Guangdong Great River Smarter Logistics Co.Ltd(002930)
Foreign investment management system
Chapter I General Provisions
Article 1 in order to regulate the foreign investment of Guangdong Great River Smarter Logistics Co.Ltd(002930) (hereinafter referred to as “the company”), improve the investment efficiency, avoid the risks brought by the investment, use the funds effectively and reasonably, and maximize the time value of the funds, according to the company law of the people’s Republic of China (hereinafter referred to as “the company law”) and the securities law of the people’s Republic of China (hereinafter referred to as “the securities law”) This system is formulated in accordance with the Listing Rules of Shenzhen Stock Exchange (hereinafter referred to as the “Listing Rules”), the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and other laws and regulations, normative documents and the provisions of Guangdong Great River Smarter Logistics Co.Ltd(002930) 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 behavior that the company invests a certain amount of disposable resources such as monetary funds, equity, physical objects and intangible assets to other organizations or individuals or entrusts other organizations or individuals to invest, including securities investment, derivatives trading and other forms of investment activities in accordance with laws and regulations.
Article 3 the term “foreign investment” as mentioned in this system includes but is not limited to the following types:
(I) equity investment: the act of acquiring equity / property shares and other rights and interests for the purpose of participating in or controlling the business activities of an enterprise;
(II) project investment: refers to the investment behavior of real estate development projects, industries, logistics, commerce and other projects;
(III) investment in stocks, bonds, funds and other financial derivatives;
(IV) other investment matters stipulated in laws and regulations, normative documents and the articles of association. When related party transactions are involved in investment matters, they shall be implemented in accordance with the decision-making system of related party transactions of the company.
Article 4 the company’s investment decision-making and management shall follow the following basic principles:
(II) it is conducive to promoting the systematic and effective allocation of resources and improving the quality of assets;
(III) it is conducive to preventing business risks, improving investment income and safeguarding shareholders’ rights and interests;
(IV) it is conducive to standardize operation according to law, improve work efficiency and implement management responsibilities;
(V) it is conducive to the healthy and sustainable development of the company and improve the core competitiveness and overall strength of the company. The internal control of the company’s major investment shall follow the principles of legality, prudence, safety and effectiveness, control investment risks and pay attention to investment benefits.
Article 5 this system is applicable to all foreign investment activities of the company, wholly-owned subsidiaries and holding subsidiaries.
Chapter II examination and approval authority for foreign investment
Article 6 the examination and approval of the company’s foreign investment shall be carried out in strict accordance with the company law, the relevant rules and regulations issued by the CSRC, the relevant rules of Shenzhen Stock Exchange, the articles of association, the rules of procedure of the general meeting of shareholders, the rules of procedure of the board of directors and the working rules of the general manager.
Article 7 the company’s foreign investment shall be subject to professional management and level by level examination and approval system. The Department in charge of foreign investment management of the company shall conduct practical and serious certification research on the necessity, feasibility and rate of return of investment, and submit the projects that are believed to be investable to the relevant decision-making organs of the company for approval layer by layer in accordance with the provisions of this system and other relevant systems of the company.
Article 8 the following foreign investment matters of the company shall be submitted to the general meeting of shareholders for deliberation and approval:
(I) consider securities investments whose total amount accounts for more than 50% of the company’s audited net assets in the latest period and whose absolute amount exceeds 50 million yuan;
(II) consider the following derivatives transactions:
1. The total amount of derivatives transactions accounts for more than 50% of the company’s latest audited net assets and the absolute amount exceeds RMB 50 million;
2. Derivative related party transactions between the company and related parties.
(III) review the matters that the company’s foreign investment (including entrusted financial management, investment in subsidiaries, etc.) meets one of the following standards:
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 prevail;
2. The net assets involved in the transaction object (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 one shall prevail;
3. 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; 4. 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 RMB 5 million;
5. The transaction amount (including liabilities and expenses) of the transaction accounts for more than 50% of the company’s latest audited net assets, and the absolute amount exceeds RMB 50 million;
6. 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.
