Shunya International Martech (Beijing) Co.Ltd(300612) marketing technology (Beijing) Co., Ltd. foreign investment management system
Chapter I General Provisions
Article 1 in order to standardize the investment management of Shunya International Martech (Beijing) Co.Ltd(300612) marketing technology (Beijing) Co., Ltd. (hereinafter referred to as “the company”), improve the efficiency of capital operation, ensure the safety and profitability of capital operation, and realize the scientization of investment decision-making and the standardization and institutionalization of operation and management, In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the Listing Rules of Shenzhen Stock Exchange on the gem, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of listed companies on the gem and other laws, regulations and normative documents, as well as the articles of association of Shunya International Martech (Beijing) Co.Ltd(300612) marketing technology (Beijing) Co., Ltd. (hereinafter referred to as the articles of association), This system is formulated in combination with the specific situation of the company.
Article 2 this system is applicable to the foreign investment of the company and its holding subsidiaries.
Article 3 foreign investment (hereinafter referred to as “investment”) referred to in this system refers to the company and its holding subsidiaries’ investment activities in various forms by making monetary capital, real objects such as houses, machines, equipment and materials after asset evaluation, as well as intangible assets such as patent right, trademark right and land use right.
Article 4 purpose of investment
Make effective use of idle funds or other assets and carry out appropriate capital expansion to obtain better income and ensure the preservation and appreciation of assets.
Article 5 principles of investment
(I) abide by national laws, regulations and relevant provisions of the articles of Association;
(II) safeguard the interests of the company and all shareholders and strive for the maximization of benefits;
(III) conform to the company’s development strategy and national industrial policy, and give play to and strengthen the company’s competitive advantage;
(IV) adopt a prudent attitude, appropriate scale, act according to one’s ability, carry out relevant risk management in the implementation process, and give consideration to the balance of risk and income;
(V) be standardized, institutionalized and scientific, and consult external experts when necessary.
Article 6 the investment behaviors regulated by this system include:
(I) short term investment
1. Entrusted operation or financial management;
2. Purchase financial products such as circulating stocks, bonds, funds, foreign exchange and futures.
(II) long term investment
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 and foreign independent legal entities;
3. Participate in other domestic and foreign independent legal entities.
Article 7 the company’s acquisition (including purchase), sale, replacement of physical assets or other assets, contracting, property leasing and other activities shall be managed by reference to investment activities.
Chapter II Administration of foreign investment
Article 8 separation of duties in investment business
(I) the investment plan preparation personnel shall be separated from the approval personnel.
(II) the business personnel responsible for the purchase and sale of securities shall be separated from the accounting recording personnel.
(III) separation of securities custodians from accounting recorders.
(IV) personnel involved in investment and trading activities cannot be responsible for the inventory of securities at the same time.
(V) the personnel responsible for the calculation and accounting records of interest or dividends shall be separated from the personnel who pay interest or dividends, and shall be paid by independent financial institutions as far as possible.
Article 9 foreign investment management authority (except for the establishment or capital increase of wholly-owned subsidiaries):
(I) the general meeting of shareholders of the company may decide all foreign investment and disposal of the company without violating national laws, regulations, normative documents, macro-control and industrial policies.
(II) the specific investment management authority of the company is as follows:
1. Foreign investment that meets one of the following standards shall be examined and approved by the board of directors and disclosed in time:
(1) The total assets involved in the transaction 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 basis;
(2) 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;
(3) The net profit related to 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;
(4) The transaction amount (including debts and expenses) of the transaction accounts for more than 10% of the company’s latest audited net assets, and the absolute amount exceeds 10 million yuan;
(5) 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.
If the data involved in the above index calculation is negative, take its absolute value for calculation.
2. If it fails to meet the investment standard that must be determined by the board of directors as mentioned in paragraph 1 of item (II) of this article, the board of directors may, within the decision-making authority, authorize the CEO (president) to make decisions on the company’s investment and asset disposal within its authority. The content of authorization shall be clear, specific and made in writing.
3. Foreign investment that meets one of the following standards shall be deliberated and approved by the general meeting of shareholders and disclosed in time:
(1) 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 basis;
(2) 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;
(3) 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;
(4) 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;
(5) 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.
If the data involved in the above index calculation is negative, take its absolute value for calculation.
For transactions that meet the standards specified in Item 3 of this article, if the subject matter of the transaction is the equity of the company, the listed company shall hire an accounting firm that meets the requirements of the securities law to audit the financial and accounting report of the subject matter of the transaction in the latest year. The deadline for audit shall not exceed six months from the date of the shareholders’ meeting to consider the transaction; If the subject matter of the transaction is non cash assets other than equity, the company shall employ an asset appraisal institution that meets the requirements of the securities law to conduct the appraisal. The benchmark date of the appraisal shall not exceed one year from the date of the shareholders’ meeting to consider the transaction.
For transactions that fail to meet the standards specified in this article, if Shenzhen Stock Exchange deems it necessary, the company shall also employ relevant accounting firms or asset evaluation institutions to audit or evaluate in accordance with the provisions of the preceding paragraph.
If the transactions of the company only meet the standards in items (3) and (5) of item 3 of this article, and the absolute value of the company’s earnings per share in the latest fiscal year is less than 0.05 yuan, the company may apply to Shenzhen stock exchange for exemption from the provisions of this article submitted to the general meeting of shareholders for deliberation.
