Anhui Huilong Agricultural Means Of Production .Co.Ltd(002556)
Measures for the administration of foreign investment
Chapter I General Provisions
Article 1 in order to regulate the foreign investment of Anhui Huilong Agricultural Means Of Production .Co.Ltd(002556) (hereinafter referred to as “the company”), improve the investment efficiency, avoid the risks brought by the investment, use the funds effectively and reasonably, and maximize the time value of the funds, in accordance with the company law of the people’s Republic of China (hereinafter referred to as “the company law”) These measures are formulated in accordance with laws, regulations and normative documents such as the 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 in combination with the Anhui Huilong Agricultural Means Of Production .Co.Ltd(002556) articles of Association (hereinafter referred to as the “articles of association”) and other relevant provisions. Article 2 the term “foreign investment” as mentioned in these Measures 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 mainly refers to the investment purchased by the company that can be realized at any time and held for no more than 1 year (including 1 year), including various stocks, futures, bonds, funds, etc.
Long term investment mainly refers to various investments invested by the company 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:
(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 domestic and foreign independent legal entities;
(III) participating in other domestic and foreign independent legal entities;
(IV) leasing of operating assets, entrusted operation or joint operation with others;
(V) other investments that the company may engage in according to law.
Article 4 basic principles to be followed in investment management:
(I) in line with the company’s development strategy and conducive to enhancing the company’s competitiveness;
(II) insist on focusing on the main business, reasonably allocate enterprise resources, promote the sustained and rapid development of main business and comprehensively improve the enterprise value;
(III) maintain an appropriate investment scale, match the enterprise’s financing ability and team management and control ability, take into account the long-term and short-term benefits, and improve the efficiency of asset use;
(IV) adhere to “full investigation, comprehensive demonstration, standardized procedures and democratic decision-making”, strictly control risks and realize value preservation and appreciation.
Article 5 these measures are applicable to all foreign investment activities of the company and its subsidiaries. The subordinate companies mentioned in these measures include all companies directly or indirectly controlled by the company.
Chapter II decision making organs and examination and approval authority
Article 6 the general meeting of shareholders, the board of directors and the general manager’s office meeting are the decision-making bodies of the company’s foreign investment, and make decisions on the company’s foreign investment within their respective authorities. Any other department or individual has no right to make decisions on foreign investment.
Article 7 the company’s foreign investment shall be subject to professional management and level by level examination and approval system.
Article 8 the approval of the company’s foreign investment shall be carried out in strict accordance with the authority specified in the company law and other relevant laws, administrative regulations, the articles of association, the rules of procedure of the board of directors and the rules of procedure of the general meeting of shareholders. The specific approval authority is as follows:
(I) if a single overseas investment of the company meets one of the following standards, it shall be submitted to the board of directors for deliberation: 1. The total assets involved in the overseas investment account for more than 10% of the total assets audited in the latest period. If the total assets involved in the overseas investment have both book value and assessed value, the higher one shall prevail;
2. The net assets involved in the transaction object (such as equity) account for more than 10% of the latest audited net assets of the listed company, and the absolute amount exceeds 10 million yuan. If the net assets involved in the transaction have both book value and evaluation value, the higher one shall prevail;
3. The relevant operating income of the subject matter of foreign investment (such as equity) 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;
4. The net profit related to the subject matter of foreign investment (such as equity) 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;
5. The transaction amount of foreign investment (including debts and expenses) accounts for more than 10% of the company’s latest audited net assets, and the absolute amount exceeds 10 million yuan;
6. The profit from foreign investment 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.
If the data involved in the above index calculation is negative, take its absolute value for calculation.
(II) if a single foreign investment of the company meets one of the following standards, it shall be submitted to the general meeting of shareholders for deliberation: 1. The total assets involved in the foreign investment account for more than 50% of the company’s total assets audited in the latest period. If the total assets involved in the foreign investment have both book value and valuation, the higher one shall prevail;
2. The net assets involved in the transaction object (such as equity) account for more than 50% of the latest audited net assets of the listed company, and the absolute amount exceeds 50 million yuan. If the net assets involved in the transaction have both book value and evaluation value, the higher one shall prevail;
3. The relevant operating income of the subject matter of foreign investment (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;
4. The net profit related to the subject matter of foreign investment (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;
5. The transaction amount of foreign investment (including debts and expenses) accounts for more than 50% of the company’s latest audited net assets, and the absolute amount exceeds 50 million yuan;
6. The profit from foreign 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.
If the data involved in the above index calculation is negative, take its absolute value for calculation.
(III) if the company’s single foreign investment fails to meet the standards mentioned in Item (I) (II), or the investment projects specifically authorized by the general meeting of shareholders and the board of directors of the company shall be approved and implemented by the general manager’s office of the company. Article 9 If foreign investment involves related party transactions, it shall be implemented in accordance with the relevant provisions of the company’s related party transaction system.
