Foreign investment management system
Chapter I General Provisions
Article 1 in order to strengthen the management of Huasi Holding Company Limited(002494) (hereinafter referred to as “the company”) foreign investment, standardize the company’s foreign investment behavior, improve investment efficiency, avoid the risks brought by investment, make rational and effective use of funds and maximize the time value of funds, in accordance with the company law of the people’s Republic of China (hereinafter referred to as “the company law”) The securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), the Listing Rules of Shenzhen Stock Exchange (hereinafter referred to as the “Listing Rules”), the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and other laws and regulations This system is hereby formulated in accordance with the relevant provisions of the company’s systems such as normative documents and Huasi Holding Company Limited(002494) articles of Association (hereinafter referred to as the “articles of association”).
Article 2 the term “external 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 appraised physical or intangible assets as capital contributions to obtain future income.
Article 3 according to the length of the investment period, the company’s external investment is divided into short-term investment and long-term investment. Short term investments mainly refer to the investments 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. 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. Participate in other domestic (foreign) independent legal entities;
4. Operating assets are leased, entrusted or jointly operated with others.
Article 4 basic principles to be followed in investment management: the company’s investment shall comply with national laws and regulations and national industrial policies; Comply with the provisions of the articles of association and other corporate governance systems; Comply with relevant regulations of government regulatory authorities and stock exchanges; Comply with the company’s development strategy and planning requirements, reasonably allocate enterprise resources and create good economic benefits; At the same time, we must pay careful attention to risks and ensure the safe operation of funds.
Article 5 this system is applicable to all foreign investment activities of the company and its holding subsidiaries. The holding subsidiaries mentioned in this system refer to the wholly-owned subsidiaries invested and established by the company, the subsidiaries with an equity ratio of more than 50% of the company and the joint-stock companies with actual control rights of the company.
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 company law, the listing rules, the relevant laws and regulations of the China Securities Regulatory Commission, the articles of association, the rules of procedure of the general meeting of shareholders, the rules of procedure of the board of directors, the working rules of the general manager and other authorities.
Article 8 the general meeting of shareholders, the board of directors and the general manager’s office meeting 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.
The approval authority of the company’s foreign investment is:
(I) the following foreign investment matters shall be submitted to the board of directors for deliberation:
1. The total assets involved in the transaction account for more than ten percent (10%) of the latest audited total assets of the company;
2. The net assets involved in the transaction object (such as equity) account for more than 10% of the company’s latest audited net assets, and the absolute amount exceeds 10 million yuan;
3. 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; 4. The net profit related to the transaction object (such as equity) in the latest fiscal year accounts for more than ten percent (10%) of the audited net profit of the company in the latest fiscal year, and the absolute amount exceeds one million yuan; 5. The transaction amount (including debts and expenses) of the transaction accounts for more than ten percent (10%) of the company’s latest audited net assets, and the absolute amount exceeds ten million yuan;
(II) the following foreign investment matters shall be submitted to the general meeting of shareholders of the company for deliberation:
1. The total assets involved in the transaction account for more than fifty percent (50%) of the company’s total audited assets in the latest period;
2. The net assets involved in the transaction object (such as equity) account for more than 50% of the company’s latest audited net assets, and the absolute amount exceeds 50 million yuan;
3. 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;
4. 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; 5. 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;
If the total assets involved in the transaction have both book value and evaluation value, the higher one shall be taken as the calculation data. If the foreign investment fails to meet the examination and approval standards of the board of directors, it shall be examined and approved by the general manager.
The company’s investment in securities investment, entrusted financial management, venture capital and other investment matters shall be deliberated and approved by the board of directors or the general meeting of shareholders, and the approval power of entrusted financial management shall not be delegated to the company’s individual directors or management. Chapter III Organization and management of foreign investment
Article 9 the strategy committee of the board of directors of the company is a special deliberative body of the board of directors of the company, which is responsible for coordinating, coordinating and organizing the analysis and research of foreign investment projects, and providing suggestions for decision-making.
Article 10 the general manager is the leader of the company’s investment review team and the main person responsible for the implementation of the company’s foreign investment. He is mainly responsible for collecting, sorting and preliminary evaluation of new investment projects, establishing a project database after screening and putting forward investment suggestions.
Article 11 the Finance Department of the company is the follow-up management department of the company’s foreign investment, the asset operation department or other departments designated by the board of directors of the company are the implementation Department of foreign investment, and the strategic management department is the preliminary investigation and demonstration Department of foreign investment.
Article 12 the strategic management department of the company shall participate in the research and formulation of the company’s development strategy, evaluate the benefits of major investment projects, review and put forward suggestions; Be responsible for pre selection, planning, demonstration and preparation of the company’s external capital construction investment, production and operation investment, equity investment, leasing, property right transaction, asset reorganization and other projects; The financial department shall assess the responsibility target management of the holding subsidiary.