If the subject matter of the transaction is equity and the company’s purchase of the equity will change the scope of the company’s consolidated statements, all the assets and operating income of the company corresponding to the investment shall be regarded as the total assets involved in the transaction and the operating income related to the subject matter of the transaction mentioned in this article.
The company’s investment of the same kind within 12 consecutive months shall be calculated cumulatively. If the cumulative calculation reaches 30% of the total assets audited in the latest period, in addition to the disclosure and audit or evaluation with reference to the provisions of the preceding paragraph, it shall also 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 relevant obligations have been performed in accordance with Item 3 of this article, they will not be included in the relevant cumulative calculation scope.
The transactions specified in this article are those defined in article 7.1.1 of the GEM Listing Rules of Shenzhen Stock Exchange. The above purchased and sold assets do not include the purchase of raw materials, fuel and power, and the sale of products, commodities and other assets related to daily operation, but the purchase and sale of such assets are still included in the asset replacement. If the data involved in the above index calculation is negative, take its absolute value for calculation.
Where a company invests to establish a limited liability company or a joint stock limited company, the provisions of this article shall apply based on the total amount of capital contribution agreed in the agreement.
If the company’s foreign investment belongs to related party transactions, it shall be implemented in accordance with the company’s decision-making authority on related party transactions.
Article 10 the relevant centralized management department of the company is the project undertaking unit, which is specifically responsible for the information collection of the investment project, the preparation of the project proposal and feasibility study report, the application and approval of the project, the supervision and coordination during the project implementation and the post project evaluation.
Article 11 the Finance Department of the company is responsible for investment benefit evaluation, economic feasibility analysis, fund raising, handling capital contribution procedures and confirming the evaluation results of foreign investment assets.
Article 12 for more professional or larger investment projects, the preliminary work shall be completed by forming a special project feasibility investigation team.
Article 13 the Audit Department of the company shall be responsible for the pre benefit audit, in-process project supervision and post project assessment of the project; The legal department of the company is responsible for the legal review of agreements, contracts and articles of association.
Article 14 the CEO (president) office shall review and evaluate the project plan and analysis report, and decide to organize the implementation or report to the board of directors and the general meeting of shareholders for approval.
Chapter III short term investment management
Article 15 short term investment procedures of the company
(I) the financial department of the company shall regularly prepare a statement of capital flow;
(II) the company’s investment analysts shall prepare and report the annual short-term investment plan according to the situation of various securities in the securities market and the profitability of other investment objects, and submit it to the CEO (president) for review or to the board of directors and the general meeting of shareholders for approval according to the scale of short-term investment;
(III) the financial department is responsible for transferring the funds in the investment plan to other monetary capital accounts according to the investment plan;
(IV) the investment operator can apply for or buy or sell securities after giving opinions on securities investment and being confirmed by the vice president in charge of investment;
（5） The investment operator shall make a statement of the company’s short-term investment profit and loss and market value after the market is closed every day, and submit it to the vice president in charge of investment for review;
(VI) the vice president in charge of investment is responsible for regularly summarizing the profit and loss of short-term investment and market value table, and submitting it to the CEO (president) or the board of directors and the general meeting of shareholders for review.
Article 16 the investment operator shall submit the relevant investment documents to the financial department at the end of each month, and the financial department shall timely register the investment according to the securities category, quantity, unit price, accrued interest, dividends receivable, purchase date and other items.
Article 17 the company shall establish a strict securities custody system, which shall be jointly controlled by at least two persons, and no one shall contact the securities alone; The deposit and withdrawal of other monetary funds must be recorded in the securities register in detail and signed by the handling personnel present.
Article 18 the short-term securities purchased by the company must be recorded in the name of the company.
Article 19 the financial department of the company is responsible for regularly organizing the inventory of securities.
Article 20 the Finance Department of the company shall set up a subsidiary account for each kind of securities to reflect, and shall prepare securities investment and profit and loss statements every month, and prepare discount and premium amortization statements for bonds.
Article 21 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 business ability as the trustee, and sign a written contract with the trustee to clarify the amount, term, investment variety, rights, obligations and legal liabilities of both parties.
The directors of the company shall assign special personnel to track the progress and safety of the entrusted financial management funds, and require them to report in time in case of abnormalities, so that the board of directors can take effective measures to recover the funds immediately and avoid or reduce the losses of the company.
Chapter IV long term investment management
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.
(I) new project investment refers to the investment made according to the approved investment amount after the investment project is approved;
(II) 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
(I) the Finance Department of the company cooperates with the investment department to determine the investment purpose and investigate the investment environment;
(II) the investment department of the company prepares the letter of intent (project initiation report) on the basis of full investigation and research;
(III) the investment department of the company prepares the project investment feasibility study report and submits it to the finance department and the CEO (president);
(IV) the financial department and legal department of the company shall cooperate with the investment department to prepare the project cooperation agreement (contract); (V) go through the approval procedures in accordance with the relevant provisions of the state and the procedures stipulated in these measures;
(VI) the investment department of the company shall formulate relevant articles of association and management system for investment projects;
(VII) the investment department of the company is 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 capital, the letter of intent and feasibility study report must be resubmitted.
Article 25 requirements for joint venture partners in the establishment of joint ventures with long-term foreign investment
(I) have good commercial reputation and economic strength;
(II) be able to provide legal credit certificate;
(III) provide complete financial status, operating results and other relevant information as required.
Article 26 for foreign long-term investment projects, a letter of intent (project initiation report) must be prepared. The main contents of the project investment intention include:
(I) investment purpose;
(II) the name of the investment project;
(III) investment regulations of the project
