Foreign investment system
Chapter I General Provisions
Article 1 in order to regulate the foreign investment of Tong Petrotech Corp(300164) (hereinafter referred to as “the company”), strengthen the management of the company’s foreign investment, prevent the risks of foreign investment, ensure the safety of foreign investment, improve the benefits of foreign investment, and safeguard the company’s image and the interests of investors, in accordance with the company law of the people’s Republic of China (hereinafter referred to as “the company law”) This system is formulated in combination with the actual situation of the company in accordance with the relevant provisions of laws, regulations and normative documents such as the Shenzhen Stock Exchange GEM Listing Rules (hereinafter referred to as the “Listing Rules”), as well as the Tong Petrotech Corp(300164) articles of Association (hereinafter referred to as the “articles of association”).
Article 2 the term “foreign investment” as mentioned in this system refers to the company’s investment activities in various forms by making a certain amount of monetary capital, equity and evaluated physical or intangible assets as capital contribution 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, bonds, funds, dividend insurance, etc;
Long term investment mainly refers to all kinds of investments with an investment term of more than 1 year that cannot be realized at any time or are not ready to be realized, 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 to establish joint ventures, cooperative companies or development projects with other domestic (foreign) independent legal entities and natural persons;
（3） Participating in other domestic (foreign) independent legal entities;
（4） Operating assets are leased, entrusted or jointly operated with others.
Article 4 the basic principles to be followed in foreign investment: conform to the company’s development strategy, reasonably allocate enterprise resources, promote the optimal combination of factors and create good economic benefits.
Article 5 this system is applicable to all foreign investment activities of the company and its wholly-owned subsidiaries and holding subsidiaries (hereinafter referred to as “subsidiaries”).
Chapter II examination and approval authority for foreign investment
Article 6 the company’s foreign investment shall be subject to professional management and level by level examination and approval system.
Article 7 the examination and approval of the company’s foreign investment shall be carried out in strict accordance with the authority specified in the company law, listing rules and other relevant laws and regulations, the articles of association, the rules of procedure of Tong Petrotech Corp(300164) shareholders’ meeting and the rules of procedure of Tong Petrotech Corp(300164) board of directors.
Article 8 if the foreign investment of the company meets one of the following standards, it shall be deliberated and approved by the general meeting of shareholders:
（1） The total assets involved in the transaction (if there are both book value and evaluation value, whichever is higher) account for more than 50% of the company’s total assets audited in the latest period;
（2） The transaction amount of the transaction (including the 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;
（3） 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 the absolute amount exceeds 5 million yuan;
（4） 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;
（5） The related net profit of 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 indicators is negative, the absolute value shall be taken for calculation. If the company’s foreign investment constitutes a related party transaction, it shall be handled in accordance with the approval procedures for related party transactions.
If the company’s foreign investment meets one of the following standards, it shall be reviewed and approved by the board of directors. If it fails to meet the following standards, it shall be reviewed and approved by the president’s office:
（1） The total assets involved in the transaction (if there are both book value and evaluation value, whichever is higher) account for more than 10% of the company’s total assets audited in the latest period;
（2） The transaction amount of the transaction (including the debts and expenses undertaken) accounts for more than 10% of the company’s latest audited net assets, and the absolute amount exceeds 10 million yuan;
（3） 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 the absolute amount exceeds 1 million yuan;
（4） The relevant operating income of the transaction object (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;
（5） The net profit related to the transaction object (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.
If the data involved in the above indicators is negative, the absolute value shall be taken for calculation. If the company’s foreign investment constitutes a related party transaction, it shall be handled in accordance with the approval procedures for related party transactions.
When the company conducts transactions such as “providing financial assistance” and “entrusted financial management”, it shall take the amount incurred as the calculation standard and calculate it cumulatively within 12 consecutive months according to the transaction type.
When the company conducts transactions other than “providing guarantee”, “providing financial assistance” and “entrusted financial management”, it shall cumulatively calculate the relevant transactions under the same transaction category within 12 consecutive months. Chapter III Organization of foreign investment management
Article 9 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. Any other department or individual has no right to make decisions on foreign investment.
Article 10 the president of the company is the main person in charge of the implementation of foreign investment. He is responsible for the information collection, sorting and preliminary evaluation of new investment projects, putting forward investment suggestions, etc., tracking the investment progress and investment safety in time, and reporting to the board of directors in time in case of abnormalities, so that the board of directors can take effective measures to recover funds and avoid or reduce the losses of the company.
Article 11 the relevant centralized management department of the company is the project undertaking unit, which is specifically responsible for the information collection of investment projects, the preparation of project proposals and feasibility study reports, project application and approval, supervision and coordination in the process of project implementation and post project evaluation.
Article 12 the financial management center of the company is the daily financial management department of foreign investment. After the company’s foreign investment projects are determined, the financial management center is responsible for raising funds, cooperating with relevant parties to go through capital contribution procedures, industrial and commercial registration, tax registration, bank account opening and other relevant procedures, and implementing strict borrowing, approval and payment procedures.
Article 13 for highly professional or large-scale investment projects, the preliminary work shall form a special project
Article 14 the financial management center shall review and evaluate the project plan / analysis report, and decide to organize the implementation or report to the board of directors / general meeting for approval.
Chapter IV administration of foreign investment
Article 15 short term investment procedures of the company:
（1） The financial management center shall regularly prepare the statement of capital flow;
（2） The investment analysts of the company shall prepare and report the annual short-term investment plan according to the situation of various securities in the securities market and the profitability of other investment objects, and submit it to the board of directors and the general meeting of shareholders for approval according to the scale of short-term investment;
（3） The financial management center is responsible for transferring the funds in the investment plan to other monetary capital accounts according to the investment plan;
（4） The investment operator can apply for or buy or sell securities after putting forward securities investment opinions and being confirmed by the vice president in charge of investment;
（5） The vice president in charge of investment shall regularly summarize the profit and loss and market value statement of short-term investment and submit it to the board of directors and the general meeting of shareholders for review.
