Leyard Optoelectronic Co.Ltd(300296)
Foreign investment management system
Chapter I General Provisions
Article 1 in order to regulate the foreign investment of Leyard Optoelectronic Co.Ltd(300296) (hereinafter referred to as the “company”), reduce the risk of foreign investment, improve the efficiency of foreign investment and safeguard the legitimate rights and interests of the company and shareholders, in accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the civil code of the people’s Republic of China, the Leyard Optoelectronic Co.Ltd(300296) articles of Association (hereinafter referred to as the “articles of association”) and other national laws, This system is formulated in accordance with laws and regulations and relevant rules and regulations.
Article 2 the term “foreign investment” as mentioned in this system refers to the company’s investment activities in the form of cash, physical assets and intangible assets, including the establishment, merger and acquisition of enterprises (specifically including new establishment, equity participation, merger and acquisition, reorganization, equity replacement, share increase or reduction, etc.), equity investment, entrusted management and other forms permitted by national laws and regulations.
Article 3 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 one year (including one 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 one year that cannot be realized at any time or are not ready to be realized, including bond investment, equity investment and other investments.
Article 4 the basic principles to be followed in foreign investment:
1. The company’s foreign investment shall comply with the provisions of national laws, regulations, articles of association and other relevant systems; 2. The company’s foreign investment must pay attention to risk prevention and ensure the safe operation of funds;
3. The company’s foreign investment should 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 and holding subsidiaries (hereinafter referred to as “subsidiaries”). Without the consent of the company, subsidiaries shall not make foreign investment.
Chapter II foreign investment management organization of the company
Article 6 the general meeting of shareholders, the board of directors and the chairman of the board of directors of the company are the decision-makers of the company’s foreign investment, and make decisions on the company’s foreign investment within their authority.
Article 7 the deputy general manager in charge of investment of the company is responsible for overall planning, coordinating and organizing the analysis and research of the company’s foreign investment projects, comprehensively reviewing the project documents submitted by the company’s investment department and forming review opinions for the decision-making reference of the chairman, the board of directors and the general meeting of shareholders.
Article 8 division of functions of foreign investment
The investment department is responsible for the feasibility study, implementation and disposal of foreign investment projects; Be responsible for equity management of subsidiaries and joint-stock companies.
The business department that puts forward professional suggestions carries out business and professional research on the project and puts forward professional opinions.
The financial management center is responsible for fund allocation and management in foreign investment, financial monitoring of the company’s foreign investment, guiding subsidiaries to improve financial management and supervising their daily financial work; Cooperate with the investment department of the company in the analysis and demonstration of foreign investment.
The internal audit department is responsible for the audit of the company’s major foreign investment and the whole process supervision of foreign investment.
The securities department is responsible for convening relevant board of directors and shareholders’ meetings and disclosing the information of the company’s foreign investment. Chapter III scope, authority and approval procedures of foreign investment
Article 9 foreign investment referred to in this system includes but is not limited to:
1. Equity investment of enterprises;
2. Debt investment;
3. Investing in available for sale financial assets;
4. Other equity instrument investments and other non current financial assets;
5. Other foreign investment.
Article 10 if the company’s foreign investment projects meet the following standards, they shall be reviewed and approved by the board of directors and submitted to the general meeting of shareholders for deliberation and approval:
1. The total assets involved in the transaction account for more than 50% of the company’s total assets audited in the latest period. If the total assets involved in the transaction have both book value and assessed value, the higher one shall be taken as the calculation data;
2. 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;
3. The relevant net profit of the transaction object (such as equity) in the latest accounting year accounts for more than 50% of the audited net profit of the company in the latest accounting year, and the absolute amount exceeds RMB 5million;
4. The transaction amount (including debts and expenses) of the transaction accounts for more than 50% of the company’s latest audited net assets, and the absolute amount exceeds 50 million yuan;
5. 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.
If the data involved in the above index calculation is negative, take its absolute value for calculation.
