Jiangxi Sanxin Medtec Co.Ltd(300453)
Foreign investment management system (March 2022)
Chapter I General Provisions
Article 1 in order to strengthen the internal control of Jiangxi Sanxin Medtec Co.Ltd(300453) (hereinafter referred to as “the company”) foreign investment activities, standardize foreign investment behavior, prevent foreign investment risks, ensure the safety of foreign investment and improve the efficiency of foreign investment, This system is formulated in accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”) and the Jiangxi Sanxin Medtec Co.Ltd(300453) 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 behavior of investing disposable resources such as cash, physical goods and intangible assets to other organizations or individuals in order to realize the strategy of expanding the scale of production and operation and achieve the purpose of obtaining long-term income, including but not limited to:
(I) equity investment in newly established enterprises solely invested or jointly invested with others;
(II) additional investment to invested companies;
(III) carry out joint venture, joint venture, merger or equity acquisition and transfer with other units.
This system is not applicable to the company’s securities investment activities such as stocks and bonds.
Article 3 all foreign investment activities of the company shall comply with relevant national regulations and industrial policies, comply with the company’s long-term development plan and development strategy, be conducive to expanding its main business, expanding reproduction, be conducive to the sustainable development of the company and improve the overall economic benefits of the company.
Article 4 in principle, the company’s foreign investment shall be carried out centrally by the company’s headquarters. If it is necessary for a subsidiary to make foreign investment, it shall be approved by the parent company in advance.
Chapter II investment decision
Article 5 except for the foreign investment matters that need to be deliberated by the board of directors or the general meeting of shareholders, other foreign investment matters shall be approved by the chairman or vice chairman of the company.
Article 6 if the company’s foreign investment meets one of the following standards, it shall be deliberated by the board of directors:
The decision-making authority of the board of directors on non related party transactions is as follows:
(I) if the total assets involved in the transaction are less than 50% of the company’s total assets audited in the latest period, and the total assets involved in the transaction have both book value and assessed value, the higher one shall be taken as the calculation data;
(II) the relevant operating income of the transaction object (such as equity) in the latest fiscal year is less than 50% of the audited operating income of the company in the latest fiscal year, or the absolute amount is less than 50 million yuan;
(III) the relevant net profit of the transaction object (such as equity) in the latest fiscal year is less than 50% of the audited net profit of the company in the latest fiscal year, or the absolute amount is less than 5 million yuan;
(IV) the transaction amount (including debts and expenses) of the transaction is less than 50% of the company’s latest audited net assets, or the absolute amount is less than 50 million yuan;
(V) the profit generated from the transaction is less than 50% of the audited net profit of the company in the latest fiscal year, or the absolute amount is less than 5 million yuan.
If the data involved in the above index calculation is negative, take its absolute value for calculation.
The decision-making authority of the board of directors on related party transactions is as follows:
(I) related party transactions with related natural persons with an amount of more than 300000 yuan, less than 30 million yuan or less than 5% of the absolute value of the company’s latest audited net assets, and related party transaction agreements with the same subject matter or the cumulative amount of related party transactions reached between the company and the same related natural person within 12 consecutive months that meet the above conditions;
(II) related party transactions with related legal persons with an amount of more than 3 million yuan and accounting for more than 0.5% of the absolute value of the company’s latest audited net assets, less than 30 million yuan or less than 5% of the absolute value of the company’s latest audited net assets, And the related party transaction agreement between the company and the related legal person on the same subject matter or the cumulative amount of related party transactions reached between the company and the same related legal person within 12 consecutive months that meet the above conditions. Article 7 if the company’s foreign investment meets one of the following standards, it shall be submitted to the general meeting of shareholders for deliberation after deliberation by the board of directors:
(I) the total assets involved in the transaction account for more than 50% 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;
(II) the relevant operating income of 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; (III) the related net profit of 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;
(IV) the transaction amount (including debts and expenses) of the transaction accounts for more than 50% of the company’s latest audited net assets, and the absolute amount exceeds 50 million yuan;
(V) the profit generated from the transaction 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.
