Zhejiang Shouxiangu Pharmaceutical Co.Ltd(603896)
Foreign investment management system
March 2002 (Revised)
catalogue
Chapter I General Provisions Chapter II approval authority of foreign investment Chapter III decision making and management procedures for foreign investment Chapter IV recovery and transfer of foreign investment Chapter V personnel management of foreign investment Chapter VI Financial Management and audit of foreign investment 5 chapter VII major event report and information disclosure Chapter VIII accountability 6 Chapter IX Supplementary Provisions six
Article 1 in order to regulate Zhejiang Shouxiangu Pharmaceutical Co.Ltd(603896) (hereinafter referred to as the “company”) foreign investment, improve investment efficiency, avoid risks brought by investment, use funds effectively and reasonably, maximize the time value of funds and protect the interests of the company and shareholders, in accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”) and other national laws and regulations This system is hereby formulated in accordance with the relevant provisions of normative documents and Zhejiang Shouxiangu Pharmaceutical Co.Ltd(603896) 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 activities of investing a certain amount of monetary capital, equity, physical assets, intangible assets or other assets that can be used as capital contribution according to laws, regulations and normative documents in various forms in order to obtain future income.
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 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, etc.
Long term investment refers to various investments invested by the company for 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 independent legal entities and natural persons at home and abroad;
(III) participating in other independent legal entities at home and abroad.
(IV) leasing of operating assets, entrusted operation or joint operation with others.
Article 4 this system is applicable to all foreign investment activities of the company and its wholly-owned subsidiaries, holding subsidiaries and joint-stock companies with actual control rights (hereinafter referred to as “subsidiaries”).
Article 5 the basic principles of investment management shall be in line with the company’s development strategy, reasonably allocate enterprise resources, promote the optimal combination of factors and create good economic benefits.
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 general manager, 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, rules of procedure of the general meeting of shareholders, rules of procedure of the board of directors, working rules of the general manager and the authorities specified in these measures.
Article 8 the investment management department of the company is the development department and management functional organization for the implementation of foreign investment. It is responsible for collecting and sorting out the information of investment projects according to the development strategy of the company, evaluating the investment value of the proposed investment projects and putting forward suggestions.
Article 9 if the foreign investment meets one of the following standards, it shall be submitted to the general meeting of shareholders for approval after deliberation by the board of directors:
(I) the total assets involved in foreign investment account for more than 50% of the company’s total assets audited in the latest period (if the total assets involved in foreign investment have both book value and assessed value, the higher one shall be taken as the calculation data);
(II) the operating income of the object of foreign investment 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 net profit of the object of foreign investment 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 of foreign investment accounts for more than 50% of the company’s latest audited net assets, and the absolute amount exceeds 50 million yuan;
(V) the profit from investment 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.
Article 10 if the foreign investment meets one of the following standards, it shall be submitted to the board of directors for deliberation:
(I) the total assets involved in foreign investment account for more than 10% of the company’s total assets audited in the latest period (if the total assets involved in foreign investment have both book value and assessed value, the higher one shall be taken as the calculation data); (II) the transaction amount of foreign investment accounts for more than 10% of the company’s latest audited net assets, and the absolute amount exceeds 10 million yuan;
(III) the operating income of the object of foreign investment 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 net profit of the subject matter of foreign investment 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 profit generated by foreign investment 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.
Article 11 Where the subject matter of foreign investment is equity, and the purchase or sale of the equity will lead to changes in the scope of the company’s consolidated statements, all the assets and operating income of the company corresponding to the equity shall be regarded as the total assets involved in foreign investment and the operating income related to the subject matter of foreign investment mentioned in Articles 9 and 10.
Article 12 Where a company invests abroad to establish a limited liability company or a joint stock limited company, and the amount of capital contribution can be paid in installments in accordance with the provisions of the company law, the provisions of Articles 9 and 10 shall apply based on the total amount of capital contribution agreed in the agreement.
Article 13 the provisions of Articles 9 and 10 shall apply to the similar transactions related to the subject matter of foreign investment within 12 months according to the principle of cumulative calculation.
Those who have fulfilled relevant obligations in accordance with Articles 9 and 10 shall not be included in the scope of relevant cumulative calculation.
Article 14 foreign investment that fails to meet the approval standards of the board of directors shall be examined and approved by the general manager’s office meeting. Article 15 the company’s securities investment shall be submitted to the general meeting of shareholders for deliberation after being approved by more than two-thirds of all directors of the board of directors.
Article 16 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 management system.
Chapter III decision making procedures for foreign investment
Article 17 the investment management department of the company shall conduct research and demonstration on the proposed investment project, prepare the feasibility study report and relevant letter of intent for cooperation, and, if necessary, employ an intermediary to conduct due diligence or hire a financial consultant to issue a financial consultant report and submit it to the general manager.
The general manager is responsible for organizing relevant departments of the company to conduct a comprehensive review of the investment project. After the review is passed, it shall be submitted to the general manager’s office meeting for discussion.
Article 18 after the general manager’s office meeting of the company is discussed and approved, if the proposed investment project exceeds the approval authority of the general manager of the company, the general manager shall report the matter to the board of directors for deliberation; The board of directors shall perform the examination and approval procedures according to the relevant authority. If it exceeds the authority of the board of directors, it shall be submitted to the general meeting of shareholders for deliberation.