Article 11 if the foreign investment projects of the company meet the following standards, they shall be deliberated and approved by the board of directors of the company:
1. The total assets involved in the transaction account for more than 5% of the company’s total assets audited in the latest period. If the total assets involved in the transaction have both book value and assessed value, the higher one shall be taken as the calculation data;
2. The relevant operating income of the transaction object (such as equity) in the latest fiscal year accounts for more than 5% of the audited operating income of the company in the latest fiscal year, and the absolute amount exceeds 10 million yuan;
3. The net profit related to the transaction object (such as equity) in the latest fiscal year accounts for more than 5% of the audited net profit of the company in the latest fiscal year, and the absolute amount exceeds 1 million yuan;
4. The transaction amount (including debts and expenses) of the transaction accounts for more than 5% of the company’s latest audited net assets, and the absolute amount exceeds 10 million yuan;
5. The profit generated from the transaction accounts for more than 5% 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.
Article 12 for foreign investment projects beyond the approval standards of the general meeting of shareholders and the board of directors stipulated in this system, the board of directors shall, according to the actual situation of the company and the principle of prudent authorization, the chairman of the board of directors shall approve them according to the approval opinions of the deputy general manager and the feasibility report of the investment department.
Article 13 Where the state laws and regulations or the regulatory authorities have other provisions on the approval authority of the company’s foreign investment, such provisions shall prevail.
Chapter IV decision making procedures for foreign investment
Article 14 long term investment decision-making procedures of the company:
1. The investment department conducts market research and Analysis on the project to be invested, forms a project initiation report, and analyzes and demonstrates the feasibility of the project;
2. After the project initiation report is formed, it shall be submitted to the deputy general manager in charge of investment of the company for preliminary review;
3. After the preliminary review and other functions of the investment management department, the feasibility report shall be fully discussed and communicated with the financial management department after the preliminary review;
4. The investment department will submit the feasibility report examined and approved to the chairman of the board, the board of directors and the general meeting of shareholders for deliberation and approval in accordance with the authorities and procedures specified in laws and regulations, the articles of association and this system.
5. After the investment project is approved, the investment department of the company is responsible for the specific implementation.
Article 15 during the implementation of long-term foreign investment projects, the investment budget in the feasibility report may be reasonably adjusted according to the changes in the implementation. The adjustment of the investment budget shall be approved by the original examination and approval authority.
Article 16 a long-term investment project shall sign an investment contract or agreement with the investee. The long-term investment contract or agreement can only be signed after being reviewed by the legal department of the company or the legal consultant hired by the company.
Article 17 for major investment projects, the company may employ experts or intermediaries to conduct feasibility analysis and demonstration.
Article 18 investment projects shall be subject to the regular reporting system. The financial management center shall cooperate with relevant centralized departments to compile quarterly statements on the progress of investment projects, the implementation and use of investment budget, the situation of all partners, business status, existing problems and suggestions, and report them to the Investment Review Committee in time.
Article 19 the board of supervisors, the internal audit department and the financial management center of the company shall supervise the investment projects according to their responsibilities, timely put forward corrective opinions on violations, put forward special reports on major problems, and submit them to the deputy general manager in charge of investment for discussion and treatment.
Article 20 the company shall establish and improve the archives management system of investment projects. The archives from the pre selection of the project to the completion of the project (including the suspension of the project) shall be sorted and archived by the company’s investment department and relevant centralized departments.
Chapter V transfer and recovery of foreign investment
Article 21 the company may recover its foreign investment in any of the following circumstances:
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 22 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 23 the transfer of investment shall be handled in strict accordance with the provisions of the company law, the articles of association and other laws on the transfer of investment. The disposal of foreign investment must comply with relevant national laws, regulations and relevant regulatory provisions.
Article 24 the procedures and authorities for approving the disposal of foreign investment are the same as those for approving the implementation of foreign investment. The company’s investment department and relevant centralized departments shall do a good job in the asset evaluation of investment recovery and transfer to prevent the loss of the company’s assets.