If the data involved in the above index calculation is negative, take its absolute value for calculation.
Article 8 similar foreign investment transactions related to the transaction subject matter of the company within 12 months shall be calculated cumulatively, and the accumulated amount mentioned above shall be determined for the deliberation of foreign investment matters.
If the above foreign investment transaction has fulfilled relevant obligations, it will not be included in the relevant cumulative calculation scope. Article 9 when a company invests abroad to establish a limited liability company or a joint stock limited company, the decision-making procedures for foreign investment shall be applied based on the total amount of capital contribution agreed in the agreement.
Article 10 if foreign investment belongs to related party transactions, it shall be implemented in accordance with the decision-making authority of the company on related party transactions.
Article 11 for foreign investment by subsidiaries, in addition to this system, other relevant regulations of the company shall also be implemented.
Article 12 before the general meeting of shareholders, the board of directors or the chairman (vice chairman) decide on foreign investment, the relevant departments of the company shall first report to the securities investment department for research and put forward suggestions, and then provide the feasibility study report and relevant materials of the proposed investment project to the chairman (vice chairman), the board of directors and the general meeting of shareholders level by level according to the situation of the project, so that they can make decisions.
Chapter III post Division
Article 13 the Securities Investment Department of the company shall organize relevant departments and external institutions (if necessary) to conduct feasibility study and evaluation on the company’s foreign investment projects.
(I) before the project is approved, the scale and scope of the company’s current business development, the project, industry, time and expected investment income of foreign investment shall be fully considered; Secondly, we should investigate the investment projects and collect relevant information; Finally, analyze and discuss the collected information and put forward investment suggestions, which shall be reported to the board of directors or the chairman (vice chairman) of the company for project filing.
(II) after the project is approved, an investment project evaluation team can be established to analyze and evaluate the feasibility of the approved investment projects, and qualified intermediaries can be hired to participate in the evaluation. During the evaluation, we should fully consider various national regulations on foreign investment and ensure compliance with the company’s internal rules and regulations, so that all foreign investment activities can be carried out under legal procedures.
Article 14 the financial department of the company is responsible for the financial management of foreign investment projects. Foreign investment projects of the company
After confirmation, the financial department of the company shall be responsible for raising funds, cooperating with relevant departments to go through the formalities of capital contribution, industrial and commercial registration, tax registration, bank account opening, etc., and implement a strict borrowing, approval and payment system.
Article 15 the administrative department of the company is responsible for the administrative affairs management of the company’s foreign investment projects. Company audit
The Department is responsible for the audit of foreign investment projects.
Article 16 the company’s legal personnel and external legal advisers are responsible for the compliance of the company’s foreign investment projects
examination. The securities investment department shall designate special personnel to be responsible for the custody of various resolutions, contracts, agreements and foreign investment equity certificates formed in the process of investment, and establish detailed archives and records. Unauthorized persons shall not have access to the certificate of interest.
Chapter IV Execution Control
Article 17 the resolutions of the general meeting of shareholders and the board of directors of the company are passed or the chairman (vice chairman) decides to make external decisions
After the implementation plan of the investment project, the investment time, amount, method and responsible personnel shall be specified. The change of the implementation plan of foreign investment projects must be re examined and approved by the general meeting of shareholders, the board of directors or the chairman (vice chairman) of the company accordingly.
Article 18 after the foreign investment project is approved, the authorized department or personnel shall implement the foreign investment plan, sign contracts and agreements with the invested unit, and implement the specific operation activities of property transfer. Before signing the investment contract or agreement, the investment fund shall not be paid or the transfer of investment assets shall not be handled; After the investment is completed, the investment certificate or other valid certificates issued by the investee shall be obtained.
Article 19 Where the company uses physical or intangible assets for foreign investment, its assets shall be subject to relevant
The assets appraisal institution with relevant qualifications shall conduct the appraisal, and the appraisal results must be decided by the general meeting of shareholders, the board of directors or the chairman (vice chairman) before making external capital contributions.
