Guangdong Jushen Logistics Co., Ltd.
External Investment Management System
(Revision in April 2022)
Chapter 1 General Principles
Article 1 In order to standardize the external investment behavior of Guangdong Jushen Logistics Co., Ltd. (hereinafter referred to as "the Company" or "the Listed Company"), establish a standardized, effective, and scientific investment decision-making system and mechanism, reduce investment risks, improve investment efficiency, and protect the legitimate rights and interests of the Company, shareholders, and creditors, this system is formulated in accordance with the relevant provisions of the "Company Law of the People's Republic of China," "Securities Law of the People's Republic of China," "Stock Listing Rules of the Shenzhen Stock Exchange" (hereinafter referred to as "the Listing Rules"), "Guidelines for the Standardized Operation of Listed Companies on the Shenzhen Stock Exchange" (hereinafter referred to as "the Standardized Operation Guidelines"), and the "Articles of Association of Guangdong Jushen Logistics Co., Ltd." (hereinafter referred to as "the Articles of Association").
Article 2 The external investment referred to in this system means the behavior of the Company to invest a certain amount of monetary funds, equity, physical assets, intangible assets, and other available resources into other organizations or individuals, or to entrust other organizations or individuals to make investments for the purpose of obtaining future returns.
When investment matters involve related party transactions, they shall be executed in accordance with the Company's "Related Party Transaction Management System."
Article 3 The forms of external investment include but are not limited to: investments in securities, financial derivatives, equity, real estate, operating assets, new construction or expansion projects alone or in joint ventures or cooperation with others, as well as other long-term and short-term bonds, entrusted wealth management, entrusted loans, venture capital, etc.
Article 4 The basic principles that the Company's investment decision management should follow are:
(1) Comply with national laws and regulations;
(2) Align with national industrial policies and the Company's business objectives;
(3) Facilitate the systematic and effective allocation of resources and improve asset quality;
(4) Help prevent operational risks, increase investment returns, and protect shareholder rights;
(5) Contribute to the healthy and sustainable development of the Company, enhancing its core competitiveness and overall strength.
Article 5 This system applies to all external investment activities of the Company, wholly-owned subsidiaries, and holding subsidiaries.
Chapter 2 Organizational Structure for External Investment Management
Article 6 The Company's shareholders' meeting, board of directors, and general manager serve as the decision-making bodies for external investments, each making decisions on the Company's external investments within their respective authority.
Article 7 The Company's Securities Department is the management body for external investments, responsible for coordinating and organizing the analysis and research of external investment projects, providing recommendations for decision-making, and evaluating the benefits of external investment projects, raising funds, and handling related procedures.
Article 8 The Securities Department is responsible for organizing relevant departments or personnel to analyze and validate investment projects and investigate or conduct on-site inspections of the creditworthiness of the invested units, and to prepare external investment proposals. If there are other investors in the external investment project, the creditworthiness of those investors should be understood or investigated as appropriate.
Article 9 The general manager of the Company is the main person responsible for the implementation of external investments, responsible for planning, organizing, and monitoring the implementation of new projects, and should report the investment progress to the board of directors in a timely manner, proposing adjustment recommendations, etc., to facilitate the board of directors and shareholders' meeting to make timely revisions to the investments.
Article 10 The audit committee of the board of directors is responsible for auditing and supervising external investments, with specific operational procedures referring to the relevant provisions established by the Company.
Chapter 3 Approval Authority for External Investments
Article 11 The Company implements a hierarchical approval system for external investments. The shareholders' meeting, board of directors, and general manager make decisions on the Company's external investments according to the authority specified in this system.
(1) Authority of the Shareholders' Meeting
If the external investment made by the Company reaches any of the following standards, it shall be submitted to the shareholders' meeting for review after being approved by the board of directors:
- The total assets involved in the transaction account for more than 50% of the Company's most recent audited total assets; if the total assets involved in the transaction have both book value and appraisal value, the higher one shall be used for calculation.
- The transaction target (such as equity) accounts for more than 50% of the Company's audited main business income in the most recent accounting year, and the absolute amount exceeds RMB 50 million;
- The transaction target (such as equity) accounts for more than 50% of the Company's audited net profit in the most recent accounting year, and the absolute amount exceeds RMB 5 million;
- The transaction amount (including assumed debts and expenses) accounts for more than 50% of the Company's most recent audited net assets, and the absolute amount exceeds RMB 50 million;
- The profit generated from the transaction accounts for more than 50% of the Company's audited net profit in the most recent accounting year, and the absolute amount exceeds RMB 500,000;
- The Company intends to engage in a related party transaction with a monetary amount exceeding RMB 30 million, which accounts for more than 5% of the Company's most recent audited net assets (excluding cash asset gifts and guarantees), and must hire intermediaries qualified in securities and futures-related businesses to evaluate the transaction target.