Zhejiang Jiahua Energy Chemical Industry Co.Ltd(600273)
Foreign investment management system
March, 2002
Chapter I General Provisions
Article 1 in order to further regulate the investment behavior of Zhejiang Jiahua Energy Chemical Industry Co.Ltd(600273) (hereinafter referred to as “the company”), improve the investment efficiency, reduce the investment risk and ensure the preservation and appreciation of the company’s investment, according to the company law of the people’s Republic of China (hereinafter referred to as “the company law”), the stock listing rules of Shanghai Stock Exchange, the self regulatory guidelines for listed companies of Shanghai Stock Exchange No. 1 – standardized operation and other laws Regulations, normative documents and Zhejiang Jiahua Energy Chemical Industry Co.Ltd(600273) articles of Association (hereinafter referred to as the “articles of association”) and other relevant provisions, and this system is formulated in combination with the actual situation of the company.
Article 2 the company’s investment shall follow the basic principles: abide by national laws and regulations and comply with national industrial policies; Comply with the company’s development strategy and medium and long-term development plan, reasonably allocate the company’s resources and create good economic benefits; Pay attention to risk prevention and ensure the safe operation of funds.
Article 3 this system is applicable to all foreign investment activities of the company and its wholly-owned subsidiaries and holding subsidiaries (hereinafter referred to as “subsidiaries”), including the company’s investment in subsidiaries.
Article 4 the term “foreign investment” as mentioned in this system refers to the investment of the company’s cash, physical goods, intangible assets or other property rights to other units at home and abroad through equity investment and creditor’s rights investment for the purpose of obtaining investment income, as well as the disposal of such investment, including but not limited to:
(I) to establish economic entities such as companies solely or jointly with others;
(II) purchase, sell or replace the equity of other companies;
(III) increase or decrease foreign equity investment;
(IV) engaging in securities investment and derivatives trading;
(V) issuing loans to foreign countries;
(VI) change the main contract terms of foreign investment;
(VII) other investment matters.
Securities investment includes placement or subscription of new shares, securities repurchase, investment in stocks and depositary receipts, bond investment, entrusted financial management and other investment activities recognized by the bourse. Among them, entrusted financial management refers to the behavior that a listed company entrusts banks, trusts, securities, funds, futures, insurance asset management institutions, financial asset investment companies, private fund managers and other professional financial management institutions to invest and manage its property or purchase relevant financial products.
Derivatives refer to forward, futures, swaps (swaps), options and other products or financial instruments with mixed characteristics of the above products. The underlying assets of derivatives can be either securities, indexes, interest rates, exchange rates, currencies, commodities and other targets, or a combination of the above targets.
Article 5 the external guarantee provided by the company shall be implemented in accordance with the external guarantee management system of the company. When related party transactions are involved in investment matters, they shall be implemented in accordance with the company’s related party transaction decision-making system.
Chapter II decision making 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 examination and approval of the company’s foreign investment shall be carried out in strict accordance with the authority specified in relevant laws, regulations and other normative documents, the articles of association and other relevant systems.
Article 8 the board of directors and the general meeting of shareholders are the decision-making bodies of the company’s foreign investment. The board of directors and the general meeting of shareholders make decisions on the company’s foreign investment within their respective authorities.
Article 9 the approval authority of the company’s foreign investment is as follows:
(I) the authority of the general meeting of shareholders of the company to authorize the board of directors to make foreign investment is: non securities investment and derivative transactions in which the total amount of foreign investment calculated for 12 consecutive months does not exceed 40% of the latest audited net assets of the company, and the amount of single foreign investment does not exceed 30% of the latest audited net assets of the company.
Where the company engages in securities investment and derivatives trading, it shall be reviewed by the board of directors in accordance with the provisions of the articles of association. The company can reasonably predict the scope, amount and duration of securities investment and derivatives trading in the next 12 months. If the amount of the amount exceeds the power of the board of directors, it shall be submitted to the general meeting of shareholders for review.
Where the company conducts securities investment and derivatives transactions with related parties, it shall also perform the deliberation procedures of related party transactions in the articles of association.
(II) foreign investment matters exceeding the deliberation authority of the board of directors specified in paragraph (I) of this article shall be deliberated by the board of directors of the company and submitted to the general meeting of shareholders for deliberation and approval.
Article 10 if the company continuously makes decisions on the same or related investment matters by times within 12 months, the investment amount shall be calculated based on the cumulative number, and the approval procedures shall be performed. Those who have gone through the examination and approval procedures for relevant investment matters in accordance with Article 9 of the system shall not be included in the cumulative amount.
Article 11 Where a company invests in securities, derivatives and other investment matters, it shall formulate strict decision-making procedures, reporting systems and monitoring measures in accordance with relevant regulations, and determine the investment scale according to the company’s risk tolerance.
The investment matters mentioned in the preceding paragraph of the company shall be deliberated and approved by the board of directors or the general meeting of shareholders, and the examination and approval power of entrusted financial management shall not be delegated to the individual directors or management of the company.
Article 12 the operation and investment of subsidiaries shall be subject to the development strategy and industrial layout of the company.
Article 13 the foreign investment of a subsidiary shall be approved by its board of directors or shareholders’ meeting, and then reported to the board of directors or shareholders’ meeting of the company for approval according to the authority specified in the articles of association and the system.
Chapter III Administration of foreign investment
Article 14 the internal control of the company’s foreign investment shall follow the principles of legality, prudence, safety and effectiveness, control investment risks and pay attention to investment benefits.
