Foshan Haitian Flavouring And Food Company Ltd(603288)
Foreign investment management system
(revised in March 2022)
Chapter I General Provisions
Article 1 in order to regulate the outward investment of Foshan Haitian Flavouring And Food Company Ltd(603288) (hereinafter referred to as “the company”), strengthen the supervision and management of the company’s outward investment, strengthen the company’s overall investment function, reduce investment risks, ensure the preservation and appreciation of the company’s outward investment, and safeguard the interests of the company’s investors, according to the company law of the people’s Republic of China (hereinafter referred to as “the company law”), the basic norms of enterprise internal control and other laws This system is formulated in accordance with the relevant provisions of laws and regulations and Foshan Haitian Flavouring And Food Company Ltd(603288) articles of Association (hereinafter referred to as the “articles of association”) and in combination with the specific conditions of the company.
Article 2 this system is applicable to the company and its wholly-owned subsidiaries and holding subsidiaries (hereinafter collectively referred to as “subsidiaries”) that transfer a certain amount of monetary assets Non monetary assets (including but not limited to equity, physical assets and intangible assets that can be valued in currency and transferred according to law, except for the property that cannot be used as capital contribution according to laws and administrative regulations, hereinafter referred to as non monetary assets) carry out various forms of investment activities.
Article 3 the system aims to establish an effective internal control mechanism to control the risks of the company and its subsidiaries in the process of organizing resources, assets, investment and other business operations, ensure the safety and profitability of capital operation, and improve the company’s anti risk ability.
Article 4 the subsidiary shall formulate the system accordingly and implement it after being approved by the internal decision-making procedure, and the joint-stock company can refer to it.
Article 5 the invested enterprises mentioned in this system refer to the subsidiaries and joint-stock companies directly or indirectly held by the company.
Article 6 the main scope of foreign investment mentioned in this system is:
(I) purchased short-term investments that can be realized at any time and held for no more than 1 year (including 1 year), including but not limited to securities investment, futures investment, entrusted financial management and other financial investments;
(II) equity capital investment (hereinafter referred to as equity investment) such as the establishment of wholly-owned companies, mergers and acquisitions, joint ventures and cooperation, and additional investment in invested units;
(III) other forms of investment not listed above.
The company’s foreign investment shall not violate the provisions of laws, administrative regulations, departmental rules and the articles of association.
Article 7 unless otherwise provided by law, the company shall not become a contributor jointly and severally liable for the debts of the invested enterprise.
Chapter II principles and conditions for foreign investment
Article 8 principles for foreign investment:
(I) comply with the provisions of national laws and regulations;
(II) meet the requirements of the company’s medium and long-term development plan and business development;
(III) adhere to the principle of giving priority to benefits and supervising safety.
Article 9 in principle, foreign investment shall make use of the company’s after tax profits, and shall not misappropriate the working capital required for normal business, unsettled project advances, capital construction funds, technical transformation funds, disaster relief subsidies and other special funds and materials.
Article 10 under any of the following circumstances, the company shall not invest abroad in principle:
(I) the investment income of the invested project is a total loss for two consecutive years;
(II) the proposed investment project belongs to the project restricted or unsuitable for development by the company, or the investment project has a significant adverse impact on the company’s business activities;
(III) other reasons are not suitable for foreign investment.
Chapter III Examination and approval authority for foreign investment
Article 11 the general meeting of shareholders, the board of directors and the chairman of 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.
(I) approval authority of the general meeting of shareholders
1. The total assets involved in the transaction (if there are both book value and assessed value, whichever is higher) account for more than 50% of the total assets of the listed company audited in the latest period;
2. The net assets involved in the subject matter of the transaction (such as equity) (if there are both book value and evaluation value, whichever is higher) account for more than 50% of the latest audited net assets of the listed company, and the absolute amount exceeds 50 million yuan;
3. The transaction amount of the transaction (including the debts and expenses undertaken) accounts for more than 50% of the latest audited net assets of the listed company, and the absolute amount exceeds 50 million yuan;
4. The profit generated from the transaction accounts for more than 50% of the audited net profit of the listed company in the latest fiscal year, and the absolute amount exceeds 5 million yuan;
5. 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 listed company in the latest fiscal year, and the absolute amount exceeds 50 million yuan;
6. 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 listed company in the latest fiscal year, and the absolute amount exceeds 5 million yuan.
If the data involved in the above indicators is negative, the absolute value shall be taken for calculation.
