Innuovo Technology Co.Ltd(000795)
Foreign investment management system
(revised in March 2022)
Chapter I General Provisions
Article 1 in order to strengthen the foreign investment management of Innuovo Technology Co.Ltd(000795) (hereinafter referred to as “the company”) and its holding subsidiaries, ensure the preservation and appreciation of the foreign investment of the company and its holding subsidiaries, and maintain the overall image of the company and the legitimate rights and interests of all shareholders, in accordance with the company law of the people’s Republic of China (hereinafter referred to as “the company law”) and other laws, regulations, departmental rules This system is formulated in accordance with the relevant provisions of normative documents and the articles of association.
Article 2 the term “foreign investment” as mentioned in this system refers to the company and its holding subsidiaries making a certain amount of monetary capital, equity, appraised physical or intangible assets and other properties permitted by law as capital contribution to foreign investment in various forms in order to obtain future income.
Article 3 the company’s foreign investment can be divided into short-term investment and long-term investment according to the length of the investment period: short-term investment mainly refers to the investment purchased by the company that can be realized at any time and held for no more than one year (including one year), including various stocks, bonds, funds, dividend insurance, etc;
Long term investment mainly refers to various investments with an investment period of more than one year that cannot be realized at any time or are not ready to be realized, including bond investment, equity investment and other investments. Including but not limited to the following types:
(I) enterprises independently established by the company or business projects independently funded by the company;
(II) the company invests to establish joint ventures, cooperative companies or development projects with other domestic and foreign independent legal entities and natural persons;
(III) participating in other domestic and foreign independent legal entities;
(IV) leasing of operating assets, entrusted operation or joint operation with others.
Article 4 the purpose of establishing this system is to establish an effective internal control mechanism to control the risk of the company and its holding subsidiaries in the process of organizing resources, assets, investment and other business operations, ensure the safety and profitability of capital operation, and improve the anti risk ability of the company.
Article 5 principles of foreign investment
(I) must comply with national laws and regulations, departmental rules, normative documents and the provisions of the articles of Association;
(II) it must meet the requirements of the company’s medium and long-term development plan and main business development;
(III) we must adhere to the principle of giving priority to benefits.
Chapter II examination and approval authority for foreign investment
Article 6 the company’s foreign investment shall be subject to professional management and level by level examination and approval system.
Article 7 the examination and approval of the company’s foreign investment shall be carried out in strict accordance with the relevant national laws and regulations, the articles of association, the rules of procedure of the general meeting of shareholders, the rules of procedure of the board of directors and other authorities. If the foreign investment is a related party transaction, it shall be implemented in accordance with the decision-making procedures of the company’s related party transaction decision-making system.
Article 8 the general meeting of shareholders of the company is the highest decision-making body of the company’s foreign investment; The board of directors shall decide the company’s foreign investment within the scope specified in relevant laws and regulations and the articles of association or authorized by the general meeting of shareholders. For foreign investment beyond the approval authority of the board of directors specified in relevant laws and regulations and the articles of association, the board of directors shall put forward a plan and submit it to the general meeting of shareholders for approval.
Article 9 before the board of directors or the general meeting of shareholders deliberates on foreign investment, the company shall provide all directors or shareholders with the feasibility study report or other relevant materials of the proposed investment project so that they can make reasonable decisions. Article 10 when the general meeting of shareholders or the board of directors makes a resolution on an investment matter, the shareholders or directors who have an interest in the investment matter shall withdraw from voting.
Article 11 the company shall make prudent decisions to use its own funds for securities investment, entrusted financial management or investment in futures, options, warrants and other derivative products based on stocks, interest rates, exchange rates and commodities. After careful consideration, if the company still decides to carry out the above-mentioned investment, it shall be deliberated and approved by the board of directors or the general meeting of shareholders of the company, and the approval power of entrusted financial management shall not be delegated to the individual directors or management of the company.
Article 12 the holding subsidiaries of the company shall not make decisions on foreign investment by themselves. If foreign investment is really necessary, it must be reported to the board of directors or the general meeting of shareholders for deliberation and approval before investment.
Chapter III Organization of foreign investment management
Article 13 the general meeting of shareholders and the board of directors of the company are the decision-making bodies of the company’s foreign investment, and each makes decisions on the company’s foreign investment within its scope of authority. Any other department or individual has no right to make decisions on foreign investment.
Article 14 the company establishes a special leading group according to different foreign investment projects, which is responsible for coordinating, coordinating and organizing the investigation, analysis and research of foreign investment projects, and providing investment basis and suggestions for the decision-making of the board of directors and the general meeting of shareholders.
Article 15 the company may, according to the actual needs, decide the relevant departments to be responsible for the information collection, sorting and preliminary evaluation of foreign investment projects, and put forward investment suggestions.
Article 16 the Finance Department of the company is responsible for the financial management of foreign investment, and is responsible for cooperating with relevant parties to handle capital contribution procedures, tax registration, bank account opening, etc.
Article 17 the general manager of the company is the main person in charge of the implementation of foreign investment. He is responsible for planning, organizing and monitoring the implementation of people, finance and materials of investment projects, timely reporting the investment progress to the board of directors and putting forward adjustment suggestions, so as to facilitate the board of directors and the general meeting of shareholders to adjust the investment decision in time.
Chapter IV decision making and management of foreign investment
Section I short term investment
Article 18 the company’s short-term investment decision-making procedures:
(I) the board of directors of the company shall appoint relevant departments of the company to be responsible for pre selecting investment opportunities and investment objects for short-term investment according to the actual needs, and preparing short-term investment plans according to the profitability of the investment objects;
(II) the finance department is responsible for providing the company’s financial status such as capital flow;
(III) the short-term investment plan shall be implemented after performing the approval procedures according to the relevant approval authority.