Article 15 the investment department of the company is the company’s foreign investment management department, which is responsible for organizing the centralized management of the company’s investment projects, such as planning, planning, feasibility demonstration, evaluation, review, handling approval procedures, supervision and evaluation; Conduct special research and evaluation on investment risk, investment return and other matters; Be responsible for the organization, implementation and supervision of major investment activities such as equity investment and asset restructuring.
Article 16 the investment department of the company shall take the lead in organizing or participating in the investigation and demonstration of the preliminary preparation of the foreign investment projects of the subsidiaries. The project proposal and feasibility study report of the foreign investment projects of the subsidiaries shall be reviewed by the experts and relevant functional departments organized by the company.
Article 17 the company implements the project team responsibility system for foreign investment, and the project team is responsible for the authenticity, accuracy and completeness of the submitted project proposal, feasibility study report and relevant materials.
Article 18 the general manager of the company is the main person responsible for the implementation of the investment project, responsible for planning, organizing and monitoring the implementation of the investment project, and shall timely report the investment progress to the board of directors and put forward adjustment suggestions, so as to facilitate the board of directors and the general meeting of shareholders to revise the investment in time.
Article 19 the financial department of the company is responsible for the financial evaluation of the company’s investment projects, including the audit of the financial indicators such as the assets and liabilities, net assets and cash flow of the investors, as well as the fund management and accounting of the company’s investment projects.
Article 20 the internal audit department of the company shall focus on the integrity and rationality of the internal control system related to foreign investment and the effectiveness of its implementation.
Article 21 the investment department of the company shall be responsible for the drafting and review of foreign investment project agreements, contracts, important relevant letters, articles of association and other legal documents, and the legal adviser of the company shall assist in the review if necessary.
Article 22 the business department of the company is responsible for reviewing the operation mode of the business involved in the company’s investment projects and the analysis of foreign markets.
Article 23 other departments of the company shall participate in, assist and cooperate with the company’s investment work according to their functions. Article 24 the board of directors of the company shall regularly understand the implementation progress and investment benefits of major investment projects. In case of failure to invest as planned, failure to realize the expected income of the project, loss of investment, etc., the board of directors of the company shall find out the reasons and investigate the responsibilities of relevant personnel.
Chapter IV Implementation and supervision of foreign investment
Article 25 the approved investment projects shall be included in the company’s business plan and financial budget of the current year.
Article 26 after the approval procedures of the company’s investment projects are completed in accordance with the above provisions, the application department or the applied subsidiary of the company shall be the project implementation unit to take the lead in organizing the implementation.
Article 27 all departments of the company shall, according to their respective responsibilities and relevant management systems of the company, dynamically supervise the progress, investment status, project quality, dynamics and existing problems of the investment project.
Article 28 the investment department of the company is responsible for supervising the implementation of the project, and the project implementation unit shall regularly report the implementation of the project to the investment department of the company.
Article 29 the investment department of the company shall report the implementation of the project to the board of directors of the company at least once a year within 2 years after the implementation of the project. If any abnormality is found in the investment project, it shall report to the board of directors of the company in time.
The contents of the report include but are not limited to: whether the investment direction is correct, whether the investment amount is in place, whether it is consistent with the project approval, whether the equity ratio changes, whether the investment environment policy changes, and whether there are significant differences with those described in the feasibility study report; And put forward relevant disposal opinions to the board of directors of the company according to the problems found or business abnormalities.
Article 30 the Audit Department of the company shall exercise the right of supervision and inspection of foreign investment activities and conduct regular or special audits on investment projects.
Article 31 after the completion of project implementation, the implementation unit shall timely prepare the project completion summary report and submit it to the investment department of the company; The investment department of the company shall evaluate the project and submit the evaluation opinions to the board of directors of the company for review.
Chapter V Information Disclosure of foreign investment
Article 32 when investing abroad, the company shall perform the obligation of information disclosure in strict accordance with the company law, other relevant laws and regulations and the articles of association.
Article 33 the information provided by subsidiaries shall be true, accurate and complete, and shall be submitted to the investment department of the company at the first time, and the investment department shall submit it to the office of the board of directors of the company for timely disclosure by the Secretary of the board of directors. Article 34 the investment project team and relevant departments shall provide timely, complete and accurate information that should be disclosed in accordance with the provisions of this system and other relevant systems of the company.
Chapter VI supplementary provisions
Article 35 matters not covered in this system shall be implemented in accordance with national laws, administrative regulations, departmental rules and other normative documents, the articles of association and relevant systems of the company. In case of any conflict between this system and the laws and regulations newly issued by the state in the future and the provisions newly issued by the CSRC and Shanghai Stock Exchange, the conflicting part shall be subject to the national laws and regulations and the provisions newly issued by the CSRC and Shanghai Stock Exchange, and the system shall be revised accordingly in time.
Article 36 the terms “no more than” and “within” in this system include this number; “Over” does not include this number. Article 37 for the amendment of this system, the board of directors of the company shall propose the amendment plan and submit it to the general meeting of shareholders for deliberation and approval.
Article 38 the system shall be interpreted by the board of directors authorized by the general meeting of shareholders of the company.
Article 39 the system shall come into force after being deliberated and approved by the general meeting of shareholders of the company, and the same shall apply to modification.
Zhejiang Jiahua Energy Chemical Industry Co.Ltd(600273) March 2022
