Chapter 1 General Principles
Article 1
To standardize the external investment decision-making process of Guangdong Tosida Technology Co., Ltd. (hereinafter referred to as "the Company"), ensure scientific, standardized, and transparent decision-making, improve the efficiency of the Company's capital operations, and protect the interests of the Company and its shareholders, this system is formulated in accordance with the "Company Law of the People's Republic of China," the "Shenzhen Stock Exchange GEM Listing Rules" (hereinafter referred to as "GEM Listing Rules"), the "Self-Regulatory Guidelines for Listed Companies on the Shenzhen Stock Exchange No. 2 - Standardized Operations of GEM Listed Companies" (hereinafter referred to as "Standardized Operations of GEM Listed Companies"), the "Securities Listing Rules of the Hong Kong Stock Exchange," and other laws, regulations, normative documents, and the Company's Articles of Association (hereinafter referred to as "the Articles").
Article 2
External investment referred to in this system means the Company's various forms of investment activities using a certain amount of monetary funds, equity, and physical or intangible assets to obtain future returns. This system applies to the Company's actions that result in an increase or decrease in external investment assets through acquisition, sale, or other means.
Article 3
The investment activities of wholly-owned subsidiaries and controlling subsidiaries (hereinafter referred to as "subsidiaries") are subject to this system. Subsidiaries shall promptly notify the Company to fulfill relevant information disclosure obligations after resolutions are made by their boards of directors or shareholders' meetings. If the investment activities of the Company's equity investees may significantly affect the trading prices of the Company's stocks and their derivatives, the Company shall fulfill information disclosure obligations in accordance with this system.
Chapter 2 Decision-Making Procedures and Disclosure Obligations
Article 4
If the Company's investment activities meet any of the following standards, they must be reviewed and approved by the shareholders' meeting and disclosed in a timely manner:
- The total asset amount involved in the transaction (using the higher of book value and appraisal value) accounts for more than 50% of the Company's most recent audited total assets;
- The transaction target (such as equity) accounts for more than 50% of the Company's most recent audited operating income for the relevant fiscal year, with an absolute amount exceeding 50 million RMB;
- The transaction target (such as equity) accounts for more than 50% of the Company's most recent audited net profit for the relevant fiscal year, with an absolute amount exceeding 5 million RMB;
- The transaction amount (including assumed debts and expenses) accounts for more than 50% of the Company's most recent audited net assets, with an absolute amount exceeding 50 million RMB;
- The profit generated from the transaction accounts for more than 50% of the Company's most recent audited net profit, with an absolute amount exceeding 5 million RMB.
Data involved in the above indicators that are negative shall be calculated using their absolute values.