Yifan Pharmaceutical Co.Ltd(002019) YIFAN PHARMACEUTICAL CO.,LTD.
Investment management system
(revised in April 2002)
catalogue
Chapter I General Provisions Chapter II decision-making authority of investment Chapter III voting on foreign investment 4 chapter IV Supplementary Provisions five
Chapter I General Provisions
Article 1 in order to standardize the investment decision-making and implementation of Yifan Pharmaceutical Co.Ltd(002019) (hereinafter referred to as “the company” or “the company”), improve the corporate governance structure and fully safeguard the interests of the company and shareholders, in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of information disclosure of listed companies and the stock listing rules of Shenzhen Stock Exchange This system is hereby formulated in accordance with the relevant laws, regulations, normative documents such as the guidelines for self regulatory supervision of listed companies No. 1 – standardized operation of listed companies on the main board and the relevant provisions of the Yifan Pharmaceutical Co.Ltd(002019) articles of Association (hereinafter referred to as the “articles of association”).
Article 2 the investment mentioned in this system refers to the company’s investment in the construction of other units, subsidiaries (branches) and the company itself in cash, in kind, intangible assets or by purchasing stocks, bonds and other valuable ways. The legal form includes but is not limited to the contribution to the establishment of other business entities, the concession of equity, the subscription of bonds, etc.
Article 3 where the company invests in fixed assets, intangible assets and other non monetary assets, it shall go through the corresponding transfer procedures in accordance with relevant laws and regulations.
Article 4 the net asset value of the company shall be determined based on the latest audited financial report of the company and with reference to the dynamic financial data of the company.
Chapter II investment decision-making authority
Article 5 in principle, Investment Affairs shall be decided and authorized by the board of directors, but it does not exclude the situations that shall be decided and implemented by the general meeting of shareholders or the chairman of the board of directors as stipulated in this system.
Article 6 the chairman of the board of directors shall decide on foreign investment that fails to meet the criteria for deliberation and disclosure of the board of directors..
Article 7 the board of directors has the following approval authority stipulated in the articles of association: the foreign investment that should be disclosed as stipulated in the stock listing rules of Shenzhen Stock Exchange and the foreign investment (transaction or related party transaction) explicitly required to be considered by the board of directors shall be submitted to the board of directors for review.
Article 8 if the board of directors decides to implement a certain investment in accordance with the provisions of this system, it shall fully disclose the relevant information of the matter in accordance with national laws, regulations and relevant provisions within 2 days from the date of the resolution of the board of directors.
Article 9 the board of directors shall, in accordance with the provisions of this system, consider the investment matters that should be submitted to the general meeting of shareholders for decision-making, make corresponding resolutions of the board of directors, and timely notify the convening of the general meeting of shareholders or extraordinary general meeting of shareholders.
Article 10 the foreign investment decided and authorized by the general meeting of shareholders shall meet one of the following circumstances:
1. Exceeding the investment scope that can be decided by the board of directors;
2. Although the board of directors has the power to make decisions, but the board of directors submits it to the general meeting of shareholders for deliberation and decision;
3. Although the board of directors has the power to make decisions, the shareholders’ meeting or more than half of the independent directors believe that it should be submitted to the shareholders’ meeting for deliberation and decision.
Article 11 the chairman of the board of directors or the board of directors shall not slack off in performing the obligation of disclosure or notification.
Article 12 If the investment involves related party transactions, it shall comply with the specific provisions of the decision-making system for related party transactions of the merger and cross application company.
Article 13 when the company has other transactions except those otherwise specified in the cumulative principle, this system shall be applied to the similar transactions related to the transaction object according to the principle of cumulative calculation for 12 consecutive months. When the company purchases or sells assets as stipulated in Section 1 of Chapter VI of the Listing Rules of Shenzhen Stock Exchange, the higher of the total assets and transaction amount shall be taken as the calculation standard, and the cumulative calculation shall be made within 12 consecutive months according to the type of transaction. If the cumulative calculation reaches 30% of the latest audited total assets, in addition to audit or evaluation, it shall also be submitted to the general meeting of shareholders for deliberation, And approved by two-thirds of the voting rights held by the shareholders attending the meeting.
Those who have fulfilled relevant obligations in accordance with the provisions will not be included in the relevant cumulative calculation scope.
Article 14 detailed rules for the follow-up daily management, evaluation management, transfer and recovery of foreign investment shall be formulated separately, but shall not conflict with relevant laws and regulations and this system.
Chapter III voting on foreign investment
Article 15 in addition to the requirements of Chapter III of the system, the voting and authorization of investment shall comply with the provisions on meeting procedures and effective voting in the company law and the articles of association.
Article 16 the voting on investment matters shall be based on maximizing the interests of the company and all shareholders. Article 17 if related party transactions are involved in investment matters, the related senior managers, directors or related shareholders shall withdraw.
Article 18 the board of directors and the general meeting of shareholders shall require independent directors with professional knowledge to express independent and fair opinions on major investment in the voting of foreign investment matters. With the consent of more than half of the independent directors, professional institutions can be hired to provide suggestions on the legality, rationality and investment effectiveness of investment matters, and the reasonable expenses during the period shall be borne by the company.
Article 19 the investment implemented or decided to be implemented in violation of the authority provisions of this system shall be null and void; If the investment has been implemented and reviewed by judicial and arbitration procedures and is considered to be performed, the relevant personnel shall be liable to the company or shareholders for the damage caused by it.
Chapter IV supplementary provisions
Article 20 this system guides and restricts matters related to the company’s investment, and is deemed to be an effective supplement to the company’s rules of procedure of the general meeting of shareholders, rules of procedure of the board of directors, decision-making system of connected transactions and rules of procedure of the board of supervisors from the date of adoption of the general meeting of shareholders.
Article 21 matters not covered in this system shall be implemented in accordance with relevant national laws, regulations and the articles of Association; In case of any conflict between this system and the laws and regulations promulgated by the state in the future or the articles of association modified by legal procedures, the provisions of relevant national laws, regulations and the articles of association shall prevail.
Article 22 the system shall be formulated and modified by the board of directors and shall come into force after being reviewed and approved by the general meeting of shareholders. Article 23 the board of directors is responsible for the interpretation of this system.
