Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357)
Foreign investment management system
Chapter I General Provisions
Article 1 in order to standardize the foreign investment behavior of Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357) (hereinafter referred to as "the company"), reduce the risk of foreign investment, improve the efficiency and management level of foreign investment, and make the company's foreign investment management truly scientific, democratic, legal and standardized, This system is formulated in accordance with the company law of the people's Republic of China, the securities law of the people's Republic of China, the Listing Rules of science and Innovation Board of Shanghai Stock Exchange and other national laws, regulations and business rules, as well as the relevant provisions of Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357) articles of Association (hereinafter referred to as the "articles of association").
Article 2 the term "foreign investment" as mentioned in this system refers to the company's foreign investment in various forms, including but not limited to stocks, bonds and other securities, by making a certain amount of monetary funds or physical objects, land use rights, intellectual property rights, intangible assets, equity and other non monetary properties that can be valued in currency and transferred according to law as capital contributions in order to obtain future income, The company invests in the establishment of enterprises, acquisitions, mergers and other equity foreign investments, and other foreign investments permitted by laws and regulations, except for the purchase of bank financial products.
Article 3 the company's foreign investment management shall follow the following basic principles:
(I) conform to the company's development strategy;
(II) it is conducive to the rational allocation of resources of the company;
(III) promoting the optimal combination of production and operation factors;
(IV) create good economic and social benefits.
Article 4 this system is applicable to the company and its holding subsidiaries and their subordinate functional departments.
Chapter II approval authority of the company's foreign investment
Article 5 the company's foreign investment shall be carried out in accordance with the following provisions:
(I) if the company's foreign investment projects meet one of the following standards, they shall be submitted to the general meeting of shareholders for deliberation and approval after being deliberated and approved by the board of directors:
1. The purchase and sale of major assets within one year exceeds 30% of the company's latest audited total assets, or the total assets involved in other investments (if there are both book value and assessed value, whichever is higher) account for more than 50% of the company's latest audited total assets;
2. The transaction amount of the investment accounts for more than 50% of the market value of the company;
3. The net assets of the subject matter of the investment transaction (such as equity) in the latest fiscal year account for more than 50% of the market value of the company;
4. The operating income related to the investment object (such as equity) in the latest fiscal year accounts for more than 50% of the audited operating income of the company in the latest fiscal year, and exceeds 50 million yuan;
5. The profit generated by the investment accounts for more than 50% of the audited net profit of the company in the latest fiscal year, and more than 5 million yuan;
6. The net profit related to the investment object (such as equity) in the latest fiscal year accounts for more than 50% of the audited net profit of the company in the latest fiscal year, and more than 5 million yuan.
If the total assets or transaction amount involved in the company's investment projects exceed 30% of the company's total assets audited in the latest period within 12 consecutive months, they shall be audited or evaluated. After being reviewed and approved by the board of directors, they shall also be submitted to the general meeting of shareholders for deliberation and decision, and can be implemented only after being approved by more than two-thirds of the voting rights held by the shareholders attending the meeting.
(II) if the company's investment projects meet one of the following standards but fail to meet the approval authority of the above general meeting of shareholders, the following foreign investment matters shall be considered and approved by the board of directors:
1. Within one year, the purchase and sale of major assets exceed 10% (including) and 30% (excluding) of the company's latest audited total assets, or the total assets involved in other investments account for 10% (including) to 50% (excluding) of the company's latest audited total assets;
2. The transaction amount of the investment accounts for more than 10% (including the amount) to 50% (excluding the amount) of the market value of the company;
3. The net assets of the subject matter of the investment transaction (such as equity) in the latest fiscal year account for 10% (including the amount) to 50% (excluding the amount) of the company's market value;
4. The operating income related to the investment object (such as equity) in the latest fiscal year accounts for 10% (including the principal amount) ~ 50% (excluding the principal amount) of the audited operating income of the company in the latest fiscal year, and the absolute amount is 10 million yuan (including the principal amount) ~ 50 million yuan (excluding the principal amount);
5. The profit generated by the investment accounts for 10% (including the principal amount) ~ 50% (excluding the principal amount) of the audited net profit of the company in the latest fiscal year, and the absolute amount is 1 million yuan (including the principal amount) ~ 5 million yuan (excluding the principal amount);
6. The net profit related to the investment object (such as equity) in the latest fiscal year accounts for 10% (including the current amount) ~ 50% (excluding the current amount) of the audited net profit of the company in the latest fiscal year, and the absolute amount is 1 million yuan (including the current amount) ~ 5 million yuan (excluding the current amount).