Article 16 the investment operator shall submit the investment related documents to the financial management center at the end of each month. The financial management center is responsible for timely registration and entry according to the short-term investment category, quantity, unit price, accrued interest, purchase date, etc., and carry out relevant accounting treatment.
Article 17 the company shall establish a strict securities custody system, which shall be jointly controlled by at least two persons, 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 18 the short-term securities purchased by the company must be recorded in the name of the company on the day of purchase.
Article 19 the financial management center of the company is responsible for regularly checking the use and balance of securities investment funds. The interest and dividends received shall be recorded in the account in time.
Article 20 the company’s long-term foreign investment can be divided into new projects and existing projects according to the nature of the investment projects.
（1） A new project refers to an investment project that is approved to be established and invested according to the approved investment amount.
（2） Capital increase of existing projects refers to the activities that the original investment projects need to increase investment on the basis of the original approved investment according to the needs of operation.
Article 21 long term investment procedures of the company:
（1） The relevant centralized management department of the company cooperates with the financial management center to determine the investment purpose and investigate the investment environment;
（2） The relevant centralized management department of the company shall prepare the letter of intent (project initiation report) on the basis of full investigation and research;
（3） The relevant centralized management department of the company shall prepare the feasibility study report of the investment project and submit it to the financial management center and the president;
（4） Handle the approval procedures according to the procedures specified in this system;
（5） The relevant centralized management departments of the company are responsible for the implementation, operation and management of the project.
Article 22 once a foreign long-term investment project is approved, it is not allowed to increase investment at will. If it is really necessary to increase investment, the letter of investment and the feasibility study report of the investment project must be resubmitted.
Article 23 the financial management center of the company is responsible for cooperating with authorized departments and personnel to invest cash, physical or intangible assets in accordance with the provisions of long-term investment contracts or agreements. The physical delivery procedures must be handled for the input of physical objects, which shall be approved by the physical use department and the management department.
Article 24 for major investment projects, experts or intermediaries can be hired to conduct review and feasibility analysis and demonstration.
Article 25 for an investment project that meets the standards specified in Article 8, if the subject matter of the transaction is equity, the company shall employ an accounting firm qualified to engage in Securities and futures related business to audit the financial and accounting report of the subject matter of the transaction in the latest year. The audit deadline shall not exceed six months from the signing date of the agreement; If the subject matter of the transaction is other assets other than equity, the company shall employ an asset appraisal institution qualified to engage in Securities and futures related business for appraisal, and the benchmark date shall not exceed one year from the signing date of the agreement. For investment projects that fail to meet the standards specified in Article 8, if Shenzhen Stock Exchange deems it necessary, the company also employs relevant accounting firms or asset evaluation institutions for audit or evaluation.
Article 26 the relevant centralized management department of the company shall prepare and implement the investment construction and development plan according to the investment project determined by the company, guide, supervise and control the implementation of the project, participate in the audit, final (intermediate) liquidation and handover of the investment project, and conduct investment evaluation and summary.
Article 27 the relevant centralized management departments of the company are responsible for the supervision, inspection and evaluation of the implementation and operation of investment projects in the whole process. The quarterly report system shall be implemented for investment projects. The relevant centralized management departments of the company shall compile quarterly statements on the progress of investment projects, the implementation and use of investment budget, the situation of partners, business status, existing problems and suggestions, and report them to the leaders of the company in time. During the implementation of investment and construction of the project, the investment budget can be reasonably adjusted according to the changes of the implementation. The adjustment of the investment budget needs to be approved by the original investment examination and approval authority.
Article 28 the board of directors of the company shall regularly understand the implementation progress and investment benefits of the investment project. 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 according to the specific circumstances.
Article 29 the board of supervisors and the financial management center of the company shall supervise the investment projects according to their responsibilities, put forward corrective opinions on violations in time, put forward special reports on major problems, and submit them to the project investment approval authority for discussion and handling.
Article 30 establish and improve the archives management system of investment projects. The archives from the pre selection of the project to the completion and handover of the project (including the suspension of the project) shall be sorted out and archived by the relevant centralized management departments of the company.
Chapter V transfer and recovery of foreign investment
Article 31 in case of any of the following circumstances, the company may recover its foreign investment:
（1） According to the articles of association, the operation of the investment project (enterprise) expires;
（2） Due to the poor management of investment projects (enterprises), they are unable to repay their due debts and go bankrupt according to law; （3） The project (enterprise) cannot continue to operate due to force majeure;
（4） When other circumstances specified in the contract occur or occur.
Article 32 the company may transfer its foreign investment under any of the following circumstances:
（1） The investment project has obviously gone against the company’s business direction;
（2） There are continuous losses in the investment project and there is no hope of turning around the losses, and there is no market prospect;
（3） When supplementary funds are urgently needed due to insufficient operating funds;
（4） Other circumstances deemed necessary by the company.
Article 33 the transfer of investment shall be handled in strict accordance with the provisions of the company law and other laws on the transfer of investment. The disposal of foreign investment must comply with the relevant provisions of relevant laws and regulations of the state. Article 34 The procedures and authorities for approving the disposal of foreign investment are the same as those for approving the implementation of foreign investment.
Article 35 the financial management center is responsible for the asset evaluation of investment recovery and transfer to prevent the loss of the company’s assets
