Baoding Lucky Innovative Materials Co.Ltd(300446)
Measures for the administration of foreign investment
Chapter I General Provisions
Article 1 These measures are formulated in accordance with the company law of the people's Republic of China (hereinafter referred to as the "company law") and the relevant provisions of the articles of association in order to strengthen the internal control of Baoding Lucky Innovative Materials Co.Ltd(300446) (hereinafter referred to as the "company") on foreign investment activities, standardize foreign investment behavior, prevent foreign investment risks, ensure the safety of foreign investment and improve the benefits of foreign investment.
Article 2 the term "foreign investment" as mentioned in these Measures refers to the company's behavior of investing disposable resources such as cash, physical goods and intangible assets to other organizations or individuals in order to realize the strategy of expanding the scale of production and operation and achieve the purpose of obtaining long-term income. Including investment in new wholly-owned subsidiaries, additional investment in subsidiaries, joint venture, merger with other units, equity acquisition, transfer, increase or decrease of project capital, etc.
Article 3 all foreign investment activities of the company must comply with relevant national regulations and industrial policies, comply with the company's long-term development plan and development strategy, be conducive to expanding its main business, expanding reproduction, be conducive to the sustainable development of the company, have the expected return on investment and improve the overall economic interests of the company.
Article 4 in principle, the company's foreign investment shall be carried out centrally by the company's headquarters. If it is necessary for a holding subsidiary to make foreign investment, it shall be approved by the head office in advance. The company's investment activities in holding subsidiaries and joint-stock companies shall be guided, supervised and managed with reference to these measures.
Chapter II investment decision
Article 5 the company's foreign investment shall be subject to professional management and level by level examination and approval system. The decision-making body of the company's foreign investment is mainly the general meeting of shareholders, the board of directors or the chairman of the board of directors. The specific authority is divided as follows:
(I) in addition to the foreign investment matters required to be deliberated and approved by the board of directors and the general meeting of shareholders, other investment matters of the company shall be examined and approved by the chairman of the board of directors. The chairman shall report relevant matters to the board of directors afterwards.
(II) if the company's foreign investment transactions meet one of the following standards, they can be implemented only after being deliberated and approved by the board of directors of the company:
1. The total assets involved in the transaction account for more than 10% 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 main business income related to the transaction object (such as equity) in the latest fiscal year accounts for more than 10% of the audited main business 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 10% 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 10% 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 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 index calculation is negative, take its absolute value for calculation.
(III) if the company's operation and investment transactions (except the company's donated cash assets) meet one of the following standards, the company shall submit them to the board of directors for deliberation and approval and to the general meeting of shareholders for deliberation and approval before implementation: 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 evaluation value, the higher one shall be taken as the calculation data;
2. The main business income related to the transaction object (such as equity) in the latest fiscal year accounts for more than 50% of the audited main business income of the company in the latest fiscal year, and the absolute amount exceeds 50 million yuan; 3. 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;
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.
If the foreign investment belongs to related party transactions, it shall be implemented in accordance with the decision-making authority of the company on related party transactions.
For foreign investment by holding subsidiaries, in addition to these measures, other relevant provisions of the company shall also be implemented.
Article 6 before the general meeting of shareholders, the board of directors or the chairman of the board of directors decide on foreign investment, the relevant departments of the company shall provide the chairman, the board of directors and the general meeting of shareholders with the feasibility study report and relevant materials of the proposed investment project level by level according to the situation of the project, so that they can make decisions.
Chapter III execution control
Article 7 when determining the foreign investment plan, the company shall widely listen to the opinions and suggestions of experts and relevant departments and personnel, and pay attention to several key indicators of foreign investment decision-making, such as cash flow, time value of money, investment risk, etc. On the basis of fully considering the project investment risk, expected investment income and weighing the advantages and disadvantages of all aspects, the optimal investment scheme is selected.
Article 8 after the resolutions of the general meeting of shareholders and the board of directors of the company or the implementation plan of the foreign investment project decided by the chairman of the board of directors, the time, amount, method and responsible person of capital contribution shall be specified. Changes in the implementation plan of foreign investment projects must be examined and approved by the general meeting of shareholders, the board of directors or the chairman of the board of directors of the company.
Article 9 after the foreign investment project is approved, the authorized department or personnel shall implement the foreign investment plan, sign contracts and agreements with the invested unit, and implement the specific operation activities of property transfer. Before signing the investment contract or agreement, the investment fund shall not be paid or the transfer of investment assets shall not be handled; After the investment is completed, the investment certificate or other valid certificates issued by the investee shall be obtained.
Article 10 Where a company uses physical or intangible assets for foreign investment, its assets must be evaluated by an asset evaluation institution with relevant qualifications, and the evaluation results must be decided by the general meeting of shareholders, the board of directors or the chairman of the board before making foreign investment.