If the transaction of the company falls into one of the following circumstances, it may be exempted from being submitted to the general meeting of shareholders for deliberation in accordance with the above provisions:
1. The company has received cash assets, obtained debt relief and other transactions that do not involve consideration payment and do not have any obligations;
2. The transactions of the company only meet the standards of item 4 or 6 of the above provisions, and the absolute value of earnings per share of the company in the latest fiscal year is less than 0.05 yuan.
(IV) other foreign investment situations that should be considered by the general meeting of shareholders in accordance with laws and regulations and the articles of association.
Article 9 the following foreign investment matters of the company shall be submitted to the board of directors for deliberation:
(I) review the matters that the company’s foreign investment (including entrusted financial management, investment in subsidiaries, etc.) meets one of the following standards:
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 prevail;
2. The net assets involved in the transaction object (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 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; 4. 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 one million yuan;
5. 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;
6. 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 one million yuan.
If the data involved in the above index calculation is negative, take its absolute value for calculation.
(II) consider securities investments whose total amount accounts for more than 10% of the company’s latest audited net assets and whose absolute amount exceeds 10 million yuan;
(III) the company’s external financial assistance, regardless of the transaction amount, shall be submitted to the board of directors for deliberation, and shall not authorize the directors or the management to deliberate. If it should be submitted to the general meeting of shareholders for deliberation according to relevant regulations, it shall also be submitted to the general meeting of shareholders for deliberation after deliberation by the board of directors;
(IV) when the company conducts derivatives trading, the management shall provide feasibility analysis report, submit it to the board of directors for deliberation and timely perform the obligation of information disclosure, and the independent directors shall give special opinions;
(V) other foreign investment situations that should be considered by the board of directors according to laws and regulations and the articles of association.
Article 10 in addition to the foreign investment (including investment in subsidiaries, etc.) considered by the general meeting of shareholders and the board of directors, the chairman of the company shall consider the matters that the company’s foreign investment meets one of the following standards:
(I) the total assets involved in the transaction account for more than 5% 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;
(II) the net assets involved in the subject matter of the transaction (such as equity) account for more than 5% of the company’s latest audited net assets, and the absolute amount exceeds 5 million yuan. If the net assets involved in the transaction have both book value and assessed value, the higher one shall prevail;
(III) the relevant operating income of the transaction object (such as equity) in the latest fiscal year accounts for more than 5% of the audited operating income of the company in the latest fiscal year, and the absolute amount exceeds 5 million yuan;
(IV) the related net profit of the transaction object (such as equity) in the latest fiscal year accounts for more than 5% of the audited net profit of the company in the latest fiscal year, and the absolute amount exceeds 500000 yuan; (V) the transaction amount (including debts and expenses) of the transaction accounts for more than 5% of the company’s latest audited net assets, and the absolute amount exceeds 5 million yuan;
(VI) the profit generated from the transaction accounts for more than 5% of the audited net profit of the company in the latest fiscal year, and the absolute amount exceeds 500000 yuan.
If the data involved in the above index calculation is negative, take its absolute value for calculation.
Except for the securities investment that needs to be deliberated by the general meeting of shareholders and the board of directors of the company, it shall be deliberated and approved by the chairman of the board of directors.
Foreign investment (including entrusted financial management, investment in subsidiaries, etc.) that fails to meet the review of the chairman must be approved by the general manager of the company.
Article 11 the company has the right to examine and approve all foreign investments. The foreign investment of the company’s wholly-owned subsidiaries and holding subsidiaries shall be subject to the corresponding examination and approval procedures in accordance with the provisions of this system after discussion by the management of the wholly-owned subsidiaries and holding subsidiaries.
Article 12 when the general meeting of shareholders or the board of directors of the company makes a resolution on an investment matter, the shareholders or directors who have an interest in the investment matter shall withdraw from voting, and the withdrawal procedure shall be implemented in accordance with the articles of association and other relevant provisions.
Article 13 changes in the implementation plan of foreign investment projects shall be submitted to the general meeting of shareholders and the board of directors of the company for deliberation and approval in accordance with Articles 8 to 11 of the system.
