Zhongshan Public Utilities Group Co.Ltd(000685) management system
Document name: Investment Management System
Document No.: gc03 032021
(Revised)
(reviewed and approved at the 13th meeting of the 6th board of directors of the company on October 27, 2012, revised at the 7th extraordinary board meeting of the company in 2013 on October 18, 2013, reviewed and approved at the 1st extraordinary board meeting of the company in 2018 on February 28, 2018, and approved at the 10th extraordinary board meeting of the company in 2018 on September 25, 2018) Revised, reviewed and approved at the 14th interim board meeting of the company in 2019 on December 23, 2019, and reviewed and approved at the 3rd interim meeting of the 10th board of directors in 2022.)
1 Scope
The system specifies Zhongshan Public Utilities Group Co.Ltd(000685) investment management system, principles of investment project demonstration, approval procedures, supervision and management of investment projects, etc.
The system is applicable to Zhongshan Public Utilities Group Co.Ltd(000685) (hereinafter referred to as “the company”) and its wholly-owned subsidiaries (hereinafter referred to as “the subsidiaries”). Enterprises with actual control of the company shall formulate investment management measures with reference to this system. 2 terms and definitions
2.1 foreign investment projects
Foreign investment mainly refers to foreign investment projects matching the company’s strategic development direction, including but not limited to urban water supply and treatment, water environment treatment, industrial wastewater treatment, waste incineration, environmental sanitation, sludge treatment and disposal, resource recycling, industrial solid waste treatment and disposal, new energy and other industries. According to whether bidding is required, it is divided into bidding projects and non bidding projects.
2.1.1 external bidding projects
Projects that need to be obtained through bidding, such as BOT (construction operation transfer), tot (transfer operation transfer), PPP (public-private cooperation system), EPC, entrusted operation and other projects, including competitive procurement projects that need to submit materials or schemes.
2.1.2 non foreign bidding projects
Projects obtained without bidding, such as agreement transfer, capital increase and share expansion, new subsidiaries of the group, etc.
2.2 internal investment projects
It refers to the engineering construction investment, purchase of fixed assets and investment in intangible assets carried out by the company and its subordinate units to meet the needs of production and operation.
2.3 consortium bidding
The act of forming a consortium with other legal persons or organizations to jointly bid as a bidder. 2.4 non binding quotation
It refers to the quotation without legal constraints, which is generally a preliminary quotation.
2.5 Investment Review Committee (hereinafter referred to as “the investment committee”)
The investment committee is the professional demonstration organization of the company’s major investment projects and the decision-making and advisory body of the general economic office. The investment committee consists of 5-7 members (odd number), including the general manager, the leader in charge of investment, the person in charge of the financial center, relevant technical experts of the company and the legal affairs of the company. Among them, the general manager is the director of the investment committee, and the other members are the standing members of the investment committee. According to the professional direction of the investment project, if necessary, 1-2 experts in relevant fields can be invited to serve as expert consultants (temporary members) of the investment committee. throw
The committee meeting can be held only when at least 2 / 3 of the members attend the meeting. The voting of the investment committee shall be conducted by open ballot, with one person and one vote. The project can be passed only after the affirmative vote reaches more than 2 / 3 of all members.
2.6 Risk Control Committee (hereinafter referred to as “risk control committee”)
The risk control committee is the risk control organization of the company’s foreign investment projects. The members of the risk control committee are 5-7 (odd number),
Provide review opinions for the decision-making of the board of directors. It is composed of the chairman of the board of supervisors, the leader in charge of finance, the Secretary of the board of directors, the person in charge of the operation center and the person in charge of the audit risk control center. Among them, the chairman of the board of supervisors is the director of the risk control committee, and the other members are the standing members of the risk control committee. If necessary, 1-2 experts in relevant fields can be invited as expert consultants (temporary members) of the risk control committee. The person in charge of the audit risk control center is responsible for the daily work of the risk control committee. The risk control committee meeting can be held only when at least 2 / 3 of the members attend the meeting. The risk control committee shall vote by open ballot, with one person and one vote. The project can be passed only after the affirmative vote reaches more than 2 / 3 of all members.
2.7 investment project team
The investment project team is a working group set up for external investment projects.
2.8 centralized management department
The functional departments related to post investment management are the centralized management departments of the company.
