Keeson Technology Corporation Limited(603610)
Decision making and management system for major investment and operation
Chapter I General Provisions
Article 1 in order to standardize the business behavior of Keeson Technology Corporation Limited(603610) (hereinafter referred to as “the company”), clarify the approval authority and procedures for the decision-making of major matters of the company, and improve work efficiency, these rules are hereby formulated in accordance with the company law, the articles of association and relevant provisions.
Chapter II examination and approval authority of major investment and operation decisions
Article 2 if the transactions (except financial aid and guarantee) of the company meet one of the following standards, the company shall, in addition to timely disclosure, be deliberated and approved by the board of directors.
(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 index calculation is negative, take its absolute value for calculation.
If the transaction of the company fails to meet the above standards, it shall be decided by the general manager.
If the company’s transactions meet the standards specified in this article, and the counterparty takes non cash assets as transaction consideration or offsets the company’s debts, the company shall disclose the audit report or evaluation report involving assets with reference to the provisions of Article 9 of this system.
Article 3 if the transactions of the company (except for financial assistance, providing guarantee, receiving cash assets and simply reducing or remitting the debts of the company) meet one of the following standards, the company shall not only disclose them in time, but also submit them to the general meeting of shareholders for deliberation after being deliberated and approved by the board of directors:
(I) the total assets involved in the transaction (if there are both book value and assessed value, whichever is higher) account for more than 50% 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 50% of the company’s latest audited net assets, and the absolute amount exceeds 50 million yuan;
(III) 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;
(IV) 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;
(V) 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;
(VI) the net profit related to 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 index calculation is negative, take its absolute value for calculation.
The “transaction” mentioned in Articles 2 and 3 above specifically includes:
(I) purchase or sale of assets;
(II) foreign investment (including entrusted financial management, investment in subsidiaries, etc.);
(III) providing financial assistance (including interest bearing or interest free loans, entrusted loans, etc.);
(IV) provide guarantee (including guarantee for holding subsidiaries);
(V) assets leased in or leased out;
(VI) entrusted or entrusted management of assets and businesses;
(VII) donated or donated assets;
(VIII) reorganization of creditor’s rights and debts;
(IX) sign a license agreement;
(x) transfer or transfer of research and development projects;
（11） Waiver of rights (including waiver of preemptive right, preemptive subscription right, etc.);
（12） Other transactions recognized by Shanghai Stock Exchange.
When the company and the same trading party have two related transactions in opposite directions other than items (II) to (IV) above at the same time, the provisions of articles 2 and 3 shall apply according to the higher of the transaction indicators in a single direction.
If the company has a transaction and renews the contract or extends the term with the original counterparty after the expiration of the term, it shall re perform the review procedures and disclosure obligations in accordance with the provisions of this system.
Article 4 in case of any of the following transactions, the company may be exempted from submitting to the general meeting of shareholders for deliberation in accordance with the provisions of Article 3, but it shall still perform the obligation of information disclosure in accordance with the provisions:
(I) the company has received cash assets, obtained debt relief and other transactions that do not involve consideration payment and do not have any obligations;
(II) the transactions of the company only meet the standards of item (IV) or (VI) of paragraph 1 of Article 3, and the absolute value of the company’s earnings per share in the latest fiscal year is less than 0.05 yuan.
Article 5 Where a company leases in or out assets, the provisions of Article 2 and Article 3 shall apply to all the agreed lease expenses or lease income.
If the company directly or indirectly waives the right of preemptive purchase or subscribed capital contribution to the holding subsidiary or other entities under its control, resulting in changes in the scope of the consolidated statements, the provisions of Article 2 and Article 3 shall apply based on the amount waived and the relevant financial indicators of the entity.
If the company’s waiver of rights does not lead to changes in the scope of the company’s consolidated statements, but the proportion of the equity of the subject decreases compared with the non waiver of rights, the provisions of Article 2 and Article 3 shall apply based on the amount of waiver and the relevant financial indicators calculated according to the proportion of changes in equity.