(II) approval authority of the board of directors
1. The total assets involved in the transaction (if there are both book value and assessed value, the higher one shall prevail) account for more than 10% of the total audited assets of the listed company in the latest period;
2. The net assets involved in the subject matter of the transaction (such as equity) (if there are both book value and evaluation value, whichever is higher) account for more than 10% of the latest audited net assets of the listed company, and the absolute amount exceeds 10 million yuan;
3. The transaction amount of the transaction (including the debts and expenses undertaken) accounts for more than 10% of the latest audited net assets of the listed company, and the absolute amount exceeds 10 million yuan;
4. The profit generated from the transaction accounts for more than 10% of the audited net profit of the listed company in the latest fiscal year, and the absolute amount exceeds 1 million yuan;
5. 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 listed company in the latest fiscal year, and the absolute amount exceeds 10 million yuan;
6. 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 listed company in the latest fiscal year, and the absolute amount exceeds 1 million yuan.
If the data involved in the above indicators is negative, the absolute value shall be taken for calculation.
(III) approval authority of the chairman
Foreign investment matters that fail to meet the deliberation standards of the board of directors shall be decided by the chairman of the board of directors. However, related party transactions in which the chairman himself or his close relatives are the counterparty shall be submitted to the board of directors for deliberation.
Article 12 the strategy committee of the board of directors is responsible for studying and making suggestions on the company’s major investment decisions.
Article 13 the president of the company is the main person in charge of the management and implementation of foreign investment. He is responsible for planning, organizing and monitoring the implementation of investment projects, and timely reporting the investment progress to the chairman or the board of directors, and putting forward adjustment suggestions, so as to facilitate the chairman, the board of directors and the general meeting of shareholders to make timely investment decisions.
Article 14 the Finance Department of the company is the financial management department of the company’s foreign investment projects. It is specifically responsible for raising funds for foreign investment projects, financial due diligence, economic evaluation, audit, evaluation and filing of non monetary assets, handling capital contribution and capital verification procedures, and being responsible for tax registration, bank account opening, accounting, receiving dividends and income, recovering principal, etc, Conduct dynamic investment and benefit evaluation during the implementation of investment projects.
Article 15 the Secretary of the board of directors of the company is responsible for managing the information disclosure of foreign investment projects.
Article 16 the legal department of the company is the legal risk control department of the company’s foreign investment, which is specifically responsible for the legal due diligence, legal risk prevention and legal dispute handling of foreign investment projects, including but not limited to drafting, modifying or reviewing the joint venture cooperation agreement, contract and articles of Association of the company established by equity investment, as well as handling industrial and commercial registration, change and cancellation.
Article 17 all foreign investment projects of subsidiaries shall be submitted to the company for approval. Subsidiaries shall not make decisions on their foreign investment by themselves. They can be implemented by subsidiaries only after the company performs relevant procedures and obtains approval.
Article 18 subsidiaries invested and established by subsidiaries shall not invest abroad in principle. If they really need to invest abroad according to the needs of enterprise development, they shall be reported to the company for approval.
Article 19 Where the company’s foreign investment needs to be submitted to the general meeting of shareholders for deliberation in accordance with the Listing Rules of Shanghai Stock Exchange, it shall be submitted to the general meeting of shareholders for deliberation after the deliberation of the board of directors.
Article 20 the examination and approval of the company’s foreign investment shall be carried out in strict accordance with the authority specified in the company law, the Listing Rules of Shanghai Stock Exchange, relevant laws, regulations and the articles of association.
Chapter IV decision making procedures for foreign investment
Article 21 the Legal Affairs Department of the company is responsible for the legal review of agreements, contracts, important letters and articles of association of foreign investment projects.
The foreign investment projects of subsidiaries shall be submitted to the company after fulfilling the investment management decision-making procedures of the company, and the directors of the company shall conduct preliminary demonstration on the investment projects together with relevant departments.
Article 22 for foreign investment, including both new project investment and capital increase of original projects, the company shall establish a foreign investment project initiation team headed by the senior management of the company and led by the engineering project department or investment development department to carefully demonstrate and study the legality, compliance, necessity, feasibility and rate of return of the investment, prepare project proposals and conduct preliminary demonstration with relevant departments.
For short-term investment projects of the company, the strategy committee of the board of directors is responsible for pre selecting investment opportunities and investment objects and preparing short-term investment plans.
