Lanzhou Lishang Guochao Industrial Group Co.Ltd(600738)
Foreign investment management system
(revised in April 2022)
Chapter I General Provisions
Article 1 in order to further strengthen the foreign investment of Lanzhou Lishang Guochao Industrial Group Co.Ltd(600738) (hereinafter referred to as “the company”), prevent the risks of foreign investment, improve the benefits of foreign investment, ensure the preservation and appreciation of the company’s assets, and safeguard the legitimate rights and interests of the company, shareholders and creditors, according to the company law of the people’s Republic of China (hereinafter referred to as “the company law”) and the securities law of the people’s Republic of China (hereinafter referred to as “the securities law”) This system is formulated in accordance with the measures for the administration of information disclosure of listed companies, the stock listing rules of Shanghai Stock Exchange, the Lanzhou Lishang Guochao Industrial Group Co.Ltd(600738) articles of Association (hereinafter referred to as the articles of association) and other relevant provisions.
Article 2 this system is applicable to the company and its subsidiaries, subsidiaries and participating subsidiaries that can be actually controlled (hereinafter referred to as “subsidiaries”).
Article 3 definition: the term “foreign investment” as mentioned in this system refers to the investment behavior of the company and its subsidiaries in monetary funds, physical assets, marketable securities, intangible assets or other assets, involving the change of property right relationship of the company’s assets, for the purpose of obtaining income.
The main ways of the company’s foreign investment include:
(I) equity investment, including new establishment, equity participation, merger and acquisition, reorganization, equity replacement, increase or decrease of shares, participation and establishment of industrial investment funds;
(II) entrusted management (including entrusted financial management, entrusted loans, etc.), securities investment (including stocks, bonds, funds, bank financial products, etc.) and other financial investments such as the purchase of trading financial assets and available for sale financial assets;
(III) other investments permitted by national laws and regulations.
Chapter II Basic Principles of foreign investment management
Article 4 the basic principles to be followed in the management of foreign investment:
（1） Principle of legality: abide by the provisions of national laws and regulations and industrial policies;
（2） Adaptability principle: the company’s foreign investment must follow the company’s overall development strategy and objectives, adhere to the principle of promoting the company’s development and growth, consolidating and improving the company’s market competitiveness and improving the company’s value;
（3） When making foreign investment, the company must adhere to the principle of “seeking truth from facts, adjusting measures to local conditions and portfolio optimization”, comprehensively consider the leading direction of the industry and the structural balance of the industry, and scientifically and reasonably determine the foreign investment projects and investment scale in combination with the actual production, operation and financial assets of the company;
（4） According to the principle of full demonstration, the company must conduct careful and detailed market investigation, research and demonstration when making foreign investment, fully and reasonably evaluate the benefits and risks of foreign investment projects, and ensure the reasonable benefits of foreign investment;
（5） The principle of collective decision-making;
（6） Post investment risk management principle: carry out multi-level tracking analysis on the invested projects, including changes in the macroeconomic environment, industry trends and the changes in the enterprise’s own micro environment, find problems and risks in time, carry out multi-level tracking analysis on the invested projects, and put forward countermeasures in time to control the risks at the source.
Chapter III Organization of foreign investment management
Article 5 the board of directors and the general meeting of shareholders shall examine and approve the company’s foreign investment projects within their respective authorities.
Article 6 the strategy committee of the board of directors is responsible for formulating the company’s development strategy and investment direction, coordinating and organizing the analysis and research of foreign investment projects, and providing suggestions for decision-making. Article 7 general manager: according to the strategic direction proposed by the board of directors of the company, find out the key investment points and projects, review the investment management system, and organize the feasibility study (a project team can be established as appropriate to be responsible for the feasibility investigation and research of the investment project, prepare the investment feasibility study report and investment project proposal, and track, manage and implement the project plan after being approved by the company); The main person responsible for the management and implementation of foreign investment is responsible for planning, organizing and monitoring the personnel, finance and materials of the implementation of new projects, timely reporting the investment progress to the board of directors and putting forward adjustment suggestions, so as to facilitate the board of directors and the general meeting of shareholders to make timely investment decisions.
Article 8 investment department: the centralized management department of foreign investment, which is responsible for drafting the investment management system; Specifically lead the organization to conduct special analysis and evaluation on the feasibility, investment risk, investment return and other matters of the company’s major investment projects; Properly keep the investment contract or agreement, capital contribution certificate and other materials; Supervise the implementation progress of major investment projects; Timely submit the progress information of the investment project to the Secretary of the board of directors.