Article 19 foreign investment projects approved and implemented by the company shall be organized and implemented by the general manager of the company, and the investment management department shall be responsible for the specific implementation. The investment management department shall prepare plans and implement them according to the investment projects determined by the company; At the same time, the company shall handle various investment work together with the financial department and legal personnel of the company, and implement unified guidance, supervision and assessment for the invested projects; At the end of the project, be responsible for the final (intermediate) liquidation and handover, and conduct investment evaluation and summary.
Article 20 if the company invests abroad in fixed assets, intangible assets and other non monetary assets, the investment management department shall organize the finance department, legal personnel and other relevant departments to go through the corresponding transfer procedures or sign the use agreement in accordance with relevant laws and regulations.
Article 21 the board of supervisors, the audit department and the Finance Department of the company shall supervise the investment projects according to their responsibilities, put forward corrective opinions on violations in time, put forward special reports on major problems, and submit them to the project investment approval authority for discussion and handling.
Article 22 the investment management department of the company is responsible for establishing and improving the archives management system of investment projects. The archives from pre selection to completion (including project suspension) of the project shall be sorted out by each professional management department and sent to the general manager’s office for review and filing. After review, the general manager’s office shall be uniformly handed over to the investment management department for filing.
Chapter IV recovery and transfer of foreign investment
Article 23 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.
When the company recovers its foreign investment, 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.
Article 24 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 25 the transfer of investment shall be handled in strict accordance with the company law and other relevant laws and regulations. The disposal of foreign investment must comply with the relevant provisions of relevant laws and regulations of the state.
Article 26 the procedures and authorities for approving the disposal of foreign investment are the same as those for approving the implementation of foreign investment.
Article 27 the investment management department is responsible for the asset evaluation of investment recovery and transfer to prevent the loss of the company’s assets.
Chapter V personnel management of foreign investment
Article 28 when the company invests abroad to establish a cooperative or joint venture company, according to the actual situation, it shall send directors and supervisors elected through legal procedures to participate in and supervise the operation decision-making of the new company. Article 29 for a subsidiary established by foreign investment, the company shall send corresponding operation and management personnel to play an important role in the operation and decision-making of the company.
Article 30 the dispatched personnel shall earnestly perform their duties in accordance with the provisions of the company law and the articles of association of the invested company, safeguard the interests of the company in the operation and management activities of the newly established company, and realize the preservation and appreciation of the company’s investment. Relevant personnel appointed by the company as directors and supervisors of the investment unit shall obtain more information about the invested unit by participating in the meetings of the board of directors and the board of supervisors, and report the investment situation to the relevant departments of the company in time. The dispatched personnel shall sign the letter of responsibility with the company every year, accept the assessment indicators issued by the company, submit the annual work report to the company and accept the inspection of the company.
Chapter VI Financial Management and audit of foreign investment
Article 31 the Finance Department of the company shall make comprehensive and complete financial records of the company’s foreign investment activities, conduct detailed accounting, establish detailed account books for each investment project and record relevant materials in detail. The accounting method of foreign investment shall comply with the provisions of accounting standards and accounting systems.
Article 32 the financial management of long-term foreign investment is the responsibility of the company’s financial department. The financial department obtains the financial report of the invested unit according to the needs of analysis and management, so as to analyze the financial situation of the invested unit, safeguard the rights and interests of the company and ensure that the interests of the company are not damaged.
Article 33 the company shall conduct a comprehensive inspection of long-term and short-term investments at the end of each year. Conduct regular or special audits on subsidiaries.
Article 34 The accounting methods, accounting policies, accounting estimates and changes adopted in the financial management of the company’s subsidiaries shall comply with the company’s financial accounting system and relevant regulations.
Article 35 the subsidiaries of the company shall submit financial and accounting statements to the Finance Department of the company every month, and timely provide accounting materials in accordance with the requirements of the company for the preparation of consolidated statements and the disclosure of accounting information.
Article 36 for all investment assets of the company, the financial department, internal auditors or other personnel not involved in investment business shall conduct regular inventory or check with the entrusted custodian institution to check whether they are owned by the company, and check the inventory records with the book records to confirm the consistency of the accounts.
Chapter VII major event report and information disclosure
Article 37 when investing abroad, the company shall perform the obligation of information disclosure in strict accordance with the provisions of relevant laws, regulations and company systems.
Article 38 a subsidiary shall follow the company’s information disclosure management measures, and the company has the right to know all the information of the holding subsidiary.
Article 39 The personnel of subsidiaries shall strictly perform the obligation of information disclosure, and the information provided shall be true, accurate and complete, and shall be submitted to the company at the first time.
Article 40 subsidiaries with the following major events shall report to the staff designated by the chairman in time:
(I) acquisition and sale of assets;
(II) foreign investment;
(III) major litigation and arbitration;
(IV) conclusion, change and termination of important contracts (including but not limited to lending, entrusted operation, entrusted financial management, gift, contract, lease, etc.);
(V) large amount bank refund;
(VI) major operating or non operating losses;
(VII) suffer heavy losses;
(VIII) major administrative punishment;
(IX) other matters that the Company deems necessary to report.
Article 41 the board of directors of a subsidiary shall set up an information discloser to be responsible for the information disclosure of the subsidiary and the communication with the Secretary of the board of directors.
Chapter VIII responsibilities