Article 11 after the implementation of foreign investment projects, the company shall assign property rights representatives to the invested enterprises as required, such as shareholder representatives, directors, supervisors, chief financial officer or other senior managers, so as to track and manage the investment projects, timely grasp the financial status and operation of the invested units, and timely report to the chairman or general manager and take corresponding measures in case of abnormalities.
Article 12 the financial department of the company shall strengthen the control of the income from foreign investment. The interest, dividend and other income obtained from foreign investment shall be incorporated into the company's accounting system, and it is strictly prohibited to set up off book accounts.
Article 13 on the basis of setting up the general ledger of foreign investment, the financial department of the company shall also set up the subsidiary ledger of foreign investment according to the type and time of foreign investment business, and check the relevant investment accounts with the invested unit regularly and irregularly, so as to ensure the correctness of investment business records and the safety and integrity of foreign investment. Article 14 the Department in charge of foreign investment management of the company shall strengthen the management of relevant foreign investment archives and ensure the safety and integrity of various resolutions, contracts, agreements, foreign investment equity certificates and other documents. Chapter IV investment disposal
Article 15 the company shall strengthen the control over the asset disposal of foreign investment projects. The recovery, transfer and write off of foreign investment must be carried out in accordance with the amount limit specified in these measures and relevant systems, and only after the resolution of the general meeting of shareholders and the board of directors or the decision of the chairman of the board of directors.
Article 16 when the company terminates its foreign investment project, it shall conduct a comprehensive inventory of the property, creditor's rights and debts of the invested unit in accordance with the relevant provisions of the state on enterprise liquidation; In the process of liquidation, attention should be paid to whether there are any acts of withdrawing and transferring funds, private division and disguised private division of assets, indiscriminate payment of bonuses and subsidies; After the liquidation, attention shall be paid to whether all assets and creditor's rights are recovered in time and the entry procedures have been handled.
Article 17 when writing off foreign investment, the company shall obtain legal documents and supporting documents that cannot recover the investment due to the bankruptcy of the invested unit and other reasons.
Article 18 The Finance Department of the company shall carefully review the approval documents, meeting minutes, asset recovery list and other relevant materials related to the disposal of foreign investment assets, and timely carry out the accounting treatment of the disposal of foreign investment assets in accordance with the regulations to ensure the authenticity and legality of the disposal of assets.
Chapter V tracking and supervision
Article 19 after the implementation of the company's foreign investment projects, the company's department in charge of foreign investment management shall track and evaluate the investment effect. The Department responsible for foreign investment management of the company shall report the implementation of the project to the board of directors of the company in writing at least once a year within three years after the implementation of the project, including but not limited to: whether the investment direction is correct, whether the investment amount is in place, whether it is consistent with the budget, whether the equity ratio changes, whether the investment environment policy changes, and whether there are significant differences from those described in the feasibility study report; And put forward relevant disposal opinions to the board of directors of the company according to the problems found or business abnormalities.
Article 20 the board of supervisors and the internal audit department of the company exercise the right to supervise and inspect foreign investment activities. Article 21 the contents of supervision and inspection of external investment activities conducted by the internal audit department mainly include: (I) the establishment of Posts and personnel related to investment business. Focus on whether one person holds more than two incompatible positions at the same time.
(II) implementation of investment authorization and approval system. Focus on checking whether the authorization and approval procedures for foreign investment business are sound and whether there is ultra vires approval.
(III) legality of investment plan. Focus on checking whether there is illegal foreign investment.
(IV) custody of approval documents, contracts, agreements and other relevant legal documents for investment activities. (V) accounting of investment projects. Focus on checking whether the original vouchers are true, legal, accurate and complete, whether the accounting subjects are used correctly, and whether the accounting is accurate and complete.
(VI) use of investment funds. Focus on checking whether the funds are used according to the planned purpose and budget, and whether there is extravagance, waste, misappropriation and misappropriation of funds in the use process.
(VII) custody of investment assets. Focus on checking whether there are discrepancies between accounts and facts.
(VIII) investment disposal. Focus on checking whether the approval procedure for investment disposal is correct and whether the process is true and legal.
Chapter VI supplementary provisions
Article 22 in case of any conflict between these measures and relevant laws, administrative regulations, departmental rules or other normative documents, relevant laws, administrative regulations, departmental rules or other normative documents shall prevail.
Article 23 the power of interpretation of these measures belongs to the board of directors of the company.
Article 24 These Measures shall come into force and be implemented after being approved by the general meeting of shareholders.
Baoding Lucky Innovative Materials Co.Ltd(300446) April 2022