Chapter III Organization and management organization
Article 10 the strategy committee of the board of directors of the company shall analyze and study major foreign investment projects and provide suggestions for decision-making.
Article 11 the company sets up an investment review team, headed by the deputy general manager in charge of investment. The team members include but are not limited to personnel from securities investment department, finance department, legal department, audit department and other relevant departments. The review team is responsible for the due diligence of the company’s investment projects and the demonstration of the investment projects of subordinate companies.
Article 12 the securities investment department shall take the lead in organizing the review team to participate in the early due diligence, demonstration, interview and feasibility study of the company’s investment projects, write the investigation report according to the due diligence of the review team and clarify the tendentious opinions on whether to invest; Be responsible for the preliminary review of the investment projects submitted by the subordinate companies, submit the risk review report and clarify the tendentious opinions on whether to invest; For foreign investment projects that need to be submitted to the controlling shareholder for approval, relevant procedures shall be handled according to the procedures; Be responsible for the information disclosure of the company’s foreign investment projects; Be responsible for the follow-up management of foreign investment projects.
Article 13 the finance department is responsible for performing the obligation of capital contribution according to the investment contract or agreement, including cash, physical or intangible assets; Cooperate with relevant parties to handle industrial and commercial registration, tax registration, bank account opening, etc; Be responsible for financial management and tax planning of foreign investment.
Article 14 the legal affairs department is responsible for the legality and compliance of foreign investment projects, as well as the review of agreements, contracts, important relevant letters, articles of association and other materials.
Article 15 the audit department is responsible for supervising the investment project, putting forward correction opinions on violations in time, putting forward special opinions on major problems, and assessing the management of the investment project according to the responsibility objectives.
Chapter IV transfer and recovery
Article 16 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 and the shareholders’ meeting decides not to extend it;
(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 termination of investment specified in the contract occur or occur;
(V) other circumstances deemed necessary by the company.
Article 17 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 18 the transfer of investment shall be handled in strict accordance with the company law and other laws and regulations related to the transfer of investment. The disposal of foreign investment must comply with the relevant provisions of relevant laws and regulations of the state.
Article 19 the procedures and authorities for approving the disposal of foreign investment are the same as those for approving the implementation of foreign investment.
Article 20 the securities investment department is responsible for managing and assisting the company and its subsidiaries in the asset evaluation of investment recovery and transfer, so as to prevent the loss of the company’s assets.
Chapter V personnel management
Article 21 the company shall appoint directors and supervisors elected through legal procedures to the joint-stock company to participate in and supervise the business decisions of the joint-stock company.
Article 22 the company shall determine the number of directors, supervisors and senior managers appointed or recommended by the company according to the shareholding ratio of the company, and ensure that the above-mentioned personnel are sufficient to maintain the company’s control over the invested subsidiaries in its board of directors, board of supervisors and management. In order to strengthen the operation management and risk prevention of subordinate companies, the company shall also send operation and management personnel in key positions (including but not limited to the person in charge of Finance and logistics).
Article 23 the appointed 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 invested company, and realize the preservation and appreciation of the company’s investment. Relevant personnel appointed by the company as directors of the investment unit shall obtain more information about the investment unit by participating in the meeting of the board of directors, and shall report the investment situation to the company in time.
Chapter VI Financial Management and audit
Article 24 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 according to 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 25 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 26 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 of subordinate companies.
Article 27 the accounting methods, accounting policies, accounting estimates and changes adopted in the financial management of subordinate companies shall comply with the company’s financial accounting system and relevant regulations.
Article 28 the company shall prepare financial statements and submit financial information to its subordinate accounting departments in a timely manner in accordance with the company’s accounting requirements. Article 29 the company may appoint a financial director to its subordinate companies, who shall supervise the authenticity and legitimacy of the financial situation of the company in which he works.
Article 30 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.
Chapter VII major event report and information disclosure
Article 31 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 32 subordinate companies shall follow the management system of company information disclosure. The company has the right to know all the information of its subsidiaries.
Article 33 the information provided by subordinate companies shall be true, accurate and complete, and shall be submitted to the company at the first time, so that the Secretary of the board of directors can disclose it to the public in time.
Article 34 subordinate companies shall timely report the following major matters to the securities investment department and the Secretary of the board of directors:
(I) acquisition and sale of assets;
(II) foreign investment;
(III) major litigation and arbitration matters;
(IV) conclusion, change and termination of important contracts (lending, entrusted operation, entrusted financial management, gift, contract, lease, etc.);
(V) large amount bank refund;
(VI) significant operating or non operating losses;
(VII) suffer heavy losses;
(VIII) major administrative punishment;
(IX) other matters specified in the listing rules.
Article 35 the board of directors of a subordinate company shall specify the person and department responsible for information disclosure and be responsible for the subordinate company
