Songcheng Performance Development Co.Ltd(300144)
Foreign investment management system
Chapter I General Provisions
Article 1 in order to regulate the foreign investment of Songcheng Performance Development Co.Ltd(300144) (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 interests of all investors, in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China and the Listing Rules of GEM stocks of Shenzhen Stock Exchange This system is formulated in accordance with the relevant provisions of laws, regulations and normative documents such as the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM, in combination with the Songcheng Performance Development Co.Ltd(300144) articles of association and its amendments (hereinafter referred to as the articles of association) and the actual situation of the company.
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. Foreign investment includes but is not limited to the following circumstances:
(I) equity investment in newly established enterprises solely invested or jointly invested with others;
(II) partial or total acquisition of other domestic and foreign economic entities associated with the company’s business;
(III) investment in capital increase, share expansion and equity acquisition of existing or newly invested enterprises;
(IV) acquisition of assets of other companies;
(V) stock and fund investment;
(VI) bonds, entrusted loans and other bond investments;
(VII) operating projects and asset investment of the company’s headquarters;
(VIII) other foreign investment matters stipulated in laws and regulations, normative documents and the articles of association. Article 3 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 4 this system is applicable to all foreign investment activities of the company and its holding subsidiaries (hereinafter referred to as subsidiaries, the same below).
Chapter II examination and approval authority for foreign investment
Article 5 the company’s foreign investment shall be subject to the level by level examination and approval system.
Article 6 the examination and approval of the company’s foreign investment shall be carried out in strict accordance with the company law, the Listing Rules of Shenzhen Stock Exchange, the relevant laws and regulations of China Securities Regulatory Commission, the articles of association, the rules of procedure of the board of directors and the rules of procedure of the general meeting of shareholders.
Article 7 examination and approval authority of foreign investment
(I) if the foreign investment meets one of the following standards, it shall be submitted to the general meeting of shareholders for approval after deliberation by the board of directors: 1. If the total assets involved in the transaction reach more than 50% of the company’s total assets audited in the latest period, and the total assets involved in the transaction have both book value and evaluation value, the higher one shall be taken as the calculation data;
2. The relevant operating income of the transaction object (such as equity) in the latest fiscal year reaches 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 reaches 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 reaches 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 reaches 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.
When the company purchases or sells 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. If the cumulative calculation reaches 30% of the total assets audited in the latest period, in addition to disclosure and audit or evaluation, 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.
(II) if the foreign investment meets one of the following standards, it shall be submitted to the board of directors for deliberation:
1. The total assets involved in the transaction account for more than 10% of the total assets of the listed company 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;
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 listed company in the latest fiscal year, and the absolute amount exceeds 10 million yuan;
3. 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 listed 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 latest audited net assets of the listed company, 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 listed 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.
(III) transactions that fail to meet the above standards to be submitted to the general meeting of shareholders and the board of directors for deliberation, or authorized by the board of directors, shall be decided by the president of the company.
(IV) 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.
(V) where laws, administrative regulations, departmental rules, normative documents or Shenzhen Stock Exchange have other provisions on the above matters, such provisions shall prevail.
Chapter III Organization of foreign investment management
Article 8 the general meeting of shareholders, the board of directors 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 9 the strategy committee of the board of directors is the special deliberative body of the board of directors of the company, which is responsible for coordinating, coordinating and organizing the analysis and research of foreign investment projects, and providing suggestions for decision-making.
Article 10 the president of the company, as the main person in charge of the implementation of foreign investment, shall collect, sort out and preliminarily evaluate the information of new investment projects through the securities investment department, put forward investment suggestions, etc., and shall report the investment progress to the board of directors in time, so as to facilitate the board of directors and the general meeting of shareholders to make investment decisions in time.
Article 11 the Securities Investment Department of the company is the project undertaking unit, which is specifically responsible for drafting the company’s annual investment plan and annual investment budget according to the company’s development strategy and submitting them to the company for hierarchical approval, and doing a good job in the preliminary evaluation, project establishment, implementation supervision and post evaluation of the investment projects proposed by the company’s shareholders, directors, senior managers, functional departments and other personnel.
Article 12 the Finance Department of the company is the financial management and Capital Guarantee Department of the company’s investment.
Be responsible for reviewing the company’s annual investment plan and annual investment budget, financing, accounting and financial management of investment projects, and inspecting and supervising the financial situation and budget and final settlement management of investment projects.
Article 13 for highly professional or large-scale investment projects, the preliminary work shall be completed by forming a special project feasibility investigation team.
Article 14 the securities investment department shall review and evaluate the project plan / analysis report, and decide to organize the implementation or report to the President / board of directors / general meeting of shareholders for approval.
Article 15 the legal adviser of the company is responsible for reviewing the legitimacy of the legal texts related to the investment project, reviewing the letter of intent, investment agreement, contract and the articles of association, and putting forward legal review opinions according to the countersignature procedure of the company’s contract.
