Linewell Software Co.Ltd(603636)
Investment and financing management system
Adopted at the 2014 annual general meeting of shareholders on June 29, 2015
Revised for the first time at the second extraordinary general meeting of shareholders in 2018 on September 25, 2018
May 18, 2022 second revision of 2021 annual general meeting of shareholders
Quanzhou, China
May, 2002
catalogue
Chapter I General Provisions Chapter II investment decision-making authority Chapter III Investment Management Chapter IV Implementation and supervision of investment Chapter V financing decision-making authority Chapter VI financing management Chapter VII implementation and supervision of financing 9 Chapter VIII Supplementary Provisions ten
Linewell Software Co.Ltd(603636)
Investment and financing management system
Chapter I General Provisions
Article 1 in order to regulate the investment and financing activities of Linewell Software Co.Ltd(603636) (hereinafter referred to as “the company”), strengthen the company’s internal control, prevent investment and financing risks, ensure the safety of investment and financing funds, improve economic benefits and safeguard the interests of the company’s investors, in accordance with the company law of the people’s Republic of China, the stock listing rules of Shanghai Stock Exchange and other laws and regulations This management system is formulated in accordance with the relevant provisions of normative documents and Linewell Software Co.Ltd(603636) articles of Association (hereinafter referred to as the “articles of association”) and in combination with the actual situation of the company.
Article 2 this management system is applicable to all investment and financing activities of the company, its holding subsidiaries (hereinafter referred to as “subsidiaries”) and branches.
Article 3 the term “investment” as mentioned in this system refers to the following investment activities conducted by the company at home and abroad in various forms for the purpose of making profits or maintaining and increasing value, including:
(I) wholly owned or jointly invested with others to establish companies and other economic entities;
(II) purchasing, selling or replacing physical assets or other assets;
(III) new foreign equity investment (such as capital increase and share expansion, equity acquisition);
(IV) stocks, funds, bonds, entrusted loans, entrusted financial management or derivative investment;
(V) investment in research and development projects;
(VI) issuing loans to foreign countries;
(VII) other investment matters.
Article 4 the term “financing” as mentioned in this system refers to the company’s behavior of raising funds in certain ways and from certain channels according to the needs of future business development, including equity financing and debt financing.
Equity financing refers to the financing of increasing equity capital after the end of financing, including the issuance of shares, allotment of shares, convertible corporate bonds, etc; Debt financing refers to the financing that increases liabilities after the end of financing, including loans to banks or non bank financial institutions, issuance of bonds, financial leasing, bill financing, issuance of letter of guarantee, etc.
Chapter II investment decision-making authority
Article 5 if the company’s investment projects (except government social capital cooperation projects, EPC projects and EPC + F projects related to daily operation) meet one of the following standards, the company shall not only disclose them in time, but also submit them to the board of directors for deliberation:
(I) the total assets involved in the transaction (if there are both book value and evaluation value, whichever is higher) account for more than 10% of the company’s total assets audited in the latest period;
(II) the net assets involved in the subject matter of the transaction (such as equity) (if there are both book value and evaluation value, whichever is higher) account for more than 10% of the latest audited net assets of the listed company, and the absolute amount exceeds 10 million yuan;
(III) the amount of the company’s net assets, including the amount of the company’s absolute liabilities and the amount of the company’s net assets that have been audited for more than RMB 10 million in the most recent period, accounts for more than 10 million;
(IV) 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;
(V) 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;
(VI) 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 company in the latest fiscal year, and the absolute amount exceeds 1 million yuan.
If the data involved in the above indicators is negative, the absolute value shall be taken for calculation.
Article 6 if the government and social capital cooperation projects, EPC projects and EPC + F projects related to daily operation of the company meet one of the following standards, the company shall not only disclose them in time, but also submit them to the board of directors for deliberation:
(I) the transaction amount involved in the transaction accounts for more than 30% of the company’s total assets audited in the latest period; (II) the transaction amount involved in the transaction accounts for more than 30% of the company’s latest audited net assets.
Article 7 where the company’s investment project meets one of the following standards, the company shall not only disclose it in time, but also submit it to the general meeting of shareholders for deliberation:
(I) the total assets involved in the transaction (if there are both book value and evaluation value, whichever is higher) account for more than 50% of the company’s total assets audited in the latest period;
(II) the net assets involved in the subject matter of the transaction (such as equity) (if there are both book value and evaluation value, whichever is higher) account for more than 50% of the latest audited net assets of the listed company, and the absolute amount exceeds 50 million yuan;
(III) 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;
(IV) 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;
(V) 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;
(VI) 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 5 million yuan.
If the data involved in the above index calculation is negative, take its absolute value for calculation.
Article 8 if the company’s investment projects (except investment in other enterprises) fail to meet the standards in Article 5, and the company’s government and social capital cooperation projects, EPC projects and EPC + F projects related to daily operation fail to meet the standards in Article 6, the board of directors shall authorize the general manager to make a decision.
Article 9 if the company’s investment projects in other enterprises meet one of the following standards, but fail to meet the standards in Article 5, the board of directors shall authorize the general manager to make a decision; If any of the following criteria is exceeded, it shall be submitted to the board of directors or the general meeting of shareholders for deliberation:
(I) the total assets involved in the transaction (if there are both book value and evaluation value, whichever is higher) are less than 5% of the company’s total assets audited in the latest period;
(II) the net assets involved in the subject matter of the transaction (such as equity) (if there are both book value and evaluation value, whichever is higher) are less than 10% of the latest audited net assets of the listed company, or the absolute amount is less than 10 million yuan;
(II) the transaction amount of the transaction (including the debts and expenses undertaken) is less than 5% of the company’s latest audited net assets;
(III) the profit generated from the transaction is less than 10% of the audited net profit of the company in the latest fiscal year, or the absolute amount is less than 1 million yuan;
(IV) the relevant operating income of the transaction object (such as equity) in the latest fiscal year is less than 10% of the audited operating income of the company in the latest fiscal year, or the absolute amount is less than 10 million yuan;
(V) the related net profit of the transaction object (such as equity) in the latest fiscal year is less than 10% of the audited net profit of the company in the latest fiscal year, or the absolute amount is less than 1 million yuan;
If the data involved in the above indicators is negative, the absolute value shall be taken for calculation.