Article 9 Financial Department: participate in the feasibility analysis of the project, review and issue the investment budget, and conduct process supervision and benefit evaluation of the investment project; Reasonably determine the investment accounting policy according to the impact on the investee; Timely accounting treatment of investment matters; Establish an investment management account to record the investment object, amount, shareholding ratio, term, income and other matters in detail; If the investee’s financial situation deteriorates and the market price falls sharply in the current period, it shall reasonably withdraw the impairment provision and recognize the impairment loss in accordance with the accounting standards for business enterprises. Article 10 legal department or external legal adviser: participate in the review of agreements, contracts, important relevant letters and articles of association of foreign investment projects; Provide legal advice in the process of foreign investment. Article 11 audit department: to audit the whole process of investment projects, it mainly puts forward audit opinions from the following aspects:
(I) whether the investment object complies with the company’s strategy and national industrial policy guidance;
(II) whether the investment project is feasible;
(III) whether the investment decision-making procedure is legal;
(IV) whether the investment risk has been fully estimated and countermeasures have been formulated;
(V) others.
Article 12 the securities department shall be responsible for managing the information disclosure of foreign investment projects. Article 13 other relevant departments shall participate in the review of investment projects.
Chapter IV division of authority for foreign investment projects
Article 14 the decision-making bodies of the company’s foreign investment are the general manager, the general manager’s office meeting, the board of directors and the general meeting of shareholders. The matters approved by the general meeting of shareholders are as follows:
(I) the total assets involved in foreign investment (if there are both book value and assessed value, whichever is higher) account for more than 50% of the company’s total assets audited in the latest period;
(II) the transaction amount of foreign investment (including debts and expenses undertaken) accounts for more than 50% of the company’s latest audited net assets, and the absolute amount exceeds 50 million yuan; (III) 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;
(IV) 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 company in the latest fiscal year, and the absolute amount exceeds 50 million yuan;
(V) the net profit related to the transaction object (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.
If the data involved in the above index calculation is negative, take the absolute value for calculation.
If the subject matter of the transaction is the company’s equity, and the purchase or sale of the equity will change the scope of the company’s consolidated statements, all the total assets and operating income of the company corresponding to the equity shall be regarded as the total assets involved in the transaction mentioned in Article 14 and the operating income related to the subject matter of the transaction.
If the transaction only meets the criteria in Item (III) or (V) of Article 14, and the absolute value of the company’s earnings per share in the latest fiscal year is less than 0.05 yuan, it may apply to Shanghai stock exchange for exemption from the provisions of Article 14 on submitting the transaction to the general meeting of shareholders for deliberation.
If the transaction meets the standards specified in Article 14, if the subject matter of the transaction is the equity of the company, the listed company shall provide an accounting firm qualified to carry out securities and futures related business, and issue an audit report on the financial and accounting report of the subject matter of the transaction in the latest year in accordance with the accounting standards for business enterprises. The audit deadline shall not exceed six months from the convening date of the general meeting of shareholders to consider the transaction; If the subject matter of the transaction is other non cash assets other than equity, the company shall provide the evaluation report issued by an asset evaluation firm qualified to perform securities and futures related business. The benchmark date of the evaluation shall not exceed one year from the date of the shareholders’ meeting to consider the transaction.
Although the transaction does not meet the standards specified in Article 14, but the Shanghai Stock Exchange deems it necessary, the company shall also provide the audit or evaluation report of relevant accounting firm or asset evaluation firm in accordance with the provisions of the preceding paragraph.
Where a listed company invests in the establishment of a company and can fully pay its capital contribution in installments in accordance with Article 26 or Article 80 of the company law, the provisions of Article 14 shall apply based on the total capital contribution agreed in the agreement.
When a listed company conducts “entrusted financial management” and other transactions, it shall take the amount incurred as the calculation standard and calculate it cumulatively within 12 consecutive months according to the transaction type. The provisions of Article 14 shall apply if the accumulated amount reaches the standard prescribed in Article 14.
When a listed company conducts transactions other than “entrusted financial management”, it shall apply the provisions of Article 14 to the relevant transactions under the same transaction category in accordance with the principle of cumulative calculation within 12 consecutive months. Those who have fulfilled relevant obligations in accordance with Article 14 will not be included in the relevant cumulative calculation scope; Those who have fulfilled relevant obligations in accordance with Article 14 shall not be included in the scope of relevant cumulative calculation.
In addition to the provisions of the preceding paragraph, if the company has a “purchase or sale of assets” transaction, regardless of whether the subject matter of the transaction is related or not, if the total assets or transaction amount involved exceeds 30% of the company’s latest audited total assets within 12 consecutive months, it shall be submitted to the shareholders’ meeting for deliberation and approved by more than two-thirds of the voting rights held by the shareholders attending the meeting.
