Inner Mongolia Tianshou Technology&Development Co.Ltd(000611)
Foreign investment management system
(approved by the board of directors on March 22, 2022)
Chapter I General Provisions
Article 1 in order to strengthen the centralized management of Inner Mongolia Tianshou Technology&Development Co.Ltd(000611) (hereinafter referred to as “the company”) foreign investment business, standardize investment behavior, establish an effective investment decision-making and operation mechanism, improve investment efficiency and avoid investment risks, This system is formulated in accordance with the company law of the people’s Republic of China, the stock listing rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and other laws, regulations and normative documents, as well as the relevant provisions of the Inner Mongolia Tianshou Technology&Development Co.Ltd(000611) company charter (hereinafter referred to as the “articles of association”) and in combination with the actual situation of the company.
Article 2 the term “foreign investment” as mentioned in this system refers to the company’s investment in various forms with a certain amount of monetary capital, evaluated physical assets such as houses, machinery, equipment and inventory, equity and intangible assets such as patent right, trademark right and land use right in order to obtain future income.
Article 3 the company’s foreign investment shall follow the following principles:
(I) comply with the national industrial policy, the company’s business purpose and the articles of Association;
(II) it is conducive to accelerating the sustainable and coordinated development of the company, improving the core competitiveness and overall strength, and promoting the maximization of shareholder value;
(III) it is conducive to promoting the effective allocation of resources, improving asset quality, preventing business risks, improving investment income and safeguarding shareholders’ rights and interests;
(IV) it is conducive to standardize operation according to law, improve work efficiency and implement management responsibilities;
(V) follow the principles of legality, prudence, safety and effectiveness, control investment risks and pay attention to investment benefits. Article 4 this system is applicable to the company, its wholly-owned subsidiaries and holding subsidiaries.
Chapter II management organization and decision-making authority of foreign investment
Article 5 foreign investment shall be subject to professional management and level by level examination and approval system.
Article 6 the chairman, the board of directors and the general meeting of shareholders are the decision-making bodies of various investment activities. Each decision-making body shall make decisions on the company’s investment activities in strict accordance with the articles of association, the rules of procedure of the general meeting of shareholders, the rules of procedure of the board of directors and the authorities specified in these measures.
(I) if the company’s overseas investment fails to meet the standards that need to be submitted to the general meeting of shareholders for approval, it shall be deliberated by the board of directors or the general manager according to their authority; Affiliated directors must avoid voting.
(II) unless otherwise specified in relevant laws and regulations or the articles of association and the system, the following foreign investment transactions of the company can be implemented only after being approved by the chairman of the company:
1. If the total assets involved in the transaction are less than 10% of the company’s total assets audited in the latest period, and the total assets involved in the transaction have both book value and evaluation value, the higher one shall be taken as the calculation data;
2. The relevant operating income of the transaction object (such as equity) in the latest fiscal year accounts for less than 10% of the audited operating income of the company in the latest fiscal year, or the absolute amount is less than 10 million yuan; 3. The relevant net profit of the transaction object (such as equity) in the latest fiscal year accounts for less than 10% of the audited net profit of the company in the latest fiscal year, or the absolute amount is less than 1 million yuan;
4. The transaction amount (including debts and expenses) of the transaction accounts for less than 10% of the company’s latest audited net assets, or the absolute amount is less than 10 million yuan;
5. The profit generated from the transaction accounts for less than 10% of the audited net profit of the company in the latest fiscal year, or the transaction with an absolute amount of less than 1 million yuan.
If the data involved in the above index calculation is negative, take its absolute value for calculation.
If the 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.
(III) if the company’s foreign investment transactions meet one of the following standards, they can be implemented only after being deliberated and approved by the board of directors of the company:
1. If the total assets involved in the transaction are less than 50% of the company’s latest audited total assets, 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;
2. 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 does not exceed 50 million yuan;
3. 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 does not exceed 5 million yuan;
4. 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 does not exceed 50 million yuan;
5. 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 does not exceed 5 million yuan.
If the data involved in the above index calculation is negative, take its absolute value for calculation.
If the 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.
(IV) if the company’s foreign investment transactions (except the company’s donated cash assets) meet one of the following standards, they shall be submitted to the general meeting of shareholders for deliberation after being deliberated and approved by the board of directors, and such foreign investment matters shall be disclosed in time:
1. 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;
2. 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;
3. 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;
4. 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;
5. 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.
When the subject matter of the transaction is “purchase or sale of assets”, the higher of the total assets and transaction amount shall be taken as the calculation standard, and the cumulative calculation shall be made within 12 consecutive months according to the type of transaction. If the cumulative calculation reaches 30% of the company’s latest audited total assets, the company shall timely disclose the relevant transaction matters and the audit report or evaluation report of the subject matter of the transaction in accordance with the listing rules, Submitted to the general meeting of shareholders for deliberation and approved by more than two-thirds of the voting rights held by the shareholders attending the meeting.