Chapter VI personnel management
Article 25 for companies invested abroad (including subsidiaries, joint ventures and joint-stock companies), the number of directors, supervisors and senior managers appointed or recommended by the company shall be determined according to the shareholding ratio of the company, and ensure that the above personnel are sufficient to maintain the company’s control over subsidiaries in the board of directors, board of supervisors and management. The appointment of key financial personnel and management personnel of key departments of subsidiaries shall be reported to the human resources department of the company for approval, except those appointed or recommended by other shareholders.
Article 26 the candidates of the above-mentioned dispatched personnel for foreign investment (hereinafter referred to as “dispatched personnel”) shall be examined and approved by the chairman of the company. The above dispatched 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 unit, maintain and increase the value of the company’s investment, and strive to maximize the interests of shareholders.
Article 27 the directors appointed by the company as the invested unit (hereinafter referred to as “dispatched directors”) must attend the board meeting of the invested unit on time, participate in the decision-making of the board of directors of the invested unit, undertake the work entrusted by the board of directors of the invested unit, carefully read the business and financial reports of the company, and accurately understand the operation and management of the invested unit, The important situation of the invested unit shall be reported to the company in time.
Article 28 the directors, supervisors and senior managers appointed or recommended by the company have the following responsibilities: 1. Exercise relevant rights and bear relevant management responsibilities according to law;
2. Supervise and urge subsidiaries, joint-stock companies and joint ventures to seriously abide by relevant national laws and regulations, operate according to law and standardize operation;
3. Coordinate relevant work between the company and its subsidiaries, joint-stock companies and joint ventures;
4. Ensure the implementation of the company’s development strategy and the resolutions of the board of directors and the general meeting of shareholders;
5. Be faithful, diligent and conscientious, and earnestly safeguard the interests of the company in subsidiaries, joint-stock companies and joint ventures;
6. Regularly or at the request of the company, report the production, operation and financial status of the working subsidiaries, joint-stock companies and joint ventures to the group, and timely report major events to the company;
7. Matters listed in the board of directors, board of supervisors or shareholders’ meeting (shareholders’ meeting) of subsidiaries, joint-stock companies and joint ventures shall be communicated with the company in advance and submitted to the president’s office meeting, board of directors or shareholders’ meeting of the company for deliberation according to the specified procedures.
Article 29 If the dispatched directors have different opinions on the resolution of the board of directors of the invested unit in principle, they shall express their opinions. If the investee suffers serious losses due to failing to express its opinions or exercising its rights beyond the scope of its functions and powers, the dispatched directors participating in the resolution shall bear corresponding responsibilities. However, those who disagree with the resolution and put it on record may be exempted from liability.
Chapter VII financial management
Article 30 the financial management center shall keep complete accounting records of the company’s foreign investment activities, conduct detailed accounting, and set up detailed account books for each investment project to record relevant materials in detail. The accounting method of foreign investment shall comply with the provisions of accounting standards and accounting systems.
Article 31 after making long-term foreign investment, the company shall adopt the equity method or cost method according to different circumstances. When necessary, the company shall make provision for impairment of long-term investment in accordance with the provisions of the accounting system. Article 32 the financial management center implements vertical management over the financial affairs of subsidiaries. The accounting policies, accounting estimates and changes adopted in the accounting and financial management of subsidiaries shall comply with the company’s financial accounting system and relevant regulations. The subsidiaries of the company shall timely submit financial statements and provide accounting materials in accordance with the requirements of the company for the preparation of consolidated accounting statements and the disclosure of financial and accounting information, and the requirements of the company’s financial management center for the content and time of submission.
Chapter VIII information disclosure
Article 33 the company shall have the right to disclose information in strict accordance with the provisions of the articles of association and other relevant laws and regulations.
Chapter IX responsibilities of relevant responsible units and personnel
Article 34 the investment department and relevant personnel of the company shall treat carefully and strictly control various risks arising from the investment behavior. The above-mentioned personnel who are in charge or directly responsible for the illegal or improper investment behavior shall bear joint and several liabilities for the losses caused by the wrong investment behavior according to law.
Article 35 the relevant personnel of the company’s investment department fail to manage in accordance with this