Where the company partially waives its rights, the provisions of Article 2 and Article 3 shall also apply to the amount and indicators specified in paragraphs 2 and 3 of this article and the actual amount of transfer or capital contribution.
Where the company has a transaction and the relevant arrangement involves a conditional amount such as consideration that may be paid or received in the future, the maximum amount that may be paid or received shall be taken as the transaction amount, and the provisions of articles 2 and 3 shall apply.
Where the company implements the transactions specified in Article 3 of this system by stages, the provisions of articles 2 and 3 shall apply based on the total amount agreed in the agreement.
Article 6 the company has the following types of transactions related to daily operation:
(I) purchase of raw materials, fuel and power;
(II) receiving labor services;
(III) selling products and commodities;
(IV) providing labor services;
(V) project contracting;
(VI) other transactions related to daily operation.
Where the transactions mentioned in the preceding paragraph are involved in asset replacement, the provisions of articles 2 to 5 of this system shall apply.
Article 7 if the company signs contracts related to daily transactions and meets one of the following standards, it shall disclose them in time: (I) if the matters in items (I) and (II) of paragraph 3 of Article 3 are involved, the contract amount accounts for more than 50% of the company’s total audited assets in the latest period, and the absolute amount exceeds 500 million yuan;
(II) for matters involving items (III) to (V) of paragraph 3 of Article 3, the contract amount accounts for more than 50% of the company’s audited main business income in the latest fiscal year, and the absolute amount exceeds 500 million yuan;
(III) other contracts that the company or Shanghai Stock Exchange believes may have a significant impact on the company’s financial status and operating results.
Article 8 if the company participates in the bidding of commodity procurement and other projects, and the contract amount reaches the standard specified in Article 7, when it has entered the publicity period but has not obtained the notice of award or relevant supporting documents, it shall timely issue a prompt announcement, and disclose the main contents of the bid winning publicity in accordance with the relevant provisions of Shanghai Stock Exchange.
If the notification of award is obtained after the end of the publicity period, the company shall timely disclose the relevant information about the project winning in accordance with the relevant provisions of Shanghai Stock Exchange. If it is expected that the notification of award cannot be obtained, the company shall timely disclose the progress and fully remind the risks.
Chapter III external guarantee and financial assistance
Article 9 the external guarantee of the company shall be carried out in accordance with relevant laws, regulations and rules and the management system of financing and external guarantee approved by the board of directors of the company.
Article 10 the transaction of “financial assistance” of the company shall not only be deliberated and approved by more than half of all directors, but also be deliberated and approved by more than two-thirds of the directors attending the meeting of the board of directors, and shall be disclosed in time. In case of any of the following circumstances, the financial assistance shall also be submitted to the general meeting of shareholders for deliberation after being deliberated and approved by the board of directors:
(I) the amount of single financial assistance exceeds 10% of the latest audited net assets of the listed company;
(II) the latest financial statement data of the funded object shows that the asset liability ratio exceeds 70%;
(III) the cumulative amount of financial assistance in the last 12 months exceeds 10% of the company’s latest audited net assets;
(IV) other circumstances stipulated by the Shanghai Stock Exchange or the articles of association.
If the object of subsidy is the holding subsidiary within the scope of the company’s consolidated statements, and the other shareholders of the holding subsidiary do not include the controlling shareholders, actual controllers and their affiliates of the company, the provisions of the preceding two paragraphs may be exempted. Article 11 the company shall not provide funds and other financial assistance to related parties, but shall provide shares not controlled by the company
The affiliated joint-stock company controlled by the actual controller provides financial assistance, except that other shareholders of the joint-stock company provide financial assistance with the same conditions according to the proportion of capital contribution.
The board of directors of the company shall consider and approve the financial assistance matters mentioned in the preceding paragraph by more than half of all non affiliated directors, and by more than two-thirds of the non affiliated directors attending the meeting of the board of directors, and submit them to the general meeting of shareholders for deliberation.
Article 12 when providing financial assistance, the company shall sign an agreement with the funded object and other relevant parties to specify the conditions to be observed by the funded object, the amount, duration, liability for breach of contract and other contents.
