Beijing Quanshi World Online Network Information Co.Ltd(002995)
Foreign investment management system
April, 2002
catalogue
Chapter I General Provisions Chapter II approval authority of foreign investment Chapter III Organization of Foreign Investment Management Chapter IV decision making procedures and control of foreign investment Chapter V follow up daily management of foreign investment Chapter VI transfer and recovery of foreign investment Chapter VII report and information disclosure of foreign investment 10 Chapter VIII Supplementary Provisions eleven
Beijing Quanshi World Online Network Information Co.Ltd(002995)
Foreign investment management system
Chapter I General Provisions
Article 1 in order to regulate the outward investment of Beijing Quanshi World Online Network Information Co.Ltd(002995) (hereinafter referred to as the "company"), prevent investment risks and improve the efficiency of outward investment, in accordance with the company law of the people's Republic of China (hereinafter referred to as the "company law"), the Securities Law of the people's Republic of China (hereinafter referred to as the "Securities Law") and the stock listing rules of Shenzhen Stock Exchange (hereinafter referred to as the "Listing Rules") 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. 1 - standardized operation of listed companies on the main board (hereinafter referred to as the "guidelines for standardized operation"), and in combination with the company systems such as Beijing Quanshi World Online Network Information Co.Ltd(002995) 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 company's investment activities in various forms, including but not limited to investment in newly established wholly-owned or holding subsidiaries, additional investment in holding or joint-stock enterprises, in order to obtain future income by using a certain amount of monetary funds, equity, evaluated physical or intangible assets or other assets that can be used as capital contribution according to laws, regulations and normative documents Carry out joint operation, joint venture, merger or equity acquisition, entrusted financial management, securities investment, etc. with other units.
Article 3 the company's foreign investment must comply with relevant national regulations and industrial policies, comply with the company's development strategy, enhance the company's competitiveness, reasonably allocate enterprise resources, create good economic benefits and promote the sustainable development of the company.
Article 4 this system is applicable to all foreign investment activities of the company and its wholly-owned subsidiaries and holding subsidiaries (hereinafter referred to as "subsidiaries").
Chapter II examination and approval authority for foreign investment
Article 5 the approval of the company's foreign investment shall be carried out in strict accordance with the company law and other relevant laws and regulations, as well as the authority specified in the articles of association, rules of procedure of the general meeting of shareholders, rules of procedure of the board of directors and working rules of the general manager. The general meeting of shareholders, the board of directors and the general manager's office meeting of the company are the decision-making bodies of the company's foreign investment, and each makes decisions on the company's foreign investment according to law within its scope of authority.
Article 6 the approval authority of the company's foreign investment is divided as follows:
(I) if the transaction of the company meets one of the following standards, it shall be reviewed and approved by the board of directors and disclosed in time before being submitted to the general meeting of shareholders for approval:
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 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;
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 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;
5. 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;
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 the absolute value for calculation.
(II) if the transaction of the company meets one of the following standards, it shall be reviewed 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 prevail;
2. 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;
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 1 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 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) foreign investment matters that do not meet the above scope of authority shall be examined and approved by the general manager's office of the company and reported to the board of directors for the record:
The transactions specified in this article are those defined in article 6.1.1 of the Listing Rules of Shenzhen Stock Exchange. It does not include the purchase of raw materials, fuel and power related to daily operation, the acceptance of labor services, the sale of products, commodities, the provision of labor services, project contracting, and other transactions related to the daily operation of the company. However, if the transactions mentioned in the preceding paragraph are involved in the asset replacement, the provisions of Article 6 of this article shall still apply.
Where external guarantees, financial assistance and related transactions are involved, the articles of association and the company's decision-making system for external guarantees, financial assistance and related transactions shall be followed.
Article 7 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 Article 6 of the system, but the obligation of information disclosure shall still be performed in accordance with relevant 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 criteria of item 4 or item 6 of paragraph (I) of Article 6 of these rules, and the absolute value of the company's earnings per share in the latest fiscal year is less than 0.05 yuan.
Article 8 if the standard specified in Article 6 of this system is met and the subject matter of the transaction is the equity of the company, the audited financial and accounting report of the subject asset in the latest year shall be disclosed. The audit opinion issued by the accounting firm shall be unqualified, and the audit base date shall not exceed six months from the date of the shareholders' meeting to consider relevant transactions; If the subject matter of the transaction is other assets other than the equity of the company, the appraisal report of the subject assets issued by the asset appraisal 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.
If the transactions of the company meet the standards of paragraphs (I) and (II) of Article 6 of this system, and the counterparty takes non cash assets as transaction consideration or offsets the company's debts, it shall disclose the audit report or evaluation report of the assets involved that meet the requirements of paragraph 1 of this article. If the relevant transaction does not need to be submitted to the general meeting of shareholders for deliberation, the time from the audit base date or evaluation base date to the convening date of the board of directors or the announcement date of relevant matters shall not exceed the time limit required in paragraph 1.
For transactions that fail to meet the standards specified in paragraph (I) of Article 6 of these rules, the CSRC and Shenzhen Stock Exchange may, in accordance with the principle of prudence, require the company to disclose the audit report or evaluation report of the assets involved that meet the requirements of paragraph 1 of this article.
Article 9 Where a listed company purchases or sells its equity, it shall calculate the relevant financial indicators according to the change proportion of the equity held by the company, and the provisions of Article 6 of these Rules shall apply.
