China Haisum Engineering Co.Ltd(002116)
Investment management system
1 General
1.0.1 in order to regulate the foreign investment of China Haisum Engineering Co.Ltd(002116) (hereinafter referred to as “the company”) according to law, reduce investment risks, improve investment income and maintain and increase the value of state-owned assets, according to the company law of the people’s Republic of China, the measures for the supervision and Administration of state-owned assets transactions of enterprises and the measures for the supervision and administration of investment of central enterprises This system is formulated in accordance with the measures for the implementation of accountability for illegal operation and investment of central enterprises (for Trial Implementation) and other laws and regulations, as well as the relevant provisions of the articles of association, the rules of procedure of the board of directors, the working rules of the president and the relevant investment management systems of the superior. 1.0.2 “investment” in this system refers to the fixed assets, equity investment and financial investment conducted by the company headquarters, Shanghai headquarters and affiliated companies at all levels (i.e. investors) in order to obtain economic benefits, excluding public welfare or poverty alleviation projects, mainly including the following aspects:
1. Fixed asset investment refers to the real estate related to production and operation and the machinery and equipment inseparable from the real estate. It mainly includes: new construction, reconstruction, expansion, relocation and purchase projects; Renewal and technological transformation projects (excluding house decoration and vehicle purchase)
2. Equity investment is the act of obtaining certain equity of the invested unit by subscribing capital contribution, subscribing for new shares, transferring existing shares, etc. It mainly includes: newly established company, equity acquisition, capital increase and share expansion, equity investment, etc.
Financial investment is an investment behavior that obtains expected income or equity by purchasing financial assets such as funds, stocks and bonds.
4. Disposal of the above investment projects.
1.0.3 the total investment referred to in these Measures refers to the total investment in the whole process of the investment project from acquisition, completion to operation. Equity investment refers to the investment amount required according to the shareholding ratio in the whole process of the project from acquisition, completion to operation. 1.0.4 the major projects mentioned in these Measures refer to the following types of projects:
1. Overseas investment projects (excluding project companies established for the implementation of overseas general contracting projects);
2. Domestic holding investment projects with a total investment of more than 50 million yuan;
3. Domestic equity investment projects with a capital contribution of more than 20 million yuan;
4. Investment projects to develop new industries or new business areas.
1.0.5 basic principles to be followed in the company’s investment activities:
1. Comply with national laws, regulations and industrial policies;
2. Comply with the company’s development strategy and planning and the innovative development direction of main business, and strictly control non main business investment;
3. The investment should aim at economic benefits and improve the return on capital;
4. Fully carry out scientific demonstration and strictly implement the investment decision-making procedures;
5. The investment scale shall be compatible with the asset scale, debt level and financing capacity of the investor;
6. In principle, the internal rate of return of the investment project shall not be less than 10% (it can be adjusted according to the actual situation of the project and the capital cost of different industries and periods);
7. All prohibited investment projects listed in the negative list of central enterprises and superior investment projects shall not be invested. Investment projects listed in special supervision shall not be invested in principle. If investment is really needed, it shall be reported to the superior for approval;
8. Others shall be determined according to relevant national policies and the actual situation of the company.
1.0.6 the system is applicable to the investment management of the company’s headquarters, Shanghai headquarters and wholly-owned and holding subsidiaries at all levels (hereinafter referred to as “subsidiaries”) as the main investors.
2 investment management organization and responsibilities
2.0.1 the highest decision-making body of the company’s investment management is the general meeting of shareholders. With the authorization of the general meeting of shareholders, the board of directors of the company exercises decision-making power over investment projects within a certain amount. With the authorization of the board of directors, the president’s office of the company exercises decision-making power over investment projects within a certain amount. 2.0.2 the main responsibilities of the strategic operation center are:
1. Formulate the company’s asset management system;
2. Organize and coordinate the preparation of the company’s annual investment plan;
3. Organize the review of investment projects, including the normative review of application materials and the review of the feasibility of project strategic fit, industry market, business positioning, operation mode, transaction scheme, exit mechanism and so on;
4 according to the investment management authority, submit the investment project to the corresponding decision-making organization of the company for approval, and report to the superior for approval or filing;
5. Be responsible for organizing the dynamic supervision and post evaluation of the implementation of investment projects.