2.9 enterprises with actual control
The holding enterprise of the company (i.e. absolute control of shareholding ratio) and the direct or indirect shareholding ratio do not exceed 50%, but
The company is the largest shareholder and can actually control the enterprise through shareholder agreement, articles of association, resolution of the board of directors or other agreements.
3 management responsibilities
All functional departments and subordinate companies of the group need to fully support and cooperate with the investment work of the group and participate in due diligence and other work when necessary.
3.1 Investment Committee
3.1.1 review the company’s investment projects and provide professional demonstration opinions on project feasibility for decision-making (including but not limited to opinions on strategy, technology, finance, etc.).
3.1.2 review issues related to the company’s investment control and put forward suggestions to the general economic office.
3.1.3 the decision-making related documents involved in the investment committee shall be in the charge of the project initiating department.
3.2 risk control committee
3.2.1 exercise risk assessment and control functions for the company’s foreign investment projects.
3.2.2 analyze the risk points of the proposed investment project and put forward specific solutions and suggestions.
3.2.3 review issues related to the company’s risk control, monitor the risk management status of the company’s existing investment projects, and put forward suggestions to the board of directors.
3.2.4 the audit risk control center is responsible for the decision-making related documents involved in the risk control committee.
3.3 Party committee
Pre investment items are considered.
3.4 Investment Center
3.4.1 be responsible for the expansion of the company’s investment projects in new fields and M & A of foreign projects, and organize and implement approved foreign investment projects.
3.4.2 be responsible for the construction and management of the company’s investment system.
3.4.3 supervise and manage the investment of subordinate companies, assist in due diligence, etc.
3.4.4 be responsible for reporting and organizing application materials for investment projects that need to be included in the project library management of Zhongshan SASAC as required. 3.4.5 cooperate with the company and relevant superior departments in the supervision and management of post evaluation of investment projects.
3.4.6 be responsible for the preparation of the company’s annual foreign investment plan.
3.5 financial center
3.5.1 participate in the financial analysis, investment value judgment and financial risk assessment of the company’s investment plan and investment projects.
3.5.2 provide financial information required for foreign investment.
3.5.3 participate in the coordination and post investment evaluation of investment projects.
3.6 operation center
3.6.1 participate in the review of the company’s investment projects and provide relevant feasibility opinions.
3.6.2 provide operation and other data required for foreign investment.
3.6.3 be responsible for the investment management of fixed assets and intangible assets.
3.6.4 docking and coordination with project companies and centralized control of the group after investment in the project.
3.6.5 participate in post investment evaluation of investment projects.
3.6.6 be responsible for the preparation of the company’s internal investment annual plan.
3.7 be responsible for the internal investment management of the company.
3.7 audit risk control center
3.7.1 identify, analyze and evaluate the risks of investment projects, and reveal the risks of investment projects.
3.7.2 organize post investment evaluation of foreign investment projects and internal investment projects.
3.7.3 provide legal support required for foreign investment.
3.8 subsidiaries
3.8.1 be responsible for the formulation of the annual internal and external investment project plan of the unit, and the implementation and management of investment projects.
3.8.2 for investment according to the regulations of this system and the authority of subordinate companies, those that should be reported shall be reported to the group company for approval. 3.8.3 provide relevant materials required for approval of foreign investment projects.
3.8.4 carry out specific implementation work for approved investment projects, including but not limited to listing, bidding, company establishment, contract signing, industrial and commercial tax registration and daily operation management arrangements.
3.8.5 cooperate with the company and relevant superior departments in the supervision and management of post evaluation of investment projects.
4. Management flow chart
The investment project management process shall be implemented with reference to 4.1, 4.2 and 4.3, and shall be adjusted according to the actual situation of the investment project.
4.1 flow chart of external bidding project management (Annex I)
4.2 management flow chart of non foreign bidding projects (Annex II)
4.3 internal project management flow chart (Annex III)
5 management requirements
5.1 basic principles for foreign investment projects
5.1.1 comply with national and provincial industrial policies and development plans;
5.1.2 comply with the company’s medium and long-term investment and development strategy and help to enhance the core competitiveness of the enterprise;
5.1.3 comply with the relevant provisions of this system;
5.1.4 strengthen the rigidity of main business management, and do not consider investing in non main business projects in principle;
5.1.5 the investment scale shall be compatible with the company’s asset scale, asset liability level and actual financing ability, and with the enterprise management ability and human resource allocation;
5.1.6 scientific and sufficient feasible research and other preliminary work have been carried out before the decision-making of the investment project;
5.1.7 aim at public projects, explore the profit model of sustainable development, and pay attention to the comprehensive return of the project;
5.1.8 strengthen project management, assessment and evaluation to ensure the expected income of the project.