Where the transaction results in a change in the scope of the consolidated statements of a listed company, the provisions of Article 6 of these Rules shall apply to the relevant financial indicators of the target company corresponding to the equity.
Article 10 when the company purchases or sells assets, the higher of the total assets and the transaction amount shall prevail, and the cumulative calculation shall be made within 12 consecutive months according to the type of transaction. If the cumulative calculation amount exceeds 30% of the company's latest audited total assets, the company shall timely disclose the relevant transaction matters and the audit report or evaluation report of the transaction subject matter that meets the requirements of Article 6 of this system, 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.
Those who have fulfilled relevant obligations in accordance with Article 6 (I) and (II) shall not be included in the relevant cumulative calculation scope.
Article 11 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.
Article 12 the foreign investment of the company's subsidiaries must be carefully considered and approved by the board of directors or the shareholders' meeting of the subsidiaries, and the plans and relevant materials shall be submitted to the company to perform relevant procedures and approved before implementation. The subsidiaries shall not make decisions on their foreign investment on their own.
Article 13 securities investment and derivatives trading
(I) where the company engages in securities investment and derivatives trading, the provisions of this article shall apply, except under the following circumstances:
1. Securities investment and derivatives trading as the main business of the company or its holding subsidiaries;
2. Fixed income investment or commitment to break even investment;
3. Participate in the allotment of shares or exercise the preemptive right of other companies;
4. Purchase more than 10% of the total share capital of other companies and plan to hold securities investment for more than three years; 5. Investments made before the company's initial public offering and listing.
The securities investment mentioned in this article includes the placement or subscription of new shares, securities repurchase, stock and depositary receipts investment, bond investment and other investment activities recognized by Shenzhen Stock Exchange.
Derivatives trading refers to the trading of forward, futures, swaps (swaps), options and other products or financial instruments with mixed characteristics of the above products. The underlying assets of derivatives can be either securities, indexes, interest rates, exchange rates, currencies, commodities and other targets, or a combination of the above targets.
(II) if the listed company is difficult to fulfill the review procedures and disclosure obligations for each securities investment due to the transaction frequency and timeliness requirements, it can reasonably predict the scope, amount and period of securities investment in the next 12 months. If the amount of securities investment accounts for more than 10% of the company's latest audited net assets and the absolute amount exceeds RMB 1.000, It shall be deliberated and approved by the board of directors before investment and fulfill the obligation of information disclosure in time. If the amount of securities investment accounts for more than 50% of the company's latest audited net assets and the absolute amount exceeds 5000 yuan, it shall also be submitted to the general meeting of shareholders for deliberation.
The service life of the relevant limit shall not exceed 12 months, and the transaction amount at any point in the period (including the relevant amount of reinvestment of the income of the above investment) shall not exceed the securities investment limit.
For securities investment between the company and its related parties, the amount of securities investment shall also be taken as the calculation standard, and the relevant provisions of the Listing Rules on related party transactions shall apply..
Article 14 entrusted financial management
(I) entrusted financial management refers to the behavior that the company entrusts banks, trusts, securities, funds, futures, insurance asset management institutions, financial asset investment companies, private fund managers and other professional financial management institutions to invest and manage their properties or purchase relevant financial products.
(II) if the company is difficult to fulfill the review procedures and disclosure obligations for each entrusted financial management due to transaction frequency and timeliness requirements, it can reasonably predict the scope, amount and duration of entrusted financial management in the next 12 months. If the amount of entrusted financial management accounts for more than 10% of the company's latest audited net assets and the absolute amount exceeds 10 million yuan, It shall be deliberated and approved by the board of directors before investment and fulfill the obligation of information disclosure in time. If the amount of entrusted financial management accounts for more than 50% of the company's latest audited net assets and the absolute amount exceeds 50 million yuan, it shall also be submitted to the general meeting of shareholders for deliberation.
The service life of the relevant limit shall not exceed 12 months, and the transaction amount at any point in the period (including the relevant amount of reinvestment of the income of the above investment) shall not exceed the entrusted financial management limit.
In case of entrusted financial management between the company and related parties, the amount of entrusted financial management shall also be taken as the calculation standard, and the relevant provisions of related party transactions in the Listing Rules of the company shall apply.
Article 15 the joint investment between the company and professional investment institutions, regardless of the amount of participation, shall be disclosed in time, and the corresponding review procedures shall be performed according to Article 6 of the system based on the maximum loss they bear. If it constitutes a connected transaction, the review procedures of connected transactions shall also be performed.
The "maximum amount of loss" mentioned in the preceding paragraph shall be the higher of the total amount of investment that the company may lose due to this investment, the amount of loss that may be caused by share rights and interests or other liabilities.
Chapter III Organization of foreign investment management
Article 16 for investment projects that need to be decided by the board of directors and the general meeting of shareholders, the general manager shall submit the corresponding investment plan to the board of directors. After the board of directors deliberates and approves the relevant investment projects, if they need to be submitted to the general meeting of shareholders for deliberation, the relevant investment projects shall be submitted to the general meeting of shareholders for deliberation.
Article 17 the board of directors is the leading body, which is responsible for overall planning, coordinating and organizing the analysis and research of foreign investment projects, and providing suggestions for decision-making;
