Foreign investment management system
Chapter I General Provisions
Article 1 in order to regulate Apt Medical Inc(688617) (hereinafter referred to as “the company”) foreign investment, strengthen the management of foreign investment, control the risk of foreign investment and protect the legitimate rights and interests of investors, in accordance with the company law of the people’s Republic of China (hereinafter referred to as “the company law”) This system is hereby formulated in accordance with the relevant provisions of the securities law of the people’s Republic of China, the Listing Rules of shares on the science and Innovation Board of Shanghai Stock Exchange and other laws, administrative regulations, normative documents and the articles of association of Shenzhen Apt Medical Inc(688617) Equipment Co., Ltd. (hereinafter referred to as the “articles of association”) and the actual situation of the company.
Article 2 the term “foreign investment” as mentioned in this system refers to the company’s investment activities in various forms with a certain amount of monetary capital, equity, evaluated physical or intangible assets or other assets that can be used as capital contribution according to laws, regulations and normative documents in order to obtain future income, Including but not limited to investment in newly established wholly-owned or holding subsidiaries (hereinafter referred to as “subsidiaries”), additional investment in subsidiaries, joint venture, merger or equity / asset acquisition with other units, entrusted financial management, entrusted loans, provision of financial assistance, etc.
Article 3 according to the length of the investment period, the company’s foreign investment is divided into short-term investment and long-term investment.
Short term investment mainly refers to the investment that can be realized at any time and is expected to be held for no more than one year purchased by the company only for the purpose of obtaining short-term investment income, including various stocks, bonds, funds, dividend insurance and other asset management products;
Long term investment mainly refers to all kinds of investments with an investment term of more than one year that cannot be realized at any time or are not ready to be realized, including stocks, bonds, equity and other investments. Among them, equity investment includes but is not limited to the following situations:
（1） The company independently sets up enterprises or independently invests in business projects;
（2） The company invests to establish joint ventures, cooperative enterprises or development projects with others;
（3） Increase the capital of the enterprise and transfer the equity of the enterprise;
（4） Acquisition of assets of other enterprises.
Article 4 the company’s foreign investment activities shall follow the following principles:
（1） Comply with national laws and regulations and national industrial policies;
（2） Comply with the provisions of the articles of association and other corporate governance systems;
（3） Comply with relevant regulations of government regulatory authorities and stock exchanges;
（4） In line with the company’s development strategy and conducive to increasing the company’s competitiveness;
（5） Rational allocation of enterprise resources and investment in industrial efficiency;
（6） Control risks and strengthen supervision.
（7） Carefully pay attention to investment risks and ensure the safe operation of funds.
Article 5 this system is applicable to all foreign investment activities of the company and its holding subsidiaries. “Holding subsidiary” refers to the wholly-owned subsidiary of the company, the subsidiary holding more than 50% of the company and the subsidiary holding less than 50% of the company but having actual control.
In principle, the company’s foreign investment shall be carried out centrally by the company’s headquarters. If it is necessary for subsidiaries to make foreign investment, it shall be approved by the company in advance.
Chapter II decision scope
Article 6 business and investment decisions made in accordance with this system include:
（1） Purchase or sale of assets;
（2） Foreign investment (except for purchasing bank financial products);
（3） Transfer or transfer of R & D projects;
（4） Sign the license agreement;
（5） Provide guarantee;
（6） Leased in or leased out assets;
（7） Entrusted or entrusted management of assets and businesses;
（8） Donated or donated assets;
（9） Reorganization of creditor’s rights and debts;
（10） Provide financial assistance;
（11） Other investment matters.
The above-mentioned purchase or sale of assets does not include the purchase of raw materials, fuels and power, and the sale of products or commodities and other transactions related to daily operation, but the asset replacement involves the purchase
The sale of such assets is still included.
Article 7 the company’s securities investment, entrusted financial management or derivative investment shall be deliberated and approved by the board of directors or the general meeting of shareholders, and the examination and approval power of entrusted financial management shall not be delegated to the individual directors or the management of the company.
Article 8 the external guarantee provided by the company shall be implemented in accordance with the external guarantee system of the company. When related party transactions are involved in operating and investment matters, they shall be implemented in accordance with the decision-making system of related party transactions of the company. If the company’s foreign investment involves the use of raised funds, it shall be implemented in accordance with the company’s decision-making authority on the use of raised funds.
Chapter III decision making authority and procedures
Article 9 the company’s foreign investment shall be subject to professional management and level by level examination and approval system.
The general meeting of shareholders, the board of directors and the general manager make hierarchical decisions, and establish strict review and decision-making procedures; Major investment projects shall be reviewed by relevant experts and professionals and reported to the general meeting of shareholders for approval.
Article 10 the examination and approval of the company’s business and investment matters (except for the provision of guarantees, the company’s receipt of cash assets, and the simple reduction and exemption of the company’s obligations, the same below) shall be carried out in strict accordance with the authority specified in the company law, other relevant laws, administrative regulations and the articles of association.