(III) if the company's investment projects meet one of the following standards but fail to meet the approval scope of the above general meeting of shareholders and the board of directors, the following foreign investment matters shall be considered and approved by the president or the company's Management Committee:
1. The total assets involved in the transaction are less than 10% of the company's latest audited total assets;
2. The transaction amount of the transaction is less than 10% of the market value of the company;
3. The net assets of the subject matter of the transaction (such as equity) in the latest fiscal year are less than 10% of the market value of the company; 4. The relevant operating income of the transaction object (such as equity) in the latest fiscal year is less than 10% of the audited operating income of the company in the latest fiscal year, or the absolute amount is less than 10 million yuan;
5. The profit generated from the transaction is less than 10% of the audited net profit of the company in the latest fiscal year, or the absolute amount is less than 1 million yuan;
6. The related net profit of the transaction object (such as equity) in the latest fiscal year is less than 10% of the audited net profit of the company in the latest fiscal year, or the absolute amount is less than 1 million yuan.
Article 6 when the company's foreign investment involves related party transactions, it shall also be implemented in accordance with the provisions of the company's related party transaction management system. Namely:
(I) if the investment project is a connected transaction between the company and its connected persons whose amount accounts for more than 1% of the company's total audited assets or market value in the latest period and exceeds 30 million yuan, an evaluation report or audit report shall be provided, which shall be submitted to the general meeting of shareholders for deliberation and approval after being reviewed and approved by the board of directors.
(II) investment projects are related party transactions with a transaction amount of more than 300000 yuan (including this amount) between the company and related natural persons, related party transactions with a transaction amount of 3 ~ 30 million yuan between the company and related legal persons, or the transaction amount between the company and related persons accounts for 0.1% (including this amount) ~ 1% (excluding this amount) of the latest audited total assets or market value of the company, Approved by the board of directors. It shall be submitted to the board of directors for deliberation and decision after being approved by independent directors. (III) the investment projects are related party transactions with the transaction amount of less than 300000 yuan between the company and related natural persons, related party transactions with the transaction amount of less than 3 million yuan between the company and related legal persons, and the transaction amount between the company and related persons accounts for less than 0.1% of the company's latest audited total assets or market value, which shall be decided by the president, unless the president is a related party.
Chapter III foreign investment management organization of the company
Article 7 the general meeting of shareholders, the board of directors and the president of the company are the decision-making bodies of the company's foreign investment, and make decisions on the company's foreign investment within their respective limits of authority. The board of directors is the leading body, which is responsible for coordinating, coordinating and organizing the analysis and research of foreign investment projects, and providing suggestions for decision-making.
Article 8 the president of the company is the person in charge of the implementation of foreign investment. He is specifically responsible for the management of foreign investment of the company, coordinating the preliminary preparations for foreign investment of the project, and reporting the progress to the board of directors in time.
Article 9 the office of the board of directors shall be responsible for the preliminary investigation, feasibility study and evaluation, compliance review, implementation supervision and guidance and project tracking of foreign investment projects, put forward disposal suggestions, and report to the board of directors. Article 10 the financial department of the company is responsible for the financial management of foreign investment projects and inspecting and supervising their daily financial work.
Article 11 the Audit Department of the company shall be responsible for the audit and supervision of foreign investment projects and report to the audit committee in time.
Chapter IV approval procedures for the company's foreign investment
Article 12 the company's foreign investment projects shall be subject to the level by level examination and approval system, and shall be handled according to the following procedures:
(I) the office of the board of directors of the company shall conduct market research and economic analysis on the proposed project, make preliminary and principled analysis and demonstration on the feasibility of the project, and submit the preliminary review opinions to the president.