Chapter III Organization and management of foreign investment
Article 14 the general meeting of shareholders, the board of directors, the chairman of the board of directors and the general manager of the company are the decision-making bodies for foreign investment, and each makes decisions on the company’s foreign investment within its scope of authority. Without authorization, any other department or individual of the company has no right to make decisions on foreign investment.
Article 15 the strategic development committee of the board of directors is a special working organization established for the board of directors of the company, which is responsible for coordinating, coordinating and organizing the analysis and research of foreign investment projects, providing suggestions for decision-making, and supervising the implementation progress of major investment projects. If any abnormality is found in the investment projects, it shall be reported to the board of directors of the company in time.
Article 16 the Department in charge of foreign investment management of the company is the main responsible person and undertaking unit for the implementation of foreign investment, which is specifically responsible for the information collection and investigation of investment projects, the preparation of project proposals and feasibility study reports, the application for project initiation, the tracking and supervision in the process of project implementation, and the daily management and supervision of the company’s long-term equity investment.
(I) the initial intention of foreign investment projects can be proposed by the functional departments of the company to the Department responsible for foreign investment management. After receiving the intention of investment project, the Department responsible for the management of foreign investment shall first take full account of the scale and scope of the company’s current business development, the industry of the foreign investment project, the expected investment income, investment risk, etc; Secondly, we should investigate the investment projects and collect relevant information; Finally, analyze and discuss the collected information, put forward investment suggestions, and report to the general manager of the company for project approval and filing.
(II) the general manager can organize and convene the general manager’s office meeting to comprehensively analyze and evaluate whether the project meets the company’s development strategy, whether the financial and economic indicators meet the requirements of investment return, and whether it is conducive to enhancing the company’s competitiveness. On this basis, the general manager can decide whether to approve the investment project. (III) after the project is approved, the Department in charge of foreign investment management is responsible for establishing an investment project evaluation team to evaluate the approved investment projects. Before deciding on foreign investment, the Department in charge of foreign investment management shall be responsible for feasibility demonstration. If necessary, an intermediary airport can be hired to conduct due diligence or a financial consultant can be hired to issue a financial consultant report.
(IV) after the preliminary approval of the project, the person in charge shall report to the general manager of the company for decision or to the chairman / board of directors / general meeting of shareholders.
Article 17 the board of supervisors and the internal audit department of the company shall supervise the investment projects according to their responsibilities and put forward corrective opinions on violations in time.
Article 18 the contents of supervision and inspection of external investment activities conducted by the internal audit department mainly include: (I) the establishment of Posts and personnel related to investment business. Focus on whether one person holds more than two incompatible positions at the same time.
(II) implementation of investment authorization and approval system. Focus on checking whether the authorization and approval procedures for foreign investment business are sound and whether there is ultra vires approval.
(III) legality of investment plan. Focus on checking whether there is illegal foreign investment.
(IV) custody of approval documents, contracts, agreements and other relevant legal documents for investment activities. (V) accounting of investment projects. Focus on checking whether the original vouchers are true, legal, accurate and complete, whether the accounting subjects are used correctly, and whether the accounting is accurate and complete.
(VI) use of investment funds. Focus on checking whether the funds are used according to the planned purpose and budget, and whether there is extravagance, waste, misappropriation and misappropriation of funds in the use process.
(VII) custody of investment assets. Focus on checking whether there are discrepancies between accounts and facts.
(VIII) investment disposal. Focus on checking whether the approval procedure for investment disposal is correct and whether the process is true and legal.
Article 19 the financial center of the company is responsible for the daily financial management of foreign investment. After the company’s foreign investment projects are determined, the financial center of the company is responsible for raising funds, cooperating with relevant parties to handle capital contribution procedures, industrial and commercial registration, tax registration, bank account opening and other work, and implement strict borrowing, approval and payment procedures.
The office shall be responsible for the disclosure of information in accordance with the provisions of the relevant laws and regulations such as the securities law of the people’s Republic of China and the securities law of the people’s Republic of China. Foreign investment