Article 19 the finance department shall be responsible for timely registration and entry according to the category, quantity, unit price, accrued interest and purchase date of short-term investment, and carry out relevant accounting treatment.
Article 20 where securities investment is involved, a strict joint control system must be implemented, that is, at least two or more personnel shall operate together, 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. The deposit or withdrawal of any investment assets must be signed by two persons who restrict each other.
Article 21 the short-term securities purchased by the company must be recorded in the name of the company on the day of purchase.
Article 22 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.
Section II long term investment
Article 23 relevant departments of the company shall conduct preliminary evaluation on the implementation of investment projects according to their respective responsibilities, prepare feasibility study reports and relevant letters of intent for cooperation, submit them to the strategy committee of the board of directors after preliminary review by the special leading group for foreign investment, and the strategy committee of the board of directors shall evaluate the feasibility study report and make prudent judgment, Decide whether it can be submitted to the board of directors or the general meeting of shareholders for deliberation.
Article 24 for foreign investment projects approved by the board of directors or the general meeting of shareholders, the general manager of the company shall be authorized to organize relevant departments to implement them, and be responsible for the operation and management of foreign investment projects.
Article 25 a long-term investment project shall sign an investment contract or agreement with the investee and can be formally signed only after being approved by the authorized decision-making body.
Article 26 The Finance Department of the company is responsible for cooperating with the authorized departments and personnel to invest cash, equity, physical or intangible assets according to the provisions of the long-term investment contract or agreement. The physical delivery procedures must be handled for the input of physical objects, which shall be approved by the physical use department and the management department.
Article 27 for major investment projects, the board of directors may employ experts or intermediaries to conduct feasibility analysis and demonstration.
Chapter V recovery and transfer of foreign long-term investment
Article 28 in case of any of the following circumstances, the company may recover the foreign investment according to law: (I) according to the articles of association / partnership agreement / relevant contract of the investment project (enterprise), the operation of the investment project (enterprise) expires;
(II) due to the poor management of the investment project (enterprise), it is unable to repay the due debts, and it is bankrupt according to law; (III) the project (enterprise) cannot continue to operate due to force majeure;
(IV) other circumstances of termination of investment stipulated in the foreign investment contract occur or occur.
Article 29 in case of any of the following circumstances, the company may transfer the equity of foreign investment:
(I) the investment project has obviously gone against the business direction of the company;
(II) the investment project has suffered continuous losses and there is no hope of turning around the losses, and there is no market prospect;
(III) when supplementary funds are urgently needed due to insufficient operating funds;
(IV) other circumstances deemed necessary by the company.
Article 30 the recovery and transfer of foreign investment must comply with the relevant provisions of the company law, the stock listing rules of Shenzhen Stock Exchange, the articles of association and other laws and regulations to prevent the loss of the company’s assets. Chapter VI personnel management of foreign investment
Article 31 when the company invests abroad to establish a cooperative or joint venture company, it shall send directors and supervisors elected through legal procedures to participate in and influence the operation decisions of the new company.
Article 32 for a holding subsidiary established by foreign investment, the company shall send a chairman elected through legal procedures and corresponding operation and management personnel (including the chief financial officer) to play an important role in the operation and decision-making of the holding company.
Article 33 the selection of personnel dispatched by the company for foreign investment shall be studied and decided by the general manager’s office meeting of the company. Article 34 The dispatched personnel shall earnestly perform their duties in accordance with the provisions of the company law and the articles of association, safeguard the interests of the company according to law in the operation and management activities of the newly established company, and realize the preservation and appreciation of the company’s investment.
Article 35 dispatched personnel shall accept the assessment indicators issued by the company, submit an annual work report to the company and accept the inspection of the company.
Article 36 the general manager of the company shall organize the annual and term assessment of the dispatched personnel, and the company shall reward or punish the relevant personnel according to the assessment results.
Chapter VII financial management and audit of foreign investment
Article 37 for a holding subsidiary established by foreign investment, the accounting policies, accounting estimates and changes adopted in its accounting and financial management shall comply with the enterprise financial accounting system and its relevant provisions.
Article 38 a holding subsidiary shall submit financial and accounting statements to the financial 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 39 the chief financial officer of the company or the dispatched chief financial officer shall supervise the authenticity and legality of the financial situation of the holding subsidiary.
Article 40 the company shall conduct regular or special audits on its holding subsidiaries, and the specific operation shall refer to the relevant provisions of the company’s internal audit system.
Chapter VIII information disclosure of foreign investment
Article 41 the company’s foreign investment shall perform the obligation of information disclosure in strict accordance with the relevant provisions of the CSRC, Shenzhen Stock Exchange, the articles of association and so on.
Article 42 relevant departments and subsidiaries of the company shall actively cooperate with the Secretary of the board of directors and the office of the board of directors to do a good job in the information disclosure of foreign investment.
Article 43 prior to the disclosure of foreign investment matters by the company, relevant insiders have the responsibility and obligation of confidentiality.
Chapter IX supplementary provisions
Article 44 matters not covered in this system shall be implemented in accordance with relevant laws and regulations, departmental rules, normative documents and the articles of association.
Article 45 the board of directors of the company shall be responsible for the interpretation of this system.
Article 46 this system shall be implemented from the date of deliberation and approval by the general meeting of shareholders of the company. If the relevant provisions of this system conflict with the relevant laws, regulations and rules promulgated or modified in the future and the articles of association modified according to the legal procedures, it shall be implemented in accordance with the provisions of relevant laws, regulations, rules and the articles of association, and the system shall be revised in time.
