Estun Automation Co.Ltd(002747)
Measures for the administration of foreign investment
(March 2022)
Chapter I General Provisions
Article 1 in order to strengthen the management of Estun Automation Co.Ltd(002747) (hereinafter referred to as the "company") foreign investment, standardize the behavior of foreign investment, improve the operating efficiency of the company's assets and maintain and increase their value, according to the company law of the people's Republic of China (hereinafter referred to as the "company law") and the stock listing rules of Shenzhen Stock Exchange (hereinafter referred to as the "Listing Rules") These measures are formulated in combination with the actual situation of the company and other laws, regulations, normative documents such as the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board, and the relevant provisions of the Estun Automation Co.Ltd(002747) articles of Association (hereinafter referred to as the "articles of association").
Article 2 the term "foreign investment" as mentioned in these Measures refers to the behavior that the company makes a certain amount of monetary capital, equity and evaluated physical or intangible assets as capital contribution to obtain future income, carries out various forms of investment activities and obtains 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. (I) 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, etc;
(II) long term investment mainly refers to various investments that cannot be realized or are not ready to be realized at any time for more than one year, including bond investment, equity investment and other investments. Including but not limited to the following types:
1. Enterprises independently established by the company or business projects independently funded by the company;
2. The company invests (cooperates) to establish joint ventures, cooperative companies or development projects with other domestic and foreign independent legal entities;
3. Participating in other domestic and foreign independent legal entities;
4. Operating assets are leased, entrusted or jointly operated with others.
Article 4 is applicable to the company and its subsidiaries.
Chapter II management principles of foreign investment
Article 5 the basic principles to be followed in the management of foreign investment:
(I) the company's foreign investment shall comply with national laws and regulations; Adhere to the principles of legality, prudence, safety and effectiveness, strictly control investment risks and pay attention to investment benefits;
(II) the company's foreign investment must pay attention to risk prevention and ensure the safe operation of funds;
(III) it must be appropriate in scale and act according to its ability, and cannot affect the development of the company's main business;
(IV) the company's foreign investment shall conform to the company's development strategy, reasonably allocate enterprise resources, promote the optimal combination of factors, and create good economic benefits;
(V) we must adhere to the principle of giving priority to benefits. Under the condition of equal investment income, when selecting investment projects, we should first inside the company and then outside the company;
(VI) the company can only use its own funds as the capital source of venture capital, and shall not use the raised funds to make venture capital directly or indirectly.
Chapter III Organization and management of foreign investment
Article 6 the general meeting of shareholders and 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. No other department or individual has the right to make decisions on foreign investment.
Article 7 the strategy committee of the board of directors is the leading body, which is responsible for overall planning, coordinating and organizing the analysis and research of foreign investment projects, and providing suggestions for decision-making.
Article 8 as the foreign investment management department, the general manager's office of the company shall participate in the research and formulation of the company's development strategy, evaluate the benefits of major investment projects, review and put forward project suggestions; Be responsible for pre selection, planning, demonstration and preparation of the company's external capital construction investment, production and operation investment, joint venture and leasing projects; Assess the responsibility target management of subsidiaries.
Article 9 the foreign investment management department is responsible for the pre selection, planning, demonstration and preparation of investment projects such as equity investment, property right transaction and company asset reorganization.
Article 10 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 11 the legal department of the general manager's office 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 approval authority and procedures for foreign investment
Article 12 in principle, the authority of foreign investment is concentrated in the company; Subsidiaries obtain investment authority by means of authorization.
Article 13 the examination and approval of the company's foreign investment shall be carried out in strict accordance with the authority and procedures specified in the company law, other relevant laws, regulations and the articles of association, the rules of procedure of the general meeting of shareholders, the rules of procedure of the board of directors, the disposal system of major matters, etc.
Article 14 the foreign investment management department is responsible for the preliminary preparation of the decision-making matters of the strategy committee of the board of directors, and is responsible for finding and collecting information and relevant suggestions on foreign investment. Shareholders, directors, senior managers, relevant functional departments, relevant business departments and subordinate subsidiaries of the company can put forward written investment suggestions or information.
Article 15 the foreign investment management department and other relevant departments shall evaluate the market prospect of the project to be invested, the growth of the industry, whether the relevant policies and regulations have or have potential restrictions on the project, whether the company can obtain the key capabilities corresponding to the success factors of the project, whether the company can raise the resources required for project investment, the competition of the project, and whether the project is consistent with the long-term strategy of the company, If it is considered feasible, organize the preparation of project proposal and report it to the chairman of the board.
Article 16 when organizing the review of the project proposal, the chairman shall carefully analyze the investment prospect, pay full attention to the investment risks and corresponding countermeasures. Independent directors have the right to express their opinions.
Article 17 after careful examination of the project proposal, if it is considered feasible, it shall be submitted to the strategy committee of the board of directors for prior examination of the investment. After the strategy committee of the board of directors is deliberated and approved, it shall prepare a feasibility analysis report and submit it to the corresponding competent examination and approval authority (general meeting of shareholders or board of directors) for deliberation according to the authority of investment decision-making.
Article 18 when necessary, the company may employ external institutions and experts to consult and demonstrate the investment project.
Article 19 the investment project proposal and feasibility analysis report for foreign investment shall include, but not limited to, the following contents:
(I) the content of the investment project proposal shall include the name of the investment project, the purpose of the investment, the basic information of the invested enterprise (such as the enterprise name, address, scale, economic nature, business scope, registered capital, industrial and commercial tax registration and other relevant information, and provide corresponding annexes) and other issues that need to be explained.