The above “purchase or sale of assets” does not include the purchase of raw materials, fuels and power, as well as the sale of products, commodities and other assets related to daily operation, but the purchase or sale of such assets involved in asset replacement is still included.
Article 15 major investment projects with a single foreign investment amount of more than 20 million yuan that fail to meet the standards mentioned in Article 14 shall be deliberated and decided by the board of directors; Major investment projects with a single foreign investment amount of less than 20 million yuan (inclusive) shall be reported to the chairman of the board of directors for examination and decision at the general manager’s office meeting; General investment projects with a single foreign investment amount of less than 5 million yuan shall be proposed by the general manager’s office meeting and submitted to the general manager for review and decision.
Article 16 branches shall not make foreign investment. If a wholly-owned or holding subsidiary makes an overseas investment, it shall be deliberated by its internal authority (including but not limited to the shareholders’ meeting, the board of directors, the chairman of the board of directors and the general manager) in accordance with the articles of association or other systems of the subsidiary. After passing the deliberation, it shall be reported to the company for review, and then perform the corresponding examination and approval procedures in accordance with the articles of association and the system of the company.
Article 17 If the company makes an additional investment on the basis of the original foreign investment, it shall perform the corresponding examination and approval procedures according to the total amount after the additional investment.
Article 18 the Secretary of the board of directors shall perform the information disclosure obligations of the company’s foreign investment in strict accordance with the company law, the stock listing rules of Shanghai Stock Exchange, the articles of association, the company’s information disclosure management system and other relevant provisions.
Article 19 where related party transactions are involved, the examination, approval and disclosure procedures shall be performed in accordance with the administrative measures for information disclosure of listed companies, the stock listing rules of Shanghai Stock Exchange and other relevant provisions. Chapter V decision making procedures for investment project management
Article 20 management process of investment projects:
(I) preliminary review and project establishment: the project proposer or department makes a preliminary evaluation of the investment project, prepares the investment estimate, submits the investment proposal, and decides whether to establish the project after the preliminary review of the investment department; (II) due diligence: after passing the preliminary examination, the investment department shall organize relevant departments to conduct corresponding due diligence and field investigation, evaluate the credit and ability of the partner, and evaluate the assets invested by the partner if necessary;
(III) feasibility study: the company sets up a project team to carry out feasibility study on the project and prepare the feasibility study report and investment budget. For major investment projects (referring to the projects to be considered by the board of directors or the general meeting of shareholders, the same below), if necessary, entrust professional institutions with corresponding qualifications to independently evaluate the feasibility study report and form the evaluation report. The appraisal report shall fully reflect the opinions of the appraisers and be signed and sealed by all appraisers;
(IV) draft agreement: draft the text of investment (cooperation) agreement and articles of association, which will be reviewed by relevant departments for approval, and invite the legal risk control department or external legal counsel to participate in the review and provide legal opinions; (V) project demonstration: for major investment projects, organize industry, technology, investment or legal experts to analyze and demonstrate;
(VI) approval and resolution: the project leader shall report to the corresponding decision-making body for approval or resolution level by level;
(VII) formally sign the investment (cooperation) agreement;
(VIII) implementation: the project team shall organize the implementation of investment projects as planned, and the financial department shall carry out fund planning and raising;
(IX) supervision and management: the audit department shall supervise, audit and evaluate the implementation and operation of all investment projects in the whole process. The investment department shall prepare regular / irregular statements on the progress of the investment project, the implementation and use of the investment budget, the situation of all partners, business conditions, existing problems and suggestions, timely report to the general manager of the company and report to the securities department.
Article 21 in the evaluation and implementation of investment, attention shall be paid to at least the following risks:
(I) investment behavior violates national laws and regulations and may suffer external punishment, economic loss and reputation loss;
(II) the investment business is not properly approved or exceeds the authorized approval, which may lead to losses due to major errors, fraud and fraud;
(III) the investment project may cause heavy losses due to wrong decision-making without scientific and rigorous evaluation and demonstration;
(IV) lack of effective management in the implementation of investment projects, which may lead to losses due to failure to ensure investment safety and investment income;
(V) improper decision-making and implementation of investment project disposal may lead to damage to rights and interests;
(VI) improper fund planning and raising leads to investment risk and financial risk of original business;
(VII) disclose trade secrets, technical secrets and insider information due to improper confidentiality.
Article 22 after the feasibility study and the general manager of the above-mentioned project are reported to the general manager. The general manager shall conduct an overall assessment of the feasibility, rationality and legitimacy of the investment behavior, perform the specified procedures, and sign a written review opinion on whether the investment benefit is feasible.
Article 23 for major investment projects, the Securities Department of the company shall report to the strategy committee of the board of directors, which shall make prudent judgment and decide whether to submit them to the board of directors or the shareholders’ meeting
