Guangdong Enpack Packaging Co.Ltd(002846)
Guangdong Enpack Packaging CO., LTD
Measures for the administration of major transactions
Shantou, Guangdong
April, 2002
catalogue
Chapter I General Provisions 1 Chapter II approval and decision-making authority Chapter III approval and decision-making procedures Chapter IV information disclosure 5 chapter V Supplementary Provisions five
Guangdong Enpack Packaging Co.Ltd(002846)
Measures for the administration of major transactions
Chapter I General Provisions
Article 1 in order to regulate the major transactions of Guangdong Enpack Packaging Co.Ltd(002846) (hereinafter referred to as “the company”) that are not directly related to daily business activities, strengthen the management of such major transactions of the company and ensure the sustainable and healthy development of the company, in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the Guangdong Enpack Packaging Co.Ltd(002846) articles of Association (hereinafter referred to as “the articles of association”) and other relevant laws These measures are formulated in accordance with the provisions of laws, regulations and normative documents.
Article 2 the major transactions mentioned in these Measures refer to the following transactions whose transaction amount reaches or exceeds the standards specified in these measures, the articles of association or relevant laws and regulations:
(I) purchase of assets;
(II) sale of assets;
(III) foreign investment (including entrusted financial management, investment in subsidiaries, etc.);
(IV) provide financial assistance (including entrusted loans);
(V) provide guarantee (including guarantee for holding subsidiaries);
(VI) assets leased in or leased out;
(VII) entrusted or entrusted management of assets and businesses;
(VIII) donated or donated assets;
(IX) reorganization of creditor’s rights or debts;
(x) transfer or transfer of R & D projects;
（11） Sign the license agreement;
（12） Waiver of rights (including waiver of preemptive right, preemptive right to subscribe capital contribution, etc.);
（13） Other transactions recognized by Shenzhen Stock Exchange.
The above purchased and sold assets do not include the purchase of raw materials, fuel and power, as well as the sale of products, commodities and other assets related to daily operation, but the purchase and sale of such assets involved in asset replacement are still included. Chapter II approval and decision-making authority
Article 3 if the transactions (except the donated cash assets) of the company meet one of the following standards, they constitute the first type of major transactions, which shall be approved by the general meeting of shareholders:
(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 net assets involved in the subject matter of the transaction (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;
(III) 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; (IV) the related net profit of the transaction object (such as equity) in the latest accounting year accounts for more than 50% of the audited net profit of the company in the latest accounting year, and the absolute amount exceeds 5 million yuan;
(V) 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;
(VI) 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 amount involved in the above index calculation is negative, its absolute value shall be taken for calculation; The cumulative amount involved is calculated by taking the sum of the absolute values of each data amount. If the relevant transaction has fulfilled the deliberation procedures of the board of directors or the general meeting of shareholders, it will not be included in the scope of relevant cumulative amount.
Article 4 if the transactions of the company meet one of the following standards, they constitute class II major transactions, which shall be examined and approved by the board of directors:
(I) 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 evaluated value, the higher one shall be taken as the calculation data;
(II) the net assets involved in the subject matter of the transaction (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;
(III) the relevant operating income of the transaction object 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 RMB 10 million;
(IV) the related net profit of the transaction object 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 RMB 1 million;
(V) 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 RMB 10 million;
(VI) 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 RMB 1 million.
If the data involved in the above indicators is negative, the absolute value shall be taken for calculation.
Article 5 a transaction of the company that meets one of the following criteria shall constitute a class III major transaction, which shall be examined and approved by the chairman of the board of directors:
1. The total assets involved in the transaction account for less 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;
2. The net assets involved in the subject matter of the transaction (such as equity) account for less than 10% of the company’s latest audited net assets, and the absolute amount does not exceed 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 revenue of the transaction object in the latest fiscal year accounts for less than 10% of the audited operating revenue of the company in the latest fiscal year, or the absolute amount does not exceed RMB 10 million;
4. The relevant net profit of the transaction object in the latest fiscal year accounts for less than 10% of the audited net profit of the company in the latest fiscal year, or the absolute amount does not exceed RMB 1 million;
5. The transaction amount (including debts and expenses) of the transaction accounts for less than 10% of the company’s latest audited net assets, or the absolute amount does not exceed RMB 10 million;
6. The profit generated from the transaction accounts for less than 10% of the audited net profit of the company in the latest fiscal year, or the absolute amount does not exceed RMB 1 million.
