Shanghai Sk Automation Technology Co.Ltd(688155)
Foreign investment management system
Chapter I General Provisions
Article 1 in order to regulate Shanghai Sk Automation Technology Co.Ltd(688155) (hereinafter referred to as the “company”)’s foreign investment, improve investment efficiency, avoid the risks brought by investment, make effective and rational use of funds and maximize the time value of funds, according to the company law of the people’s Republic of China, the rules for the listing of stocks on the science and Innovation Board of Shanghai Stock Exchange (hereinafter referred to as the “Stock Listing Rules”) and other laws This system is formulated in accordance with the relevant provisions of laws and regulations and Shanghai Sk Automation Technology Co.Ltd(688155) articles of Association (hereinafter referred to as the “articles of association”) and in combination with the actual situation of the company.
Article 2 this system is applicable to the company and its subsidiaries within the scope of consolidated statements. In case of foreign investment of a subsidiary, the handling department of the subsidiary shall apply to the company for handling the relevant approval procedures, which shall be reviewed and approved by the relevant decision-making body of the company, and then approved by the subsidiary for implementation in accordance with its internal decision-making procedures.
Article 3 the term “foreign investment” as mentioned in this system refers to the company’s investment in various forms, or securities investment, entrusted finance with its own funds, or investment in futures, options, warrants and other derivative products based on stocks, interest rates, exchange rates and commodities by making a certain amount of monetary capital, equity and evaluated physical or intangible assets as capital contribution for future income.
Article 4 foreign investment involving the use of raised funds shall also comply with the relevant provisions of the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, the guidelines for the self-discipline supervision of listed companies on the science and Innovation Board of Shanghai Stock Exchange No. 1 – standardized operation, the stock listing rules and other laws and regulations, the articles of association and the measures for the management of raised funds of the company.
If the foreign investment involves related party transactions, it shall also comply with the relevant provisions of the stock listing rules and other laws and regulations, the articles of association and the company’s related party transaction decision-making system.
Chapter II principles and methods of foreign investment
Article 5 the company’s foreign investment management principles:
(I) principle of legality: abide by national laws and regulations and comply with national industrial policies;
(II) principle of adaptability: the selection of investment projects should follow the company’s development strategy, with appropriate scale and according to their ability, and should be combined with the company’s industrial development plan to maximize the mobilization of existing resources;
(III) optimization principle of Portfolio Investment: Based on the company’s strategic policy and long-term planning, comprehensively consider the leading direction of the industry and the structural balance of the industry, so as to realize the optimization of portfolio investment;
(IV) the principle of maximum risk control: track and analyze the invested projects at multiple levels, including changes in the macroeconomic environment, industry trends and the micro environment of the enterprise itself, find problems and risks in time, put forward countermeasures in time, and control the risks at the source;
(V) principle of responsibility: if the investment decision-making is wrong, which leads to blind expansion or loss of development opportunities, which may lead to the rupture of the capital chain or low efficiency of capital use, corresponding responsibilities shall be borne.
Article 6 the company shall allocate qualified personnel to handle foreign investment business. Personnel handling foreign investment business shall have good professional ethics and master professional knowledge in finance, investment, accounting and law. Article 7 the company may, according to actual needs, entrust professional institutions with corresponding qualifications to conduct feasibility studies and provide independent feasibility study reports.
Article 8 the company shall set up corresponding records or vouchers to truthfully record the development of all links of foreign investment business, strengthen the management of approval documents, investment contracts or agreements, investment plans, foreign investment disposal resolutions and other documents, strengthen the management of all links such as the acquisition, archiving, storage and access of various documents and materials, and clarify the responsibilities and authorities of relevant personnel.
Article 9 the company shall make an objective evaluation on the investment objective, scale, mode, capital source, risk and income.
Article 10 for entrusted financial management, the company shall select a qualified professional financial management institution with good credit status and financial status, no bad credit record and strong profitability as the trustee, and sign a written contract with the trustee to clarify the amount, term, investment variety, rights, obligations and legal responsibilities of both parties.
Article 11 the board of directors of the company shall assign special personnel to track the progress and safety of the entrusted financial management funds, and require them to report in time in case of abnormalities, so that the board of directors can take effective measures to recover the funds immediately and avoid or reduce the losses of the company.
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 III Examination and approval authority for foreign investment
Article 12 Where the company’s foreign investment meets one of the following standards, it shall be submitted to the board of directors for deliberation and timely disclosure:
(I) the total assets involved in the transaction (if there are both book value and assessed value, whichever is higher) account for more than 10% of the company’s total assets audited in the latest period;
(II) the transaction amount of the transaction accounts for more than 10% of the market value of the company;
(III) the net assets of the subject matter of the transaction (such as equity) in the latest fiscal year account for more than 10% of the market value of the company;
(IV) the relevant operating income of the subject matter of the transaction (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 exceeds 10 million yuan;
(V) the profit generated from the transaction accounts for more than 10% of the audited net profit of the company in the latest fiscal year and exceeds 1 million yuan;
(VI) the net profit related to the subject matter of the transaction (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 more than 1 million yuan.
Article 13 Where the company’s foreign investment meets one of the following standards, it shall be submitted to the general meeting of shareholders for deliberation in addition to the deliberation of the board of directors:
(I) the total assets involved in the transaction (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 the transaction accounts for more than 50% of the market value of the company;
(III) the net assets of the subject matter of the transaction (such as equity) in the latest fiscal year account for more than 50% of the market value of the company;
(IV) the relevant operating income of the subject matter of the transaction (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 exceeds 50 million yuan;
(V) the profit generated from the transaction accounts for more than 50% of the audited net profit of the company in the latest fiscal year and exceeds 5 million yuan;
(VI) the net profit related to the subject matter of the transaction (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 more than 5 million yuan.