Article 23 the company shall conduct preliminary research in the feasibility study of investment projects, and relevant departments shall conduct project feasibility demonstration together with relevant experts and professionals, and prepare a feasibility study report, which includes the basic information, investment scheme, investment value, market prospect, competition, main risks and preventive measures of investment projects. For major investment projects, experts or intermediaries can be hired to conduct feasibility analysis and demonstration. Major investment projects refer to the foreign investment in which the amount of a single investment exceeds 5% of the company’s net assets and the annual cumulative investment exceeds 10% of the company’s net assets. For joint ventures and cooperation, the following materials shall also be provided:
(I) letter of intent or initialed agreement or contract for investment in shares, joint ventures and joint ventures;
(II) certification materials of joint venture, cooperative method or natural person;
(III) if the capital contribution is made in kind, intellectual property rights and land use rights, it must also be accompanied by asset evaluation reports, financial final accounts audit of the previous year and other relevant materials;
(IV) other necessary materials stipulated by laws and regulations.
Article 24 the following contents and attachments shall also be provided for overseas investment projects:
(I) the country, legal address, legal representative and business situation of each investor;
(II) analysis of the local economic environment, legal environment and business conditions of the investment place;
(III) credit status of the parties to the joint venture and cooperation;
(IV) other necessary materials stipulated by laws and regulations.
Article 25 If a foreign investment project needs to be submitted to the board of directors for deliberation, it must be reviewed by the strategy committee of the board of directors before the deliberation of the board of directors.
Article 26 Where the foreign investment exceeds the authority of the board of directors of the company, the board of directors of the company shall submit it to the general meeting of shareholders of the company for deliberation after deliberation and approval.
Article 27 for long-term equity investment projects that are wholly-owned, controlled or have a significant impact on the company, the intention of the company shall be implemented through the shareholders’ meeting, and the shareholders’ representatives attending the meeting must perform their duties in accordance with the resolutions of the shareholders’ meeting; The recommended directors and supervisors are obliged to feed back the resolutions of the board of directors of the invested unit to the company in time.
Article 28 the directors, supervisors and other personnel recommended by the company to the invested unit shall earnestly perform their statutory duties, exercise their powers within the scope of authorization of the company and safeguard the interests of the company and the invested unit.
Article 29 for equity investment projects, the company enjoys the rights of asset income, participating in major decisions and selecting managers in accordance with the company law and other laws and regulations.
Article 30 if the company’s foreign investment projects involve physical, intangible assets and other assets that need to be audited and evaluated, the relevant assets shall be audited and evaluated by the audit and evaluation institution with relevant professional qualifications.
Article 31 the finance department is responsible for keeping all kinds of resolutions, contracts, agreements and foreign investment equity certificates formed in the process of investment, and establishing detailed archives and records to ensure the safety and integrity of documents.
Chapter V recovery and transfer of foreign investment
Article 32 in case of any of the following circumstances, the company may recover its foreign investment:
(I) according to the investment project (enterprise) contract and 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 board of directors and the shareholders’ meeting (the shareholders’ meeting) of the invested entity consider that the continued operation is not in line with the best interests of the investment project (enterprise) due to serious losses of the investment project (enterprise) and agree to dissolve or terminate in advance;
(IV) the project (enterprise) cannot operate due to force majeure;
(V) the joint venture partners of the investment project (enterprise) agree to dissolve or terminate in advance;
(VI) the occurrence or occurrence of other circumstances for the termination of investment specified in laws, administrative regulations and contracts;
(VII) when other circumstances leading to the termination of the project occur or occur.
Article 33 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) the company is in business needs or strategic arrangements;
(V) the company’s foreign investment conflicts with the newly promulgated laws, regulations or regulations of the regulatory authorities; (VI) other circumstances deemed necessary by the company.
Article 34 the transfer and receipt of the company’s foreign investment shall be handled in strict accordance with the company law, the stock listing rules of Shanghai Stock Exchange and the provisions on transfer of investment in the articles of association. The disposal of foreign investment must comply with the relevant provisions of relevant laws and regulations of the state.
Article 35 the transfer or recovery of foreign investment shall be determined by the strategy committee of the board of directors of the company and reported to the board of directors or the general meeting of shareholders of the company for approval according to the authority. The procedures and authorities for approving the disposal of foreign investment are the same as those for approving the implementation of foreign investment.
Article 36 when the foreign investment is transferred or recovered, the relevant responsible personnel must perform their duties
