Beijing Haitian Ruisheng Science Technology Ltd(688787)
Measures for the administration of foreign investment
Chapter I General Provisions
Article 1 in order to regulate Beijing Haitian Ruisheng Science Technology Ltd(688787) (hereinafter referred to as "the company"), strengthen the management of the company's foreign investment, mergers and acquisitions, prevent the risks of foreign investment and mergers and acquisitions, ensure the effective supervision, safe operation, maintenance and appreciation of assets, and safeguard the interests of the company and investors, in accordance with the company law of the people's Republic of China and other laws and regulations These measures are formulated in accordance with the relevant provisions of normative documents and in combination with the articles of association and the actual situation of the company.
Article 2 the term "foreign investment" as mentioned in these Measures refers to the equity investment activities such as foreign joint ventures, mergers and acquisitions carried out by the company in accordance with the development strategy, extending the industrial chain and expanding the business scale. These measures are not applicable to project investment (except for project investment that needs to be established by another company), creditor's rights investment, securities fund and futures financial management and other venture investments.
Article 3 these measures are applicable to the company and its subsidiaries within the scope of consolidated statements.
Chapter II principles and methods of foreign investment
Article 4 the company's foreign investment management principles:
(I) principle of legality: abide by national laws and regulations and comply with national industrial policies;
(II) principle of adaptability: the selection of investment projects should follow the company's development strategy, with appropriate scale and according to their ability, and should be combined with the company's industrial development plan to maximize the mobilization of existing resources;
(III) optimization principle of Portfolio Investment: Based on the company's strategic policy and long-term planning, comprehensively consider the leading direction of the industry and the structural balance of the industry, so as to realize the optimization of portfolio investment;
(IV) the principle of maximum risk control: track and analyze the invested projects at multiple levels, including changes in the macroeconomic environment, industry trends and the micro environment of the enterprise itself, find problems and risks in time, put forward countermeasures in time, and control the risks at the source;
(V) principle of responsibility: if the investment decision-making is wrong, which leads to blind expansion or loss of development opportunities, which may lead to the rupture of the capital chain or low efficiency of capital use, corresponding responsibilities shall be borne.
Article 5 when investing abroad, the company shall consider the influence of political, economic, legal, accounting, tax, financial, market, ethnic, cultural and other factors in the investment area.
Article 6 Where a company invests by means of M & A, it shall strictly control the risk of M & A, focus on the implicit debt, commitments, sustainable development ability, employee status and its relationship with the corporate governance and management of the M & a object, reasonably determine the payment consideration and ensure the realization of the M & a goal.
Article 7 the company shall make an objective evaluation on the investment objective, scale, mode, capital source, risk and income.
Article 8 the company may, according to actual needs, entrust professional institutions with corresponding qualifications to conduct feasibility studies and provide independent feasibility study reports.
Article 9 the company shall designate special institutions or personnel to track and manage the investment projects, timely collect the audited financial reports and other relevant materials of the investee, regularly organize investment benefit analysis, pay attention to the financial status, operating results, cash flow and performance of the investment contract of the investee, and timely report and properly deal with any abnormalities found.
Article 10 the company can provide guarantee for the assets and debts of the invested enterprise according to the actual needs. Article 11 the main ways of the company's foreign investment are:
(I) the company independently invests in the establishment of enterprises or independently funded business projects;
(II) the company invests to establish joint ventures, cooperative companies or development projects with other domestic (foreign) independent legal entities and natural persons;
(III) participating in or controlling other domestic (foreign) independent legal entities.
Chapter III decision making authority and organizational structure of foreign investment
Section I decision making authority for foreign investment
Article 12 the company implements centralized management and authorization management system for foreign investment.
Article 13 the general meeting of shareholders, the board of directors, the chairman of the board of directors or the general manager (authorized by the chairman of the board) are the decision-making bodies of the company's foreign investment, and each makes decisions on the company's foreign investment within the scope of its laws, regulations and articles of association.
Article 14 the examination and approval of the company's foreign investment shall be carried out in strict accordance with the authority specified in the company law, the securities law, the relevant laws and regulations of the CSRC and the articles of association.
Article 15 after the company is listed, if the amount involved in foreign investment reaches the standard of major asset reorganization specified in the measures for the administration of major asset reorganization of listed companies issued by the CSRC, it shall be submitted to the securities regulatory department for examination after the board of directors makes a resolution and submitted to the general meeting of shareholders for approval.
Article 16 related party transactions involved in foreign investment shall be implemented in accordance with the company's related party transaction management system and other relevant provisions.