Article 14 foreign investment that fails to meet the deliberation criteria of the board of directors of the company in Article 12 shall be examined and approved by the general manager of the company.
Article 15 if the subject matter of the transaction is equity and meets the standards specified in Article 13, the company shall provide the audit report of the latest financial report of the subject matter of the transaction; If the subject matter of the transaction is a non cash asset other than equity, an evaluation report shall be provided.
The deadline of the audited financial report shall not exceed 6 months from the date of use of the audit report, and the benchmark date of the evaluation report shall not exceed 1 year from the date of use of the evaluation report.
The audit report and evaluation report specified in the preceding paragraph shall be issued by a securities service institution qualified to carry out securities and futures related business.
Although the transaction does not meet the standards specified in Article 13, but the Shanghai Stock Exchange deems it necessary, the company shall provide an audit or evaluation report.
Article 16 Where the scope of the company’s consolidated statements is changed due to the equity transaction of the company, the relevant financial indicators of the company corresponding to the equity shall be taken as the calculation basis, and Article 12 or 13 shall apply.
If the aforesaid equity transaction does not lead to any change in the scope of the consolidated statements, the relevant financial indicators shall be calculated according to the change proportion of the equity held by the company, and Article 12 or 13 shall apply.
Article 17 Where the company has entrusted financial management and cash management for 12 consecutive months, the maximum balance in that period shall be the transaction volume, and item 2 of Article 12 or item 2 of Article 13 shall apply.
Unless otherwise specified in the stock listing rules such as entrusted financial management and cash management and the business rules of Shanghai Stock Exchange, when the company makes foreign investment related to the subject matter, Article 12 or Article 13 shall apply in accordance with the principle of cumulative calculation for 12 consecutive months.
Those who have fulfilled their obligations in accordance with Article 12 or Article 13 shall not be included in the relevant cumulative calculation scope. Chapter IV administration of foreign investment
Article 18 the company shall strengthen the management of the investment implementation plan and clarify the time, amount, method and responsible personnel of capital contribution. The implementation plan of foreign investment and the change of the plan shall be approved by the competent department of the company. If a contract needs to be signed for foreign investment business, the opinions of the company’s legal adviser or relevant experts shall be consulted and signed after being approved by the authorized department or personnel.
Article 19 for foreign investment in the form of entrusted investment, the credit status and performance ability of the entrusted enterprise shall be investigated, the entrusted investment contract shall be signed, the rights, obligations and responsibilities of both parties shall be clarified, and corresponding risk prevention and control measures shall be taken.
Article 20 the company shall designate special departments or personnel to track and manage the investment projects, master the financial status, operation and cash flow of the invested company, regularly organize investment quality analysis, and timely report to the relevant departments and personnel of the company and take corresponding measures in case of abnormalities. The company may dispatch the general manager, financial director or other management personnel to the invested company according to the management needs.
Article 21 the company shall establish a timely reporting and performance evaluation mechanism for the relevant personnel stationed in the invested company.
Article 22 the company shall strengthen the control of investment income and calculate the investment income in accordance with the relevant accounting system of the company.
Article 23 If the equity structure of the invested company changes, it shall obtain the relevant documents of the invested company, go through the relevant property right change procedures in time, and reflect the impact of the equity change on the company.
Article 24 the basic information and dynamic information of the invested entity, the fair value information of various assets and liabilities of the invested entity at the time of obtaining the investment, and the related party transactions with the invested entity over the years shall be included in the information management.
Article 25 the company shall regularly check the relevant accounts with the invested company to ensure the safety and integrity of the investment.
Article 26 the company shall strengthen the regular inspection and centralized management of the impairment of investment projects, and the accrual standards and approval procedures of impairment reserves shall be implemented in accordance with the relevant provisions of the company on asset impairment.
Chapter V investment disposal control
Article 27 the company shall strengthen the control of investment disposal, and strengthen the management of decision-making and authorization approval procedures for investment recovery, transfer, write off, etc.
Article 28 the recovery, transfer and write off of investment shall be examined and approved in accordance with the prescribed authority and procedures, and the relevant examination and approval procedures shall be performed. The investment assets recovered shall be collected in full and in time. For the transfer of investment, the transfer price shall be reasonably determined by relevant institutions or personnel and reported to the authorized approval department for approval; If necessary, a specialized agency with corresponding qualifications can be entrusted for evaluation. To write off an investment, legal documents and supporting documents that cannot recover the investment due to the bankruptcy of the invested company shall be obtained.
Article 29 the company shall carefully review the approval documents, meeting minutes, asset recovery list and other relevant materials related to investment disposal, and timely carry out the accounting treatment of foreign investment disposal in accordance with the regulations to ensure the authenticity and legality of asset disposal.
Article 30 the company shall establish a follow-up evaluation management mechanism for investment projects, carry out follow-up evaluation on the company’s important investment projects, and take it as the basic basis for investment reward and accountability. Chapter VI supplementary provisions
Article 31 Where there are no provisions in this system, the provisions of relevant laws, administrative regulations, departmental rules and normative documents and the provisions of the articles of association shall apply. In case of any conflict between this system and laws, administrative regulations, departmental rules, normative documents and the articles of association, the laws, administrative regulations, departmental rules, normative documents and the articles of association shall prevail.
Article 32 the system shall come into force and be implemented as of the date when it is deliberated and adopted by the general meeting of shareholders of the company.
Article 33 the board of directors shall be responsible for the interpretation of this system.
Shanghai Sk Automation Technology Co.Ltd(688155) April 2002
