of Article 5 shall apply. For matters other than entrusted financial management, all transactions related to the subscript of the same transaction category shall be calculated cumulatively within 12 consecutive months. Those who have performed relevant decision-making procedures in accordance with the provisions of this article will not be included in the relevant cumulative calculation scope.
Article 7 for important transactions that need to be submitted to the general meeting of shareholders, if the subject matter of the transaction is equity, the company shall hire an accounting firm qualified to carry out securities and futures related business to audit the financial and accounting report of the subject matter of the transaction in the latest year, and the audit deadline shall not exceed 6 months from the signing date of the agreement; If the subject matter of the transaction is other assets other than equity, the company shall employ an asset appraisal firm qualified to carry out securities and futures related business to conduct the appraisal. The benchmark date of the appraisal shall not exceed one year from the date of signing the agreement.
Article 8 if the foreign investment of a wholly-owned subsidiary or holding subsidiary of the company meets the standards specified in Article 5 of this system, it shall be deliberated and approved by the company with reference to the provisions of Article 5, and then implemented after the final approval of the wholly-owned subsidiary or holding subsidiary in accordance with its internal decision-making procedures.
Chapter III daily management of foreign investment
Article 9 the general manager shall take the lead in the follow-up daily management of foreign investment projects.
Article 10 for the establishment of a cooperative or joint venture company with foreign investment, the company shall send operation and management personnel, directors, supervisors or shareholder representatives to the new company to participate in and influence the operation decisions of the new company after being elected according to legal procedures.
Article 11 for a holding subsidiary established by foreign investment, the company shall send directors and corresponding operation and management personnel to play an important role in the operation and decision-making of the holding subsidiary.
Article 12 the selection of personnel dispatched for foreign investment shall be decided by the general manager of the company. The dispatched personnel shall earnestly perform their duties in accordance with the provisions of the company law and other relevant laws and regulations, 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. Article 13 the Finance Department of the company shall make comprehensive and complete financial records of the company’s foreign investment activities, conduct detailed accounting, establish detailed account books according to each investment project and record relevant materials in detail.
Article 14 the accounting methods, accounting policies, accounting estimates and changes adopted in the financial management of the company’s holding subsidiaries shall comply with the relevant provisions of the company’s accounting system. Article 15 the company may appoint a chief financial officer to a subsidiary, who shall supervise the authenticity and legitimacy of the financial situation of the company he works for.
Chapter IV transfer and recovery of foreign investment
Article 16 in any of the following circumstances, the company may recover its foreign investment:
(I) the operation period of the investment project (enterprise) expires;
(II) the investment project (enterprise) is poorly managed and unable to repay its due debts;
(III) the investment project (enterprise) cannot be operated due to force majeure;
(IV) other circumstances under which the investment is terminated under the contract.
Article 17 under any of the following circumstances, the company may transfer its foreign investment:
(I) the investment project has obviously gone against the business direction of the company;
(II) the investment project has suffered continuous losses and has no market prospect;
(III) there is an urgent need for supplementary funds due to the lack of their own operating funds;
(IV) other reasons deemed necessary by the company.
Article 18 the recovery and transfer of foreign investment shall comply with the provisions of the company law, listing rules and other relevant laws and regulations and the articles of association.
Chapter V disclosure of foreign investment information
Article 19 the company shall conscientiously perform the obligation of information disclosure of foreign investment in accordance with the articles of association, information disclosure management system, listing rules and other relevant provisions. Article 20 any department and person in charge involved in the company’s foreign investment shall be responsible for timely notifying the Secretary of the board of directors of the company of the situation of foreign investment and providing the documents required for information disclosure.
Article 21 the relevant departments of the company shall take necessary measures to control the insiders of the information to a minimum before the foreign investment information is publicly disclosed according to law. Any person who legally or illegally knows the company’s foreign investment information shall bear the obligation of confidentiality until the date of public disclosure of the information according to law, otherwise he will bear the legal liability arising therefrom.
Chapter VI supplementary provisions
Article 22 the terms “above”, “within” and “below” in this system include this number; “More than”, “less than”, “less than” does not include this number.
Article 23 the company’s foreign investment must go through the disclosure procedures in accordance with the provisions of relevant laws, regulations and rules.
Article 24 matters not covered in this system shall be implemented in accordance with relevant laws and regulations and the relevant provisions of the articles of association. If the relevant provisions of this system conflict with the relevant laws and regulations promulgated or revised in the future and the articles of association revised according to the legal procedures, it shall be implemented in accordance with the relevant laws and regulations and the articles of association, and the board of directors shall revise this system in a timely manner. Article 25 these Provisions shall apply to the foreign investment of subsidiaries included in the scope of the company’s consolidated accounting statements.
Article 26 this system is formulated by the board of directors and shall be implemented from the date of deliberation and approval by the general meeting of shareholders, and the same shall apply to modification.