Article 17 according to the relevant requirements of the state on the management of investment behavior, if the investment project needs to be reported to the government department for examination and approval, it shall go through the necessary approval procedures to ensure the compliance and legitimacy of the company's investment behavior and comply with the national macroeconomic policies.
Article 18 the decision-making procedures of the company's foreign investment shall be implemented in accordance with the provisions of the decision-making system for non daily business transactions.
Section 2 organizational structure of foreign investment management
Article 19 the centralized management department of the company's foreign investment is the company's securities department, whose responsibilities are as follows:
(I) coordinate the foreign investment, joint venture, merger and acquisition of the company and its subsidiaries within the scope of consolidated statements.
(II) be responsible for the collection of foreign investment, joint venture and cooperation, merger and share participation objects.
(III) be responsible for external liaison of capital operation projects.
(IV) organize feasibility study and Market Research on foreign investment, joint venture and cooperation, acquisition and merger.
(V) organize due diligence of capital operation objects.
(VI) submit to the board of directors and the general meeting of shareholders for deliberation and voting on capital operation projects.
(VII) collect and sort out macroeconomic, industry and market information.
(VIII) establish and improve the capital operation management system.
Article 20 the securities department shall be responsible for archiving and keeping the documents formed during the investment process and subsequent management by items, and the storage period shall not be less than 10 years.
Article 21 for each investment project, the project team, project leader or personnel appointed by the company shall timely submit all original materials and materials to be provided (financial reports, resolutions on major issues, etc.) to the securities department for filing.
Chapter IV Control of foreign investment
Section I procedures for foreign investment
Article 22 during the preliminary consultation between the company and the counterparty on investment matters, all participants shall sign the major information confidentiality letter and limit the scope of relevant sensitive information. If the company or the counterparty hires a service institution, it shall immediately sign the material information confidentiality letter with the hired service institution and service personnel.
Article 23 before the announcement of the company's foreign investment, if the relevant information has been disseminated in the media or there are abnormal fluctuations in the company's stock trading, the company shall immediately announce the current situation, progress and risk factors of the relevant plans, schemes or related matters, and handle other relevant matters in accordance with the relevant information disclosure rules, Report insider information to the securities regulatory authority.
Article 24 for major investment projects, accounting firms, asset evaluation firms, law firms and other intermediary institutions shall be employed to audit, evaluate and issue legal opinions or feasibility study reports.
Article 25 for investment projects that need to be submitted to the general meeting of shareholders for deliberation, if the subject matter of the transaction is equity, the company shall employ an accounting firm qualified to engage in Securities and futures related business to audit the financial and accounting report of the subject matter of the transaction in the latest year, and the audit deadline shall not exceed six months from the use date of the audit report; If the subject matter of the transaction is other non cash assets other than equity, the company shall employ an asset appraisal institution qualified to engage in Securities and futures related business for appraisal. The benchmark date of the appraisal shall not be more than one year from the date of use of the appraisal report.
Article 26 the securities department shall be responsible for the collection and selection of objects for foreign investment, joint venture and cooperation, M & A and share participation. Article 27 in order to reduce the risk of foreign investment, improve the efficiency of foreign investment and strengthen the scientific and democratic management of foreign investment decision-making, the Securities Department of the company, together with the finance department, audit department and other relevant departments of the company, shall form a special team to comprehensively evaluate the policy risk, financial risk, technical risk and other uncertain risks of investment behavior, Make an overall assessment of the feasibility and rationality of investment behavior, make a scientific and reasonable prediction of investment benefits, and put forward overall review opinions.
Article 28 the securities department shall draw up an investment plan according to the overall review opinions and submit it to both parties for discussion. When both parties reach an agreement, the examination and approval procedures shall be handled according to the procedures specified in these measures.
Article 29 the finance department is responsible for raising funds for foreign investment projects; The securities department and authorized personnel shall cooperate with relevant parties to go through capital contribution procedures, industrial and commercial registration and other relevant procedures.
Article 30 after the investment project is approved by the competent decision-making body, the securities department shall be responsible for the supervision, inspection and evaluation of the whole process, with the assistance of the relevant functional departments of the company; And report to the board of directors and the general meeting of shareholders. Article 31 during the implementation of an investment project, the director of the securities department shall report to the board of directors if it is found that there are major omissions in the investment plan, significant changes in the external environment of the project implementation or the impact of force majeure may lead to investment failure; The board of directors decides to modify, change or terminate the investment plan as the case may be. For the investment projects approved by the general meeting of shareholders, the modification, change or termination of the investment scheme shall be deliberated at an extraordinary general meeting of shareholders.