The board of directors of the company shall pay full attention to the reasons for providing financial assistance when considering the financial assistance, and review the risk and fairness of the financial assistance on the basis of a comprehensive assessment of the asset quality, operation, industry prospect, solvency, credit status, third-party guarantee and performance ability of the funded object.
Article 13 for the financial assistance disclosed by the company, the company shall timely disclose the relevant information and the remedial measures to be taken in case of any of the following circumstances, and fully explain the judgment of the board of directors on the solvency of the funded object and the recovery risk of the financial assistance:
(I) the funded object fails to repay in time after the agreed funding period expires;
(II) financial difficulties, insolvency, cash flow difficulties, bankruptcy and other situations that seriously affect the repayment ability of the funded object or the third party providing guarantee for financial assistance;
(III) other circumstances recognized by Shanghai Stock Exchange.
Before the overdue financial assistance is recovered, the company shall not provide additional financial assistance to the same object.
Chapter IV Acquisition or sale of assets
Article 14 asset purchase or sale refers to the purchase or sale of fixed assets, construction in progress, intangible assets, investment interests or other assets by the company. Regardless of the source of funds for the acquisition of assets and the income from the sale of assets, they all fall within the scope of this chapter.
Article 15 if the total assets or transaction amount involved in the “purchase or sale of assets” transaction of the company exceeds 30% of the company’s latest audited total assets in 12 consecutive months, it shall be deliberated by the general meeting of shareholders and approved by more than two-thirds of the voting rights held by the shareholders attending the meeting.
Article 16 Where a company purchases or sells its equity, it shall make changes according to the equity of the target company held by the company
If the transaction will lead to changes in the scope of the company’s consolidated statements, the relevant financial indicators of the target company corresponding to the equity shall be taken as the calculation basis, and the provisions of articles 2 and 3 shall apply.
If the scope of the company’s consolidated statements is changed due to the lease in or lease out of assets, entrusted or entrusted management of assets and businesses, the provisions of the preceding paragraph shall apply mutatis mutandis.
Article 17 Where a company’s transaction meets the standards specified in Article 3 and the subject matter of the transaction is the company’s equity, it shall disclose the financial and accounting report of the subject asset for the latest year audited by an accounting firm. The audit opinion issued by the accounting firm shall be standard and unqualified, and the audit deadline shall not exceed 6 months from the date of the shareholders’ meeting to consider relevant transactions.
If the transaction of the company meets the standards specified in Article 3 and the subject matter of the transaction is other assets other than the equity of the company, the evaluation report of the subject assets issued by the asset evaluation institution shall be disclosed. The benchmark date of the appraisal shall not be more than one year from the date of the general meeting of shareholders to consider relevant transactions.
According to the requirements of the principle of prudence, the provisions of the preceding two paragraphs shall apply to the trading matters voluntarily submitted by the company to the general meeting of shareholders for deliberation in accordance with the articles of association or other laws and regulations.
If the company purchases or sells the minority equity of the transaction object, and is really unable to audit the financial accounting report of the transaction object in the latest year due to objective reasons such as the company’s inability to form control, joint control or significant influence on the transaction object before and after the transaction, it may be exempted from disclosing the audit report in accordance with the provisions of paragraph 1 of this article after disclosing the relevant circumstances, unless otherwise stipulated by the CSRC or Shanghai Stock Exchange.
Chapter V foreign investment
Article 18 foreign investment refers to the company’s investment in the establishment of joint ventures, cooperative enterprises, joint ventures, holding subsidiaries or participating subsidiaries or other forms of foreign investment in the form of currency, physical objects, industrial property rights, non patented technology, land use rights, etc., including entrusted financial management, entrusted loans, etc.
Article 19 the general manager shall organize the formulation of the annual investment plan every year and submit it to the board of directors for review and approval and the general meeting of shareholders for approval. The annual foreign investment plan of the company’s holding subsidiaries shall be reported to the board of directors of the company for the record.
For major foreign investment projects, a feasibility report on foreign investment projects shall be prepared and submitted to the relevant departments for approval