If the data involved in the above indicators is negative, the absolute value shall be taken for calculation.
Article 6 if the transaction of the company fails to meet the standards specified in Article 3, Article 4 or Article 5, it does not constitute a major transaction, which shall be decided by the general manager.
Article 7 if the data involved in the indicators referred to in Articles 3 to 5 are negative, the absolute value shall be taken for calculation. Article 8 when purchasing or selling assets, the company shall take the higher of the total assets and the transaction amount as the calculation standard, and calculate it cumulatively 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, it 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 assets purchased or sold within 12 consecutive months account for less than 30% of the total audited assets of the company in the latest period, it shall be approved by the board of directors.
Those who have fulfilled the deliberation procedures of special resolutions of the general meeting of shareholders in accordance with paragraph 1 shall not be included in the cumulative calculation scope specified in paragraphs 1 and 2.
Those who have fulfilled the deliberation procedures of the board of directors in accordance with paragraph 2 shall not be included in the cumulative calculation scope specified in paragraph 2, but shall still be included in the cumulative calculation scope specified in paragraph 1.
Article 9 if the subject matter of the transaction is equity, and the purchase or sale of the equity will lead to changes in the scope of the company’s consolidated statements, all the total assets and operating income of the company corresponding to the equity 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 Articles 3, 4 and 5.
Chapter III approval and decision-making procedures
Article 10 shareholders, directors, senior managers, functional departments and other personnel of the company can put forward suggestions on major transactions.
Article 11 the financial department of the company is the Department that accepts major transaction suggestions.
Article 12 suggestions on major transactions shall be submitted in writing and shall include the following main contents: (1) the status of the underlying assets;
（2） The necessity and feasibility of major transactions;
（3） Agreements or letters of intent related to the transaction;
（4） Government approvals involved in the transaction (if applicable);
（5） Professional reports issued by intermediaries (if applicable);
（6） The impact of major transactions on the company’s profitability.
Article 13 the finance department shall, after preliminary review and sorting out the major transaction suggestions received, timely notify the chairman of the company and the Secretary of the board of directors.
Article 14 the company shall make decisions on major transactions in accordance with the authority specified in these measures. For major transactions approved by the chairman, the chairman or his authorized person shall sign relevant contracts, agreements and other legal documents on behalf of the company, and report to the board of directors at the next meeting of the board of directors. Major transactions approved by the board of directors can be implemented only after being deliberated and approved by the board of directors. Major transactions beyond the approval authority of the board of directors shall be submitted to the general meeting of shareholders for deliberation after being deliberated by the board of directors.
Article 15 major transactions meet the authority standards of the general meeting of shareholders. If the subject matter of major transactions is equity, the company shall hire an accounting firm qualified to perform securities and futures related business to audit the financial and accounting report of the subject matter of the transaction in the latest year and another period. The deadline for audit shall not exceed six months from the date of signing the agreement; If the subject matter of the transaction is other non cash assets other than equity, the company shall employ an asset appraisal firm with relevant business qualifications to conduct the appraisal, and the benchmark date shall not exceed one year from the signing date of the agreement.
Although the major transactions after the listing of the company do not meet the standards of the authority of the general meeting of shareholders, but the Shenzhen Stock Exchange deems it necessary, the company shall also hire relevant accounting firms or asset evaluation firms to audit or evaluate in accordance with the provisions of the preceding paragraph.
Chapter IV information disclosure
Article 16 after listing, the company shall perform the obligation of information disclosure on the key transactions specified in these measures in accordance with these measures, laws and regulations and the provisions of Shenzhen Stock Exchange.
Chapter V supplementary provisions
Article 17 the terms “above”, “within” and “below” in these measures include this number; “Less than”, “less than”, “beyond”, “less than” and “more than” do not include this number.
Article 18 the board of directors of the company shall be responsible for the interpretation of these measures.
Article 19 These Measures shall come into force from the date when the general meeting of shareholders of the company adopts an ordinary resolution, and the same shall apply when amending.