(II) the contents of the feasibility analysis report shall include the proposal of the project, the basic information of the invested enterprise (ibid.), the investment form and form, the amount of investment, the source of funds, the investment effect, the benefit calculation, the development prospect of the invested enterprise, the market demand for products and business scope, the supervision and management of investment and other matters that need to be explained.
Article 20 investment projects that need to be deliberated and approved by the general meeting of shareholders shall be submitted to the general meeting of shareholders for deliberation after being deliberated and approved by the board of directors.
Chapter V Administration of foreign investment
Article 21 the financial department of the company shall make comprehensive and complete financial records of the company's foreign investment activities, conduct detailed financial accounting, and establish a subsidiary book according to each project to record relevant materials in detail. The accounting method of foreign investment shall comply with the provisions of accounting standards and accounting systems.
Article 22 the income from foreign investment shall be recorded in the account in time and shall not be transferred or retained.
Article 23 the audit committee of the board of directors of the company shall review the venture capital in advance and issue review opinions on the risks of venture capital projects, implementation procedures and implementation of internal control system.
Article 24 Where a company conducts securities investment, entrusted financial management, venture capital and other investment matters, it shall formulate strict decision-making procedures, reporting systems and regulatory measures in accordance with relevant regulations, and determine the investment scale according to the company's risk tolerance.
Article 25 where securities investment is involved, a strict joint control system must be implemented, that is, at least two or more personnel shall operate together, and the securities investment operators shall be separated from the capital and financial managers and restrict each other. No one shall contact the investment assets alone. The deposit or withdrawal of any investment assets must be signed by two persons who restrict each other.
Article 26 for entrusted financial management, the company shall select a qualified professional financial management institution with good credit status, good financial status, no bad credit record and strong profitability as the trustee, and sign a written contract with the trustee to clarify the amount, period, investment type, rights, obligations and legal liabilities of both parties. The board of directors of the company shall assign special personnel to track the progress of entrusted financial management and the safety of investment, and shall require them to report in time in case of abnormalities, so that the board of directors can take effective measures to recover funds immediately and avoid or reduce the losses of the company.
Article 27 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 28 for all investment assets of the company, internal auditors or other personnel who do not participate in investment business shall conduct regular inventory or check with the entrusted custody institution to check whether they are owned by the company, and check the inventory records with the book records to confirm the consistency of financial reality.
Article 29 the general manager's office is responsible for the whole process supervision, inspection and evaluation of the implementation and operation of all investment projects. The company's foreign investment management department shall timely report to the company's leaders on the progress of the investment project, the implementation and use of the investment budget, the situation of all partners, operation, existing problems and suggestions. If the investment budget needs to be adjusted according to the changes of the original investment budget during the implementation of the project, it can be adjusted reasonably according to the approved investment budget.
Article 30 in case of bankruptcy, dissolution or termination of operation, the invested enterprise shall participate in the liquidation in accordance with relevant national laws and regulations and the provisions of the company's agreement and articles of association. The foreign investment management department shall do a good job in asset evaluation and minimize the loss of foreign investment in the process of liquidation.
Article 31 establish and improve the archives management system of investment projects. The general manager's office is responsible for sorting and archiving the archives from the pre selection of the project to the completion and handover of the project (including the suspension of the project).
Article 32 when investing abroad, the company shall perform the obligation of information disclosure in strict accordance with the company law, listing rules, other relevant laws, regulations and normative documents, the articles of association and the management system of information disclosure. Subsidiaries shall follow the company's information disclosure management measures and submit true, accurate and complete information to the company at the first time, so that the Secretary of the board of directors can disclose it to the public in time.
Chapter VI Supervision and assessment of foreign investment
Article 33 the board of supervisors has the right to supervise the implementation of the company's investment decision-making procedures, the implementation of investment projects (plans), the return on investment income and other matters related to investment. For the weak links in the internal control of foreign investment business found in the process of supervision and inspection, the project supervisor shall timely report to the board of supervisors, and the relevant departments of the company shall find out the reasons and take measures to correct and improve them. The audit department shall regularly report the supervision and inspection of internal control of foreign investment business and the rectification of relevant departments in accordance with the internal management authority of the company.
Article 34 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.
Article 35 If the person in charge of the company's foreign investment falsifies the proposal and feasibility study report of the foreign investment project provided, resulting in the loss of foreign investment, or uses his power to seek private interests, neglects his duty, resulting in the loss of the company's assets, he shall be investigated for economic and legal responsibility.
If the foreign investment examination department fails to conduct strict examination, perfunctorily causes economic losses to the company, neglects its duty and seeks private interests, it shall be given corresponding sanctions according to the seriousness of the circumstances.
Chapter VII supplementary provisions
Article 36 when investing abroad, the company shall perform the obligation of information disclosure in strict accordance with the company law, listing rules, other relevant laws, regulations and normative documents, the articles of association and the management system of information disclosure.
Article 37 the amendment of these Measures shall be proposed by the board of directors and submitted to the general meeting of shareholders for deliberation and approval.
Article 38 the board of directors shall be responsible for the interpretation of these measures.
Article 39 in case of any conflict between the provisions of these measures and the relevant administrative regulations of the state, it shall be handled in accordance with the provisions of the state; Matters not covered in these Measures shall be implemented in accordance with relevant national laws, regulations, normative documents and the articles of association.
Article 40 these Measures shall come into force on the date when they are deliberated and adopted by the general meeting of shareholders of the company.
