Eaglerise Electric & Electronic (China) Co.Ltd(002922)
Foreign investment management system
(revised in March 2022)
Chapter I General Provisions
Article 1 in order to strengthen the management of Eaglerise Electric & Electronic (China) Co.Ltd(002922) (hereinafter referred to as “the company”) foreign investment, standardize the company’s foreign investment behavior, improve investment efficiency, avoid the risks brought by investment, use funds reasonably and effectively and maximize the time value of funds, 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 securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), the Eaglerise Electric & Electronic (China) Co.Ltd(002922) articles of Association (hereinafter referred to as the “articles of association”) and other relevant provisions.
Article 2 the amount of the company’s foreign investment or the amount of the company’s foreign investment that will be made after the evaluation refers to the amount of the company’s foreign investment in the form of a certain amount of money. 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 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 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 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 (foreign) independent legal entities and natural persons;
(III) participating in other domestic (foreign) independent legal entities;
(IV) leasing of operating assets, entrusted operation or joint operation with others.
Article 4 basic principles to be followed in investment management: the company’s investment shall comply with national laws and regulations and national industrial policies; Comply with the provisions of the articles of association and other corporate governance systems; Comply with relevant regulations of government regulatory authorities; Comply with the company’s development strategy and planning requirements, reasonably allocate enterprise resources and create good economic benefits; At the same time, we must pay careful attention to 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. The holding subsidiary referred to in this system refers to the company or other entities that the company can control or actually control.
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 approval of the company’s foreign investment shall be carried out in strict accordance with the company law and other relevant laws and regulations, as well as the authority specified in the articles of association, rules of procedure of the general meeting of shareholders, rules of procedure of the board of directors and working rules of the general manager.
Article 8 the general meeting of shareholders, the board of directors and the general manager’s office meeting 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 9 if the transactions of the company (except the company’s receiving cash assets and obtaining debt relief) meet one of the following standards, the company shall not only disclose them in time, but also submit them to the general meeting of shareholders for deliberation:
(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 prevail;
(II) the net assets involved in the subject matter of the transaction (such as equity) account for more than 50% of the latest audited net assets of the listed company, and the absolute amount exceeds 50 million yuan. If the net assets involved in the transaction have both book value and assessed value, the higher one shall prevail;
(III) 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;
(IV) 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;
(V) 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;
(VI) 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.
For transactions that meet the above standards, if the subject matter of the transaction is the equity of the company, the company shall employ a qualified accounting firm to audit the financial and accounting report of the subject matter of the transaction in the latest year, and the audit deadline shall not exceed 6 months from the signing date of the agreement;
If the subject matter of the transaction is other assets other than equity, the company shall hire a qualified asset appraisal institution to conduct the appraisal, and the benchmark date shall not exceed one year from the signing date of the agreement.
Article 10 the board of directors may consider and approve transactions that meet the following conditions (including foreign investment, acquisition and sale of assets, entrusted financial management, etc.):
(I) the total assets involved in the transaction account for more than 10% 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 prevail;
(II) the net assets involved in the subject matter of the transaction (such as equity) account for more than 10% of the company’s latest audited net assets, and the absolute amount exceeds 10 million yuan. If the net assets involved in the transaction have both book value and assessed value, the higher one shall prevail;
(III) 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;
(IV) the related net profit of 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;
(V) the transaction amount of the transaction (including the debts and expenses undertaken) accounts for more than 10% of the company’s latest audited net assets, and the absolute amount exceeds 10 million yuan;
(VI) 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.
If the data involved in the above index calculation is negative, take its absolute value for calculation.
Chapter III Organization and management of foreign investment
Article 11 the strategy committee of the board of directors of the company is a special deliberative body of the board of directors of the company, which is responsible for coordinating, coordinating and organizing the analysis and research of foreign investment projects, and providing suggestions for decision-making.
Article 12 the general manager is the leader of the company’s investment review team and the main person responsible for the implementation of the company’s foreign investment. He is mainly responsible for collecting, sorting and preliminary evaluation of new investment projects, establishing a project database after screening and putting forward investment suggestions.
Article 13 the investment review group shall participate in the research and formulation of the company’s development strategy, evaluate, review and put forward suggestions on major investment projects; Be responsible for pre selection, planning, demonstration and preparation of the company’s external capital construction investment, production and operation investment, equity investment, leasing, property right transaction, asset reorganization and other projects.
Article 14 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, industrial and commercial registration, tax registration, bank account opening, etc.
Article 15 the legal adviser of the company is responsible for the legal review of agreements, contracts, important relevant letters and articles of association of foreign investment projects.
Chapter IV transfer and recovery of foreign investment
Article 16 in case of any of the following circumstances, the company may recover its foreign investment:
(I) according to the articles of association, 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 investment termination specified in the contract occur or occur.
Article 17 the company may transfer its foreign investment under any of the following circumstances:
(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 18 the transfer of investment shall be handled in strict accordance with the provisions of the company law and the articles of association on the transfer of investment. The disposal of foreign investment must comply with the relevant provisions of relevant national laws, regulations and normative documents. Article 19 the procedures and authorities for approving the disposal of foreign investment are the same as those for approving the implementation of foreign investment.
Article 20 the finance department is responsible for the asset evaluation of investment recovery and transfer to prevent the loss of the company’s assets.
Chapter V supplementary provisions
Article 21 matters not covered in this system shall be implemented in accordance with national laws, regulations, normative documents and the relevant provisions of the articles of association. If the system is inconsistent with the relevant provisions of laws, regulations, other normative documents and the articles of association, the provisions of relevant laws, regulations, other normative documents and the articles of association shall prevail. Article 22 the power of interpretation of this system belongs to the board of directors.
Article 23 the system shall come into force as of the date of deliberation and approval by the general meeting of shareholders, and the same shall be true for modification.
Eaglerise Electric & Electronic (China) Co.Ltd(002922) March 18, 2002