2.0.3 the main responsibilities of the office of the board of directors are:
1. Be responsible for studying and analyzing the company’s medium and long-term investment and capital operation planning;
2. Collect investment project information, and take the lead in the investigation, demonstration, preparation, implementation and capital structure design of investment projects of the company’s headquarters;
3. Assist in the investigation and demonstration of investment projects of subsidiaries;
4. Be responsible for capital market financing planning;
5. Participate in the dynamic supervision and post evaluation of the implementation of investment projects.
2.0.4 the main responsibilities of the financial fund management center are:
1. Be responsible for asset appraisal filing and property right registration management of investment projects;
2. Participate in the research, demonstration and implementation of investment projects of the company’s headquarters, focus on the feasibility study of project financing scheme, financial analysis and prediction, fund management and tax arrangement, and put forward relevant risk response suggestions; 3. Organize the financial and tax due diligence and audit of the company’s headquarters investment projects;
4. Review the feasibility of financing scheme, financial analysis and prediction, fund management and tax arrangement of investment projects of subsidiaries;
5. Be responsible for the financial and capital management of investment projects of the company’s headquarters, and guide the financial and capital management of investment projects of subsidiaries;
6. Participate in the dynamic supervision and post evaluation of the implementation of investment projects.
2.0.5 the main responsibilities of the technology R & D center are:
1 participate in the research and demonstration of the investment projects of the company headquarters, and focus on the feasibility study of the development trend of the industry, the advanced / feasibility of technology or technology, the technological innovation capability of the project participants and partners, and put forward the corresponding risk response proposals.
2, the feasibility of the development of the technology, technology, or advanced technology / technology, the technological innovation capability of the project participants and partners. 2.0.6 the main responsibilities of the risk management center are:
1. Participate in the research, demonstration and implementation of investment projects of the company’s headquarters, and focus on the feasibility study of the qualification and credit status of the cooperation subject of the project, the legality and compliance of the scheme, contract performance, overall risk assessment and response; Organize legal due diligence on investment projects of the company’s headquarters; Organize the drafting of project related cooperation agreements, articles of association, legal opinions and other legal documents; Organize the preparation of special risk assessment report as required;
2. Review the feasibility and relevant legal documents of the cooperation subject qualification and credit status of the subsidiary’s investment projects, the legality and compliance of the scheme, contract performance, overall risk assessment and response (special risk assessment report);
3. Organize the special audit of major projects and participate in the post evaluation of investment projects;
4. Be responsible for the legal and compliance management of the investment projects of the company’s headquarters; Guide the legal, compliance and risk management of investment projects of subsidiaries.
2.0.7 when investment activities involve corporate governance, cadre allocation, brand name, informatization, administrative party masses and other work, the corresponding functional and professional departments of the company headquarters shall provide professional opinions or plans. 2.0.8 in principle, the subsidiary does not set up a special investment management department, but should appoint a special person to handle the daily work related to investment management. 2.0.9 the subsidiary undertakes the responsibilities of the investment management body of its own level and its subsidiaries, and performs the responsibilities of feasibility study and demonstration of investment projects, project review and implementation process supervision, mainly including:
1. Organize the preparation and implementation of annual investment plan;
2. Establish an investment audit system and be responsible for the audit and decision-making procedures for the investment projects of the same level and its subsidiaries;
3. Be responsible for feasibility study demonstration, review and approval of investment projects at the same level; Responsible for the audit and approval of investment projects of subsidiaries.
4. Be responsible for the implementation and management of investment projects at the same level; Supervise and control the implementation process of investment projects of subsidiaries;
5. Carry out post investment evaluation according to the requirements of the superior.
3. Investment decision authority and approval
3.0.1 investment project decision-making procedure refers to the provisions on the process, authority and responsibility of investment project proposal and establishment, feasibility study and evaluation demonstration, project review and approval and other links in accordance with the company’s investment decision-making system. 3.0.2 the board of directors of the company exercises the following authorities for the examination and approval of investment decisions:
1. The total assets involved in the transaction account for more than 10% but not more than 30% of the company’s total assets audited in the latest period. If the total assets involved in the transaction have both book value and assessed value, the higher one shall be taken as the calculation data.
2. The relevant business income of the transaction object (such as equity) in the latest fiscal year accounts for more than 10% but not more than 50% of the audited business income of the company in the latest fiscal year, and the absolute amount exceeds 10 million yuan.
3. The related net profit of the transaction object (such as equity) in the latest fiscal year accounts for more than 10% but not more than 50% of the audited net profit of the company in the latest fiscal year, and the absolute amount exceeds 1 million yuan.
4. The transaction amount (including debts and expenses) of the transaction accounts for more than 10% but not more than 50% of the company’s latest audited net assets, and the absolute amount exceeds 10 million yuan.