Those who have fulfilled relevant obligations in accordance with the provisions of the preceding paragraph shall not be included in the scope of relevant cumulative calculation.
For foreign investment by holding subsidiaries, in addition to complying with the system, other relevant regulations of the company shall also be implemented.
Article 7 where the company’s foreign investment involves related party transactions, the approval procedures shall be performed in accordance with the authority specified in the securities regulatory laws and regulations, the articles of association and the company’s related party transaction system.
Article 8 the strategy committee under the board of directors of the company is responsible for studying the long-term development strategy and major investment projects of the company and providing suggestions for the decision-making of the board of directors.
Article 9 the main responsibilities of the competent department of the company’s foreign investment business are:
(I) formulate the company’s foreign investment management system and work flow, and supervise the implementation;
(II) actively looking for investment projects and opportunities in the company’s strategic planning;
(III) undertake the demonstration and preliminary evaluation of foreign investment;
(IV) undertake the implementation management and daily management of investment projects.
Article 10 the board of supervisors of the company shall supervise the investment projects, put forward correction opinions on violations in time, put forward special reports on major problems, and submit them to the project investment management organization for discussion and handling.
Chapter III evaluation, demonstration, decision-making and implementation management of foreign investment
Article 11 The competent department of foreign investment business shall screen, collect external data and preliminarily evaluate the investment suggestions put forward by the company’s shareholders, directors, senior managers, relevant departments and wholly-owned and holding subsidiaries. Article 12 after the establishment of the company’s foreign investment project, a feasibility study report shall be prepared and reviewed. Article 13 major investment projects shall be submitted to the review team for review. If necessary, organize an expert group composed of relevant technical experts, legal experts, capital operation experts and project management experience to conduct external review and make external review opinions, or hire experts or intermediaries to conduct feasibility analysis and demonstration.
Article 14 foreign investment projects shall be submitted to the competent authorities for examination and approval after being reviewed and approved. Among them, investment projects that need to be approved by relevant state departments shall be submitted for approval according to regulations.
Article 15 for an investment project approved, a project implementation plan shall be formulated.
Article 16 If an investment project needs to add content and additional investment, the implementation subject must submit an application, analyze and explain the relevant situation and reasons in detail, and perform the approval procedures according to the original decision-making procedures of the project. No other unit or individual has the right to approve the addition of project content and pursue investment.
Article 17 The competent department of foreign investment business shall supervise the implementation progress of investment projects, and report to the board of directors of the company in time if any abnormality is found in the investment projects.
The company conducts annual assessment on the implementation effect of investment projects.
Chapter IV financial management and audit of foreign investment
Article 18 the financial departments of the company and its wholly-owned and holding subsidiaries shall keep complete accounting records and conduct detailed accounting for the company’s foreign investment activities. The accounting method of foreign investment shall comply with the provisions of the accounting standards for enterprises and the accounting system.
Article 19 the financial department of the company and its wholly-owned and holding subsidiaries shall obtain the financial report of the invested unit according to the needs of analysis and management, so as to analyze the financial status and investment return of the invested unit.
Article 20 the invested unit shall regularly submit financial statements and provide accounting materials to the competent financial department of the company as required.
Article 21 the company shall conduct regular or special audits on investment projects.
Chapter V transfer and recovery of foreign investment
Article 22 the company may recover its foreign investment in any of the following circumstances:
(I) the operation period of the investment project (enterprise) expires in accordance with the provisions of the contract and agreement;
(II) the enterprise cannot repay its debts due to poor investment (II) according to law; (III) the investment project (enterprise) cannot continue to operate due to force majeure;
(IV) other circumstances under which the investment is terminated under the contract.
Article 23 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 suffers continuous losses and has no market prospect;
(III) there is an urgent need for supplementary funds due to the lack of their own operating funds;
(IV) other reasons deemed necessary by the company.
Article 24 the procedures and authorities for approving the disposal of foreign investment are the same as those for approving the implementation of foreign investment.
Chapter VI Information Disclosure of foreign investment
Article 25 the company’s foreign investment shall be disclosed in strict accordance with the relevant provisions of the CSRC, Shenzhen Stock Exchange, the articles of association and the information disclosure management system.
Article 26 a holding subsidiary shall follow the company’s internal reporting and confidentiality system for major information and be responsible for the timeliness, authenticity, accuracy and integrity of the reported information and materials. Before the disclosure of foreign investment matters, all insiders have the obligation of confidentiality.
Chapter VII supplementary provisions
Article 27 matters not covered in this system shall be implemented in accordance with relevant national laws, regulations and the articles of association.
Article 28 in case of any conflict between this system and the laws and regulations promulgated by the state in the future or the articles of association modified by legal procedures, the provisions of relevant national laws, regulations and the articles of association shall be implemented, and this system shall be revised immediately.
Article 29 The term “above” in this system includes this number, and the term “below” does not include this number. Article 30 the system shall be interpreted and revised by the board of directors. Article 31 the system shall come into force and be implemented after being deliberated and approved by the board of directors.