Article 32 the company shall sign an investment contract or agreement with the investee according to the approved investment plan, clarify the time, amount, method, rights and obligations of both parties and liabilities for breach of contract, and perform the investment contract or agreement after examination and approval according to the specified authority and procedures.
Section 2 confidentiality principle and avoidance of insider trading
Article 33 The directors, supervisors, senior managers of the company and those who know about the company's investment activities due to working relationship shall have the obligation of confidentiality before such information is publicly disclosed. For those who disclose the information of the company's investment activities without authorization, the company will investigate the responsibilities of relevant personnel and punish them according to the seriousness of the circumstances and the losses and impact on the company.
Article 34 in the process of investigation, negotiation and evaluation of investment projects, insiders of inside information shall be obliged to keep confidential the undisclosed information they have learned, and shall not disclose it in any form without authorization. If the company divulges the inside information of the company's major investment without authorization and causes losses to the company, the company shall investigate its responsibility.
Article 35 insiders of inside information shall not use the information they know to carry out insider trading, nor shall they disclose or imply others to carry out insider trading.
Chapter V follow up management of foreign investment
Article 36 the company focuses on the development strategy, appointment and removal of important personnel, annual financial budget and final accounts, major investment and financing, external guarantee, use of large amount of funds, disposal of main assets, construction of internal control system and other important matters of the invested enterprise.
Section I personnel management of foreign investment
Article 37 the company shall appoint personnel to the invested enterprise to participate in the management and exercise the rights of the investor according to the proportion of equity held by the invested enterprise or the provisions of the relevant articles of association.
Article 38 the directors and managers of the company may nominate and appoint directors, supervisors and managers from the enterprises in which the company holds rights and interests, and the appointment shall be decided by the chairman of the company.
Article 39 The dispatched personnel shall earnestly perform their duties and safeguard the rights and interests of the company in accordance with the company law, the articles of association of the invested enterprise and the management system of holding subsidiaries of the company. Appoint personnel to report to the company every month and submit work report every year; The company's assessment indicators are issued and accepted.
Article 40 the remuneration and assessment committee of the board of directors and the securities department shall organize the annual and term assessment of the dispatched personnel, and the company shall give corresponding incentives according to the assessment and evaluation results.
Article 41 If the company's dispatched personnel leave their posts or leave their posts in violation of the company law and other relevant job regulations, the remuneration and assessment committee of the board of directors and the securities department shall organize the evaluation and review of the dispatched personnel. The company will give corresponding incentives according to the evaluation results and review.
Section II financial management and audit of foreign investment
Article 42 The Finance Department of the company shall make comprehensive and complete financial records of the company's foreign investment activities, conduct detailed accounting, establish detailed account books according to each investment project and record relevant materials in detail.
Article 43 the invested enterprise actually controlled by the company needs to adopt accounting standards, accounting policies and accounting estimates consistent with the company. The joint-stock enterprises shall conduct accounting with reference to the company's accounting standards, accounting policies and accounting estimates through consultation.
Article 44 the financial department of the company shall obtain the financial report of the invested unit according to the needs of analysis and management, so as to analyze the financial situation of the invested unit, safeguard the rights and interests of the company and ensure that the interests of the company are not damaged. The personnel appointed by the company shall assist the Finance Department of the company in obtaining the financial report of the investment unit.
Article 45 the company shall conduct regular or special audits on the invested enterprises under its actual control. The invested enterprise shall submit financial and accounting statements to the Finance Department of the company every month, and timely submit accounting statements and provide accounting materials in accordance with the requirements of the company for preparing consolidated statements and disclosing accounting information.
Article 46 the internal audit department shall conduct audit in time after the occurrence of important foreign investment. When auditing foreign investment, we should focus on the following contents:
(I) whether the examination and approval procedures for foreign investment are performed in accordance with relevant regulations;
(II) whether the contract is concluded according to the approved contents and whether the contract is normally performed;
(III) whether to assign special personnel or establish special institutions to study and evaluate the feasibility, investment risks and investment returns of major investment projects, and track and supervise the progress of major investment projects.
Article 47 the invested enterprise shall conduct annual audit and internal audit in time to ensure that the company's regular reports are disclosed on time.
Chapter VI transfer and recovery of foreign investment
Article 48 in case of any of the following circumstances, the company may recover its foreign investment:
(I) according to the articles of association, contract or agreement of the invested company, the operation of the investment project (enterprise) expires;
(II) due to poor management of investment projects (enterprises),