5. The profit generated from the transaction accounts for more than 10% but not more than 50% of the audited net profit of the company in the latest fiscal year, and the absolute amount exceeds 1 million yuan.
6. The above transactions are subject to the principle of cumulative calculation for 12 consecutive months. If the data is negative, its absolute value shall be taken for calculation.
7 if the decision-making approval authority is exceeded, the general meeting of shareholders of the company shall exercise the decision-making approval authority; if the decision-making approval authority is not reached, the president’s office meeting of the company shall exercise the decision-making approval authority.
When the board of directors makes a resolution that has an interest in the investment or the withdrawal of the shareholders, the board of directors shall vote on the matter. 3.0.3 the approval of investment projects shall be subject to hierarchical management, and the approval procedures are as follows:
1 project screening and suggestions
Each investor is responsible for screening and proposing investment projects, investigating and analyzing the construction conditions, process technology, market space and competition, development prospects, economic benefits, investment estimation, financing methods, risks and risk controllability, exit mechanism, etc; Equity investment shall also investigate the credit status, performance and cooperation ability of the partners and the situation of the merged enterprises, put forward the project proposal on this basis, and submit the project proposal (or pre feasibility study report) and relevant attachments to the headquarters of the company for approval after performing the internal decision-making procedures.
2. Establishment of major projects
Major projects need to go through the project approval procedures in advance. After the project approval of the company, all investors can carry out feasibility study, due diligence, cooperation agreement negotiation and other work. The strategic operation center of the company shall report to the Party committee of the company for research and the president’s office meeting for approval after normative review and organizing relevant departments of the headquarters to review the project proposal.
3 project feasibility study and demonstration
For the investment projects that have been approved to be promoted and approved, each investor shall conduct in-depth investigation, investigation, analysis and demonstration of the investment projects; M & A investment shall organize and carry out due diligence and audit, asset assessment and risk assessment of the target enterprise, form due diligence report, audit report and asset assessment report, and carry out feasibility study, risk assessment and agreement negotiation on this basis. For major projects, qualified third-party professional institutions can be entrusted to jointly prepare the feasibility study report and special risk assessment report on the basis of full investigation, investigation, evaluation and demonstration.
4 the feasibility study report is an important basis for investment decision-making. It should be comprehensive and in-depth, provide objective and sufficient information, reliable data and scientific basis, and should not make false statements or deliberately omit information that has a significant impact on investment decision-making. The preparers of the feasibility study report shall be responsible for the authenticity and reliability of the information. 5. The project application materials of the investor shall include but not limited to the following contents:
(1) Investment project request report. The contents include the general situation and necessity of the investment project, investment amount, shareholding ratio and mode, project decision-making process, main conclusions and matters to be asked for instructions, etc;
(2) Internal decision documents;
(3) Feasibility study report and attachments;
(4) Other materials required by the company (depending on the investment project, including but not limited to due diligence report, audit report, asset evaluation report, risk evaluation report, cooperation agreement, legal opinion, etc.).
6. The investor shall strictly review and check the declared investment projects, and report to the company for approval or filing after performing the internal decision-making procedures. The strategic operation center shall conduct normative review on the application materials, organize relevant departments to review and form review opinions. The investment projects that fail to pass the audit can continue to improve the relevant materials according to the review opinions, and submit them to the Department for review again when the conditions are met. If the same investment project fails to pass the audit twice, it will not be reviewed in principle and will be removed from the investment plan of this year.
7 with the confirmation and consent of the leader in charge of investment, the strategic operation center is responsible for submitting the project materials to the Party committee of the company for research and the president’s office meeting for deliberation. Investment projects approved by the board of directors shall be submitted to the board of directors for deliberation after being deliberated and approved by the president’s office meeting. If the superior has other provisions on investment management, such provisions shall prevail.
8. After the project submitted for approval is approved by the superior, the strategic operation center shall timely issue a written reply to the subsidiary. If the approval procedures are not performed or without approval, each investor may not sign contracts or carry out substantive work such as project construction, management, equity contribution and transfer. It is strictly prohibited for investors to split investment projects in any form and avoid the approval of investment projects.
9. The company’s approval for fixed asset investment projects is valid for two years and that for equity investment projects is valid for one year. For projects that have not been started and implemented within the validity period of the reply, the investor shall timely report in writing to the company. In principle, if the project implementation is to be started after the approval is overdue, the approval procedures must be performed again.
10. It is prohibited for the investment subject to entrust other units or individuals to hold equity on behalf; It is forbidden to accept the entrustment of other units or individuals. Unless specially approved by the superior.
