Chapter 1 General Principles
Article 1
To standardize the external investment activities of Shenzhen Boke New Materials Co., Ltd. (hereinafter referred to as "the Company"), improve investment efficiency, mitigate risks associated with investments, and effectively and reasonably utilize funds to maximize the time value of money, these measures are formulated in accordance with the Company Law of the People's Republic of China (hereinafter referred to as "the Company Law"), the Shenzhen Stock Exchange GEM Listing Rules, the Hong Kong Stock Exchange Listing Rules (hereinafter referred to as "the Hong Kong Listing Rules"), and other relevant national laws, regulations, and the Company's Articles of Association, combined with the actual situation of the Company.
Article 2
External investment as referred to in these measures means the Company's various forms of investment activities using a certain amount of monetary funds, equity, or assessed physical or intangible assets to obtain future returns.
Article 3
According to the duration of the investment, the Company's external investments are divided into short-term investments and long-term investments. Short-term investments mainly refer to investments that can be liquidated at any time and held for no more than one year (including one year), including various stocks, bonds, funds, etc.; long-term investments mainly refer to investments that cannot be liquidated at any time or are not intended to be liquidated for more than one year, including bond investments, equity investments, and other investments, including but not limited to the following types:
- Enterprises independently established by the Company or independently funded operating projects;
- Joint ventures or cooperative companies or development projects established with other independent legal entities, both domestic and foreign;
- Equity participation in other independent legal entities, both domestic and foreign;
- Leasing of operating assets, entrusted operations, or joint operations with others.
Article 4
The basic principles that investment management should follow: align with the Company's development strategy, reasonably allocate corporate resources, promote the optimization of factors, and create good economic benefits.
Article 5
These measures apply to all external investment activities of the Company and its wholly-owned subsidiaries and holding subsidiaries (hereinafter referred to as "subsidiaries").
Chapter 2 Approval Authority for External Investments
Article 6
The Company implements a professional management and hierarchical approval system for external investments. The approval of external investments shall be carried out in accordance with laws, regulations, departmental rules, normative documents, the securities regulatory rules of the Company's stock listing location, the Articles of Association, the rules of shareholder meetings, the rules of board meetings, the general manager's work rules, and the authority stipulated in these measures.
Article 7
If the Company's external investment reaches any of the following standards, it shall be submitted to the board of directors for review:
- The total assets involved in the transaction account for more than 10% of the Company's most recent audited total assets. If the total assets involved in the transaction have both book value and assessed value, the higher value shall be used for calculation;
- The transaction target (such as equity) related to the operating income in the most recent accounting year accounts for more than 10% of the Company's most recent audited operating income and exceeds 10 million yuan;
- The transaction target (such as equity) related to the net profit in the most recent accounting year accounts for more than 10% of the Company's most recent audited net profit and exceeds 1 million yuan;
- The transaction amount (including assumed debts and expenses) accounts for more than 10% of the Company's most recent audited net assets and exceeds 10 million yuan;
- The profit generated from the transaction accounts for more than 10% of the Company's most recent audited net profit and exceeds 1 million yuan;
- Transactions that must be approved by the board of directors according to the securities regulatory rules of the Company's stock listing location.