（1） The operation and investment of the company can only be implemented after being approved by the general meeting of shareholders if it meets one of the following standards:
1. The total assets involved in the transaction (if there are both book value and assessed value, whichever is higher) account for more than 50% of the company’s total assets audited in the latest period; 2. The transaction amount of the transaction accounts for more than 50% 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 account for more than 50% of the market value of the company;
4. The operating income related to the transaction 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 the absolute amount exceeds 50 million yuan;
5. The profit generated from the transaction accounts for the audited net profit of the company in the latest fiscal year
More than 50% of the profit, and the absolute amount exceeds 5 million yuan;
6. The net profit related to the transaction 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 the absolute amount exceeds 5 million yuan.
7. The total assets involved in the transaction or the transaction amount has exceeded 30% of the company’s total assets audited in the latest period within 12 consecutive months.
Where a transaction is carried out by stages, the above provisions shall apply on the basis of the total transaction amount. The relevant functional departments of the company shall conduct feasibility analysis and evaluation of the investment project, prepare the investment plan in the early stage, put forward the specific financial plan and submit it to the general manager’s office meeting for approval; After being approved by the company’s general manager’s office meeting, the general manager shall submit the investment plan and the proposal description of the plan to the company’s board of directors for deliberation; After the approval of the board of directors, it shall be reported to the general meeting of shareholders of the company for deliberation. （2） The operation and investment of the company shall be implemented after being approved by the board of directors if it meets one of the following standards:
1. The total assets involved in the transaction (if there are both book value and assessed value, whichever is higher) account for more than 10% of the company’s total assets audited in the latest period; 2. The transaction amount of the transaction accounts for more 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 account for more 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 accounts for more than 10% of the audited operating income of the company in the latest fiscal year, and the absolute amount exceeds 10 million yuan;
5. The profit generated from the transaction accounts for more than 10% of the audited net profit of the company in the latest fiscal year, and the absolute amount exceeds 1 million yuan;
6. The net profit related to the transaction object (such as equity) in the latest fiscal year accounts for more than 10% of the audited net profit of the company in the latest fiscal year, and the absolute amount exceeds 1 million yuan.
Relevant functional departments of the company shall report the basic information of relevant investment projects to the general manager of the company in writing; The general manager’s office meeting shall review the necessity and rationality of the investment project, be responsible for the preliminary formulation, feasibility analysis and evaluation of the investment scheme, and put forward specific financial plans; The general manager shall submit the investment plan and the proposal statement of the plan to the board of directors for deliberation.
（3） When the relevant indicators of the company’s operation and investment matters fail to meet the standards specified in Item (II) of this article, the board of directors of the company may authorize the general manager of the company to approve and implement them.
The transaction amount specified above refers to the transaction amount paid and the debts and expenses borne. If the transaction arrangement involves the consideration that may be paid or received in the future, does not involve the specific amount or the amount determined according to the set conditions, the expected maximum amount is the transaction amount.
If the data involved in the above index calculation is negative, take its absolute value for calculation. If the company continuously takes the same or related assets as the object of operation and investment within 12 months, the amount of operation and investment shall be calculated based on its cumulative number.
The operation and investment of subsidiaries with more than 50% equity held by the company shall be regarded as the behavior of the company; In case of operation and investment of the company’s joint-stock company, the approval authority shall be multiplied by the relevant amount by the proportion of shares, and shall be implemented in accordance with the standards specified in items (I) to (III) above.
Article 11 Where the company’s foreign investment involves related party transactions, information disclosure and other matters, it shall also perform the corresponding examination and approval, reporting and disclosure procedures in accordance with the articles of association, the management system of related party transactions, the management system of information disclosure and the registration system of insiders.
Article 12 the approval authority of the company’s external public welfare donation:
If the total donation within 12 consecutive months accounts for less than 1% of the absolute value of the latest audited net assets of the company, it shall be decided by the board of directors; The amount exceeding 1% must be submitted to the general meeting of shareholders for deliberation after being approved by the board of directors.
Chapter IV decision making procedures
Article 13 the company’s decision-making procedures for short-term foreign investment:
（1） The finance department is responsible for pre selecting investment opportunities and investment objects for random investment suggestions, and preparing short-term foreign investment plans according to the profitability of the investment objects;
（2） The finance department is responsible for providing the company’s capital flow;
（3） The short-term foreign investment plan shall be implemented after performing the approval procedures according to the approval authority.
Article 14 the finance department is responsible for the short-term foreign investment according to the category, quantity, unit price, accrued interest and purchase date
Timely register and record the period, and carry out relevant accounting treatment.
Article 15 where securities investment is involved, a strict joint control system must be implemented, and it must be operated jointly by at least two persons, and the securities investment operators shall be separated from the capital and financial managers and restrict each other. No one shall contact the investment assets alone and deposit or withdraw any investment assets, It must be signed jointly by two persons who restrict each other.
Article 16 the short-term securities purchased by the company must be recorded in the name of the company on the day of purchase. Article 17 the Finance Department of the company is responsible for regularly checking the use and balance of securities investment funds. The interest and dividends received shall be recorded in the account in time.
Article 18