Article 20 after the implementation of foreign investment projects, the company shall assign property rights representatives to the invested enterprises as needed, such as shareholder representatives, directors, supervisors, financial directors or other senior managers, so as to track and manage the investment projects, timely grasp the financial status and operation of the invested units, and find abnormal conditions, Report to the chairman (vice chairman) or general manager in time and take corresponding measures.
Article 21 the financial department of the company shall strengthen the control of the income from foreign investment. The interest, dividend and other income obtained from foreign investment shall be incorporated into the company’s accounting system, and it is strictly prohibited to set up off book accounts. Article 22 the financial department of the company shall regularly and irregularly check relevant investment accounts with the invested unit to ensure the correctness of investment business records and the safety and integrity of foreign investment.
Article 23 the securities investment department shall strengthen the management of relevant foreign investment archives and ensure the safety and integrity of various resolutions, contracts, agreements, foreign investment equity certificates and other documents.
Chapter V investment disposal
Article 24 the company shall strengthen the control over the asset disposal of foreign investment projects. The recovery, transfer and write off of foreign investment must be implemented in accordance with the amount limit specified in this system and relevant systems, and only after the resolution of the general meeting of shareholders and the board of directors or the decision of the chairman (vice chairman) of the company.
Article 25 when the company terminates its foreign investment project, it shall conduct a comprehensive inventory of the property, creditor’s rights and debts of the invested unit in accordance with the relevant provisions of the state on enterprise liquidation; In the process of liquidation, attention should be paid to whether there are any acts of withdrawing and transferring funds, private division and disguised private division of assets, indiscriminate payment of bonuses and subsidies; After the liquidation, attention shall be paid to whether all assets and creditor’s rights are recovered in time and the entry procedures have been handled.
Article 26 when writing off foreign investment, the company shall obtain legal documents and supporting documents that cannot recover the investment due to the bankruptcy of the invested unit and other reasons.
Article 27 the financial department of the company shall carefully review the approval documents, meeting minutes, asset recovery list and other relevant materials related to the disposal of foreign investment assets, and timely carry out the accounting treatment of the disposal of foreign investment assets in accordance with the regulations to ensure the authenticity and legality of the disposal of assets.
Chapter VI tracking and supervision
Article 28 the board of supervisors and the audit committee of the company exercise the right to supervise and inspect foreign investment activities. Article 29 the contents of the supervision and inspection of the Audit Committee on foreign investment activities mainly include:
(I) implementation of investment authorization and approval system. Focus on checking whether the authorization and approval procedures for foreign investment business are sound and whether there is ultra vires approval.
(II) legality of investment plan. Focus on checking whether there is illegal foreign investment.
(III) custody of approval documents, contracts, agreements and other relevant legal documents for investment activities. (IV) accounting of investment projects. Focus on checking whether the original vouchers are true, legal, accurate and complete, whether the accounting subjects are used correctly, and whether the accounting is accurate and complete.
(V) use of investment funds. Focus on checking whether the funds are used according to the planned purpose and budget, and whether there is extravagance, waste, misappropriation and misappropriation of funds in the use process.
(VI) custody of investment assets. Focus on checking whether there are discrepancies between accounts and facts.
(VII) investment disposal. Focus on checking whether the approval procedure for investment disposal is correct and whether the process is true and legal.
Chapter VII supplementary provisions
Article 30 the terms “above”, “within” and “below” in this system include this number; “More than”, “outside”, “less than” and “more than” do not include this number.
Article 31 in case of any conflict between this system and relevant laws, administrative regulations, departmental rules or other normative documents, relevant laws, administrative regulations, departmental rules or other normative documents shall prevail.
Article 32 the power of interpretation of this system belongs to the board of directors of the company.
Article 33 the system shall come into force and be implemented after being approved by the general meeting of shareholders.