Article 10 if the subject matter of an investment project transaction is equity, and the purchase or sale 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 equity shall be regarded as the total assets involved in the transactions mentioned in Articles 5 and 7 of this system and the operating income related to the subject matter of the transaction.
Article 11 if the transactions of the company only meet the standards of item (III) or item (V) of Article 7 of the system, 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 be exempted from the provisions of Article 7 submitted to the general meeting of shareholders for deliberation, but shall perform the obligation of information disclosure in accordance with the provisions. Article 12 for a transaction that meets the standards specified in Article 7 of this system, if the subject matter of the transaction is equity, the 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 audit opinion issued by the accounting firm shall be a standard unqualified opinion. The audit deadline shall not exceed six months from the date of the shareholders’ meeting to consider the transaction; If the subject matter of the transaction is other 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 Article 7 of this system, if necessary, the company shall also provide audit or evaluation reports of relevant accounting firms or asset evaluation firms in accordance with the provisions of the preceding paragraph.
Article 13 Where the company invests and establishes a company with foreign investment and can fully pay the capital contribution in installments in accordance with the relevant provisions of the company law, the provisions of Articles 5 and 7 of this system shall apply based on the total capital contribution agreed in the agreement.
Article 14 in case of entrusted financial management, entrusted loans, derivative investment or financial assistance, the company shall take the amount as the calculation standard and calculate it cumulatively within 12 consecutive months according to the transaction type. If the standards in Articles 5 and 7 of this system are met through cumulative calculation, the provisions in Articles 5 and 7 shall apply.
If the relevant procedures have been performed in accordance with Articles 5 and 7, they will not be included in the relevant cumulative calculation scope.
Article 15 when the transaction object of the company’s investment project is an asset, regardless of whether the transaction object is related or not, if the total amount of assets or transaction amount involved exceeds 30% of the company’s latest audited total assets within 12 consecutive months, in addition to the audit or evaluation with reference to the provisions of Article 12 of this system, 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 procedures have been performed in accordance with Articles 5 and 7, they will not be included in the relevant cumulative calculation scope.
Article 16 the provisions of Articles 5, 6 and 7 of this system shall apply to all transactions related to the subscript of the same investment project transaction category within 12 months. If the relevant procedures have been performed in accordance with Articles 5, 6 and 7, they will not be included in the relevant cumulative calculation scope.
Article 17 Where a company invests in securities or derivative products, it shall formulate strict decision-making procedures, reporting systems and monitoring measures in accordance with relevant regulations, and determine the investment scale and period according to the company’s risk tolerance.
Chapter III Management of investment
Article 18 the internal control of the company’s investment shall follow the principles of legality, prudence, safety and effectiveness, control investment risks and pay attention to investment benefits.
Article 19 although the company’s investment project fails to meet the standards specified in Articles 5 and 6 of the system, the general manager’s office meeting may submit the investment to the board of directors for deliberation when it deems it important or necessary. When considering investment matters, the directors shall carefully analyze the investment prospects, pay full attention to investment risks and corresponding countermeasures.
Article 20 the general manager of the company, as the main person in charge of the implementation of investment projects, is responsible for the preliminary evaluation of new investment projects, putting 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 21 the capital center of the company is the project management department, which shall form a project team according to the nature and specific conditions of the investment project and submit it to the general manager’s office meeting for approval. The project team is specifically responsible for the information collection of the investment project, the preparation of project proposal and feasibility study report, project application and approval, project organization and implementation, project coordination and supervision, project follow-up evaluation, etc.
Article 22 the Finance Department of the company is responsible for the daily financial management of investment projects. After the company’s investment projects are determined, the finance department is responsible for raising funds, cooperating with the administration department to go through the capital contribution procedures, industrial and commercial registration, tax registration, bank account opening and other relevant procedures, and implement strict borrowing, approval and payment procedures.
Article 23 the Audit Department of the company shall focus on the integrity and rationality of the internal control system related to investment matters and the effectiveness of its implementation.
Article 24 the capital center of the company shall be responsible for the drafting and review of legal documents such as investment project agreements, contracts and important relevant letters, and the legal counsel of the company shall assist in the review when necessary.
Article 25 for highly professional or large-scale investment projects, a special project feasibility investigation team shall be formed to complete the preliminary work.
Article 26 other departments of the company shall participate in, assist and cooperate with the company’s investment work according to their functions. Article 27 the board of directors of the company shall regularly understand the implementation progress and investment benefits of major investment projects. In case of failure to invest as planned, failure to realize the expected income of the project, loss of investment, etc., the board of directors of the company shall find out the reasons and investigate the responsibilities of relevant personnel.
Chapter IV Implementation and supervision of investment
Article 28 the investment projects of the company shall be implemented and handled according to the following procedures:
(I) the capital center organizes Market Research and economic analysis on the proposed project, forms a feasibility report, and analyzes and demonstrates the feasibility of the project.
(II) the capital center shall submit the feasibility report to the general manager’s office meeting of the company for deliberation.
(III) the feasibility report shall be reviewed by the general manager’s office meeting