(II) the President shall establish a review team for foreign investment projects according to the preliminary review opinions. The members of the team shall be composed of personnel from the office of the board of directors, the finance department and other departments and internal experts. External experts can be employed when necessary.
(III) the project review team reviews foreign investment projects, and when necessary, it can entrust professional institutions with corresponding qualifications to conduct feasibility studies on the proposed investment projects, and prepare feasibility study reports, letters of intent for cooperative investment or investment agreements and other legal documents.
(IV) after passing the review, according to the provisions of the articles of association and other relevant systems, the company's foreign investment projects shall be reviewed and approved according to the following approval authorities:
1. If the company's foreign investment project belongs to the approval authority of the president, it shall be decided by the president or the company's management committee.
2. If the company's foreign investment project belongs to the approval authority of the board of directors, it shall be submitted to the meeting of the board of directors for deliberation and approval after being decided by the president or the Management Committee of the company.
3. If the company's foreign investment projects are within the approval authority of the general meeting of shareholders, the president or the Management Committee of the company shall decide and submit them to the board of directors for deliberation and approval, and then the board of directors shall submit them to the general meeting of shareholders for deliberation and approval.
(V) after the company's foreign investment projects are reviewed and approved by the president, the board of directors or the general meeting of shareholders, the President shall organize relevant departments to be responsible for the specific implementation.
(VI) the implementation department shall timely report the implementation progress and progress of foreign investment projects level by level.
Article 13 after the company's foreign investment projects have been approved by the company, the projects that need to apply to the government departments for approval and filing according to law shall perform the approval and filing procedures according to law, and can be implemented only after obtaining relevant approval and filing documents.
Chapter V Management of the company's foreign investment
Article 14 before the completion acceptance of the company's foreign investment projects, the internal audit department shall conduct a special audit, and the audit conclusion shall be submitted to the audit committee of the company, which shall report to the board of directors for deliberation and decision after being reviewed by the audit committee.
Article 15 if the company's foreign investment project is terminated and the foreign invested enterprise is liquidated according to law, the director appointed by the company shall act as the shareholder representative, and the financial department, investment management department or project team shall send personnel to jointly participate in the liquidation of the foreign invested enterprise.
When the Company deems it necessary or necessary, it can entrust legal advisers or financial advisers and professional institutions or persons in relevant industries to jointly participate in the liquidation of investment projects.
Article 16 the office of the company is responsible for the final archives management of foreign investment projects. After all the projects are completed, each foreign investment project management department is responsible for sorting out the project materials, submitting them to the president for review and signing, and then putting them into the archives of the company. Article 17 the board of supervisors and the internal audit department of the company shall supervise the whole process of foreign investment projects according to their responsibilities, put forward corrective opinions on violations in time, put forward special reports on major problems, and submit them to the foreign investment approval authority of the project for discussion and handling. The board of supervisors may report directly to the general meeting of shareholders when it deems it necessary.
Chapter VI disclosure of foreign investment information
Article 18 when investing abroad, the company shall perform the obligation of information disclosure in strict accordance with relevant laws and regulations, normative documents and rules, the articles of association and Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357) information disclosure management system.
Article 19 the disclosure of the relevant information of the subsidiaries shall be carried out in accordance with the relevant information disclosure regulations of the first and second companies.
Article 20 the Secretary of the board of directors is responsible for the public disclosure of the company's undisclosed foreign investment information. Other directors, supervisors, senior managers and relevant informed personnel shall not release any undisclosed investment information of the company without the written authorization of the board of directors. If the company discloses the information of the company's foreign investment activities without authorization or other informed information, the company will, depending on the seriousness of the case, And investigate the responsibilities of relevant personnel according to the losses and impacts caused to the company.
Chapter VII supplementary provisions
Article 21 in case of any conflict between this system and national policies, laws and regulations, departmental rules, the articles of association and other national policies, laws and regulations or the company's system, the relevant national policies, laws and regulations, departmental rules and the articles of association shall prevail.
Article 22 the board of directors of the company is responsible for the interpretation of this system.
Article 23 the revision and repeal of this system shall be decided by the general meeting of shareholders. Article 24 this system shall come into force on the date when it is deliberated and adopted by the general meeting of shareholders.
Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357) March 9, 2002