Article 13 the Finance Department of the company is responsible for the financial management of foreign investment, and is responsible for cooperating with relevant parties to handle capital contribution procedures, industrial and commercial registration, tax registration, bank account opening, etc.
Article 14 the legal adviser of the company is responsible for the legal review of agreements, contracts, important relevant letters and articles of association of foreign investment projects.
Chapter IV decision making and management of foreign investment
Section I short term investment
Article 15 the company’s short-term investment decision-making procedures:
1. The strategic management department is responsible for pre selecting investment opportunities and investment objects for random investment suggestions, and preparing short-term investment plans according to the profitability of investment objects;
2. The finance department is responsible for providing the company’s capital flow;
3. The short-term investment plan shall be implemented after performing the approval procedures according to the approval authority.
Article 16 the finance department shall be responsible for timely registration and entry according to the category, quantity, unit price, accrued interest and purchase date of short-term investment, and carry out relevant accounting treatment.
Article 17 where securities investment is involved, the joint control system with the participation of the strategic management department and the securities department must be implemented, and at least two or more personnel shall operate together, 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 Finance Department 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.
Section II long term investment
Article 20 the strategic management department shall make a preliminary evaluation on the timely investment projects, put forward investment suggestions and submit them to the general manager’s office meeting for preliminary review.
Article 21 after the preliminary review, the strategic management department shall be responsible for the investigation and demonstration of the project investment proposal, prepare the feasibility study report and relevant letter of intent for cooperation, submit it to the general manager’s office meeting of the company for discussion and approval, and send it to the securities department.
Article 22 the securities department shall submit the feasibility study report and relevant cooperation agreements to the board of directors for deliberation after approval; The board of directors shall perform the examination and approval procedures according to the relevant authority. If it exceeds the authority of the board of directors, it shall be submitted to the general meeting of shareholders.
Article 23 the approved foreign investment projects shall be implemented by the relevant departments of the company authorized by the board of directors.
Article 24 the operation and management team of the company is responsible for supervising the operation and management of the project.
Article 25 a long-term investment project shall sign an investment contract or agreement with the investee. The long-term investment contract or agreement shall be reviewed by the company’s legal adviser and approved by the authorized decision-making body before it can be officially signed.
Article 26 The Finance Department of the company is responsible for cooperating with the authorized departments and personnel to invest cash, physical or intangible assets according to the provisions of the long-term investment contract or agreement. The physical delivery procedures must be handled for the input of physical objects, and shall be approved by the physical use department and the management department.
Article 27 for major investment projects, experts or intermediaries may be employed to conduct feasibility analysis and demonstration.
Article 28 the strategic management department of the company shall prepare and implement the investment construction and development plan according to the investment projects determined by the company, guide, supervise and control the project implementation, participate in the audit, final (intermediate) liquidation and handover of investment projects, and conduct investment evaluation and summary.
Article 29 The Strategic Management Department of the company is responsible for the whole process supervision, inspection and evaluation of the implementation and operation of all investment projects. The quarterly report system is implemented for investment projects. The investment department 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 30 the board of supervisors, the audit department and the Finance Department 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 31 establish and improve the archives management system of investment projects. The strategic management department is responsible for sorting and archiving the archives from the pre selection of the project to the completion and handover of the project (including the suspension of the project).
Chapter V transfer and recovery of foreign investment
Article 32 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 the investment project (enterprise), it is unable to repay the due debts and implement bankruptcy according to law; 3. The project (enterprise) cannot continue to operate due to force majeure;
4. Other circumstances of termination of investment specified in the contract occur or occur.
Article 33 the company may transfer its foreign investment under any of the following circumstances:
1. The investment project has obviously gone against the business direction of the company;
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 34 the transfer of investment shall be handled in strict accordance with the company law and the articles of association. The disposal of foreign investment must comply with the relevant provisions of relevant national laws, regulations and normative documents.
Article 35 the procedures and authorities for approving the disposal of foreign investment are the same as those for approving the implementation of foreign investment.
Article 36 the finance department is responsible for the asset evaluation of investment recovery and transfer to prevent the loss of the company’s assets.
Chapter VI personnel management of foreign investment
Article 37 when the company invests abroad to establish a cooperative or joint venture company, it shall send directors and supervisors elected through legal procedures to participate in and supervise the operational decisions affecting the new company.
Article 38 for a subsidiary established by foreign investment, the company shall send a chairman elected through legal procedures and corresponding operation and management personnel (including the chief financial officer) to play an important role in the operation and decision-making of the holding company.
Article 39 the candidates for the personnel dispatched for foreign investment specified in articles 37 and 38 above shall be put forward by the general manager’s office meeting of the company and decided by the investment decision-making body.
Article 40 the 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 newly established company, and realize the preservation and appreciation of the company’s investment. The relevant personnel appointed by the company as the directors of the investment unit shall pay attention to obtaining more information about the investment unit by attending the meeting of the board of directors, and shall report the investment situation to the company in time. The dispatched personnel shall communicate with the company every year