Article 16 the audit department is the Department responsible for the supervision and audit of the company’s investment. Be responsible for reviewing the legality and compliance of investment projects in strict accordance with the company’s internal audit system, supervising the bidding of major engineering projects and auditing investment projects.
Chapter IV Management of foreign investment business
Article 17 procedures for the company’s foreign investment
（1） The Securities Investment Department of the company cooperates with the finance department to determine the investment purpose and investigate the investment environment.
（2） The Securities Investment Department of the company prepares the letter of intent (project initiation report) on the basis of full investigation and research. （3） The Securities Investment Department of the company shall prepare the feasibility study report of the investment project and submit it to the leader in charge and the president. （4） Handle the approval procedures according to the procedures specified in this system;
（5） The Securities Investment Department of the company is responsible for the implementation, operation and management of the project.
Article 18 once a foreign investment project is approved, it is not allowed to increase investment at will. If it is really necessary to increase investment, the letter of investment and the feasibility study report of the investment project must be resubmitted.
Article 19 management method of long-term equity investment
And the rate of return on investment, put forward the application for investment project establishment, and after being approved by the board of directors (or the general meeting of shareholders and the president of the company), the financial department will go through the investment payment procedures and handle the accounting treatment after checking and verifying according to the operation procedures of the company’s investment payment.
(II) according to the articles of association, each subsidiary shall not invest abroad without the approval or authorization of the company. If the subsidiary must invest abroad directly due to the needs of production and operation development, it shall comply with the relevant provisions of the articles of association. After being approved by the relevant decision-making level of the subsidiary, it shall be reported to the board of directors (or the general meeting of shareholders and the president) for decision-making and approval, and after performing information disclosure in accordance with the company’s external information disclosure procedures, Only subsidiaries can handle matters related to foreign investment.
Article 20 the Finance Department of the company is responsible for cooperating with the securities investment department and authorized personnel to invest cash, physical or intangible assets according to the investment contract or agreement. The physical objects to be put into use must go through the physical object handover procedures and be approved by the physical object using department and the management department.
Article 21 for major investment projects, experts or intermediaries can be hired to conduct review and feasibility analysis and demonstration.
Article 22 the Securities Investment Department of the company shall prepare and implement the investment construction and development plan according to the investment projects determined by the company, guide, supervise and control the implementation of the project, participate in the audit, final (intermediate) liquidation and handover of investment projects, and conduct investment evaluation and summary.
Article 23 the Securities Investment Department of the company is responsible for the whole process supervision, inspection and evaluation of the implementation and operation of investment projects. The quarterly report system is implemented for investment projects. The Securities Investment Department of the company shall compile quarterly statements on the progress of investment projects, the implementation and use of investment budget, the situation of all partners, business status, existing problems and suggestions, and timely report to the president and the board of directors of the company. During the implementation of investment and construction of the project, the investment budget can be reasonably adjusted according to the changes of the implementation. The adjustment of the investment budget needs to be approved by the original investment examination and approval authority. Article 24 the Audit Department of the company shall supervise the investment projects according to its responsibilities, put forward correction opinions on violations in time, put forward special reports on major problems, and submit them to the project investment approval authority for discussion and handling. Article 25 establish and improve the archives management system of investment projects. The Securities Investment Department of the company shall be responsible for sorting and archiving the archives from the pre selection of the project to the completion and handover of the project (including the suspension of the project).
Chapter V transfer and recovery of foreign investment
Article 26 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;
(V) the company considers that the investment purpose has been achieved or other necessary circumstances.
Article 27 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） The company considers that the investment purpose has been achieved or other necessary circumstances.
Article 28 the transfer of investment shall be handled in strict accordance with the company law and the articles of association. The disposal of foreign investment must comply with the relevant provisions of relevant laws and regulations of the state.
Article 29 the procedures and authorities for approving the disposal of foreign investment are the same as those for approving the implementation of foreign investment.
Article 30 the finance department shall carefully review the approval documents, meeting minutes, asset recovery list and other relevant materials related to the disposal of foreign investment, and timely carry out the accounting treatment of the disposal of foreign investment in accordance with the regulations to ensure the authenticity and legality of the disposal of assets. For the transfer of foreign investment, the centralized investment management department shall reasonably determine the transfer price and report it to the authorized approval department for approval; If necessary, a specialized agency with corresponding qualifications can be entrusted for evaluation. To write off foreign investment, legal documents and supporting documents that cannot recover the investment due to the bankruptcy of the invested unit shall be obtained.
The finance department is responsible for the supervision and review of investment recovery and transfer to prevent the loss of the company’s assets.
Chapter VI personnel management of foreign investment
Article 31 when the company invests abroad to establish 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 32 for a subsidiary established by foreign investment, the company shall send a chairman elected through legal procedures and corresponding operation and management personnel (including the chief financial officer) to play an important role in the operation and decision-making of the holding company.
Article 33 the selection of personnel dispatched for foreign investment shall be put forward by the president’s meeting and decided by the investment decision-making body.
Article 34 The dispatched personnel shall 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. Appointed by the company as an investor