5.2 foreign investment project management
5.2.1 non foreign bidding projects
5.2.1.1 project exploration: all departments and subordinate companies of the company can explore foreign investment projects for the company in the form of public market information, introduction of intermediaries, sorting and exploration of industry research, personal information and other forms, and put forward suggestions to the investment center. 5.2.1.2 project screening: according to the excavated projects, the investment center appoints specific personnel to conduct preliminary research and analysis, conduct internal discussion on the projects with investment opportunities and investment value, screen and judge the investment projects, and issue a preliminary analysis report.
5.2.1.3 establishment of investment project team: the investment project team is established after the project passes the screening. In order to encourage the active exploration of the project, generally, the project excavator acts as the project manager, which is finally determined by the leader in charge of investment. Members of the project team shall be nominated by the project manager, reviewed by the department head and approved by the leader in charge of investment. The members of the group include but are not limited to the personnel of investment, finance, legal affairs, technology and relevant business departments. When necessary, relevant external professionals and professional consulting institutions can be employed.
5.2.1.4 signing confidentiality agreement: signing confidentiality agreement documents as required, which shall be reviewed by department heads, jointly reviewed by legal affairs and approved by leaders in charge of investment.
5.2.1.5 preliminary review of the project: the project manager shall organize the on-site due diligence and prepare the preliminary due diligence report of the investment project (including but not limited to the project overview, equity, financial situation, operation and analysis conclusion), fill in the preliminary due diligence review form of the investment project (Annex IV), which shall be reviewed by the department head and approved by the investment leader in charge, Determine whether to follow up.
5.2.1.6 non binding quotation: after preliminary adjustment, depending on the negotiation with the other party, if necessary, non binding quotation can be provided to the counterparty after approval (or signing the letter of intent for investment cooperation), which shall be reviewed by the head of the Department, jointly reviewed by legal affairs (if relevant documents need to be sealed and issued), reviewed by the leader in charge of investment and approved by the general manager.
5.2.1.7 project initiation: the project team shall improve the preliminary analysis report of the project, which shall be submitted to the general office of the company for approval after being reviewed by the department head and the leader in charge of investment. For project initiation, the investment project initiation form (Annex V) shall be filled in.
5.2.1.8 project detailed due diligence: after the project is approved, the project team shall organize detailed and in-depth due diligence, hire a third-party intermediary to carry out due diligence and issue a third-party report as required.
5.2.1.9 preparation of feasibility study report: the project team prepares the feasibility study analysis report of the investment project after detailed investigation of the project (Annex VI).
5.2.1.10 project review: the project manager shall report the project situation to the investment committee, the general economic office and the risk control committee of the company (if there are modification opinions, the project manager shall organize to supplement and improve the feasibility study report), and issue the resolution of the general economic office and the risk control Committee after deliberation. After the project passes the review, fill in the investment project review form (Annex VII), which will be reviewed by the department head and the leader in charge of investment. 5.2.1.11 project approval: after the project passes the review, it shall be submitted to the board of directors / general meeting of shareholders for approval. The submitted documents include but are not limited to the feasibility study report, the formal report issued by the third-party intermediary, the decision of the investment committee, the general economic office, the risk control committee, etc. If the project is approved by the resolution of the board of directors / general meeting of shareholders, the investment project filing form (Annex VIII) shall be filled in and copied to the talent development center of the company after being reviewed by the department head and the leader in charge as the basis for performance appraisal.
5.2.1.12 establishment of wholly-owned or holding subsidiaries
5.2.1.12.1 for the establishment of wholly-owned or holding subsidiaries (including actual holding) of the main business, the relevant departments shall draft the establishment request for instructions, which shall be submitted to the chairman for approval after being reviewed by the general economic office.
5.2.1.12.2 for the establishment of a wholly-owned or holding (including actual holding) subsidiary that is not the main business, the relevant department shall draft the establishment request for instructions, which shall be reviewed by the general economic office and the chairman of the board of directors and submitted to the board of directors for approval.
5.2.2 bidding items
5.2.2.1 project screening: the investment project team collects project information and looks for investment opportunities. Analyze and judge the projects that meet the company’s investment standards.
5.2.2.2 bid registration: by the investment project team
