Dongguan Aohai Technology Co.Ltd(002993)
Foreign investment management system
April 2022
Dongguan Aohai Technology Co.Ltd(002993)
Foreign investment management system
Chapter I General Provisions
Article 1 in order to standardize the investment decision-making procedures of Dongguan Aohai Technology Co.Ltd(002993) (hereinafter referred to as “the company”), establish a systematic and perfect investment decision-making mechanism, ensure the scientific, standardized and transparent decision-making, effectively prevent various risks and protect the interests of the company and shareholders, according to the company law of the people’s Republic of China and the securities law of the people’s Republic of China (hereinafter referred to as “the securities law”) The self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board (hereinafter referred to as the “guidelines for standardized operation of the main board”), the stock listing rules of Shenzhen Stock Exchange (hereinafter referred to as the “Listing Rules”) and other relevant laws, regulations and normative documents, as well as the provisions of Dongguan Aohai Technology Co.Ltd(002993) articles of Association (hereinafter referred to as the “articles of association”), in combination with the specific conditions of the company, This system is hereby formulated.
Article 2 the principles of investment decision-making management: scientific and democratic decision-making, standardized and procedural behavior, and benefit of investment industry.
Article 3 investments made in accordance with this management system include:
(I) acquisition, sale and replacement of equity, physical assets or other assets;
(II) leased in and leased out assets;
(III) expansion and transformation of production sites;
(IV) new production line;
(V) foreign investment (including entrusted financial management, entrusted loans, investment in subsidiaries, etc.);
(VI) reorganization of creditor’s rights and debts;
(VII) sign a patent right, proprietary technology or product license agreement;
(VIII) transfer or transfer of research and development projects;
Article 4 the external guarantee provided by the company shall be implemented in accordance with the company’s external guarantee decision-making system.
When related party transactions are involved in investment matters, they shall be implemented in accordance with the company’s related party transaction decision-making system.
Chapter II decision-making authority
Article 5 The term “purchase, sale or replacement of assets” as mentioned in these Provisions refers to the behavior of the company to purchase, sell or replace the owner’s equity, physical assets or other property rights of the enterprise from other enterprises. The purchase or sale of assets does not include the purchase of raw materials, fuel and power, and the sale of products, commodities and other assets related to daily operation, but such asset purchase or sale involved in asset replacement is still included.
Article 6 the examination and approval of the company’s foreign investment, purchase, sale and replacement of assets shall be carried out in strict accordance with the authority specified in the company law, other relevant laws and regulations, the guidelines for the standardized operation of the main board, the listing rules, the articles of association, the rules of procedure of the general meeting of shareholders and the rules of procedure of the board of directors.
Article 7 if the company intends to make foreign investment, purchase, sell, replace assets, mortgage loans, bank credit, etc. meet one of the following standards, it can be implemented only after being approved by the general meeting of shareholders of the company:
(I) 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;
(II) the net assets involved in the subject matter of the transaction (such as equity) account for more than 50% of the latest audited net assets of the listed company, and the absolute amount exceeds 5000 yuan. If the net assets involved in the transaction have both book value and evaluated value, the higher one shall prevail;
(III) 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;
(IV) 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;
(V) the amount of the company’s audited net assets exceeds RMB 50 million and accounts for more than 50% of the company’s net assets in the latest transaction;
(VI) 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.
(VII) “purchase or sale of assets” transaction shall take the higher of the total assets and transaction amount as the calculation standard, and shall be accumulated within 12 consecutive months according to the type of transaction. If the accumulated calculation reaches 30% of the latest audited total assets, it shall be submitted to the general meeting of shareholders for deliberation and approved by more than two-thirds of the voting rights held by the shareholders attending the meeting.
Article 8 if the company plans to make foreign investment, purchase, sell, replace assets, mortgage loans, bank credit, etc., which meet one of the following standards, it can be implemented only after the approval of the board of directors of the company:
(I) 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 evaluated value, the higher one shall be taken as the calculation data;
(II) if the net assets involved in the transaction object (such as equity) account for more than 10% of the latest audited net assets of the listed company, and the absolute amount exceeds 1000 yuan, and the net assets involved in the transaction have both book value and evaluation value, the higher one shall be taken as the calculation data;
(III) 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;
(IV) the related net profit of 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;
(V) the transaction amount (including liabilities and expenses) of the transaction accounts for more than 10% of the company’s latest audited net assets, and the absolute amount exceeds 10million yuan;
(VI) 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 1million yuan.
If the data involved in the above index calculation is negative, take its absolute value for calculation.
Article 9 the purchase, sale or replacement of assets by subsidiaries holding more than 50% of the equity of the company shall be regarded as the behavior of the company, and the purchase, sale or replacement of assets by joint-stock companies of the company shall be subject to the standards specified above after the amount of purchase, sale or replacement multiplied by the proportion of shares.
Chapter III Organization of foreign investment management
Article 10 the strategy committee of the board of directors is a special working organization established for 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 11 the general manager of the company is the main responsible person for the implementation of foreign investment, responsible for planning, organizing and monitoring the personnel, finance and materials of the implementation of new projects, and shall timely report the investment progress to the chairman and the board of directors and put forward adjustment suggestions, so as to facilitate the board of directors and the shareholders’ meeting to revise the investment in time.
The general manager can organize and establish a project implementation team to be responsible for the task implementation and specific implementation of foreign investment projects. The company can establish the accountability mechanism of the project implementation team to follow up and assess the work of the project implementation team.
Article 12 the financial department of the company is the financial management department of foreign investment, which is responsible for evaluating the investment benefits of investment projects, raising funds, handling capital contribution procedures, etc.
Article 13 the Audit Department of the company is the internal audit department of foreign investment, which shall audit foreign investment matters in time.
Article 14 the Secretary of the board of directors of the company is the information disclosure Department of foreign investment, and shall perform the information disclosure obligations of the company’s foreign investment in a true, accurate, complete and timely manner in strict accordance with relevant regulations.
Chapter IV decision making procedures
Article 15 when the company intends to implement the investment matters that meet the information disclosure standards mentioned in Article 3 or when the chairman considers it necessary, the business department that puts forward the investment proposal shall cooperate with the financial department to conduct investigation. After calculation, the financial department shall put forward the project feasibility analysis data and other relevant materials, submit them to the general manager’s office meeting for deliberation, and then handle the corresponding approval procedures in accordance with the provisions of the articles of association and this system.
Article 16 when considering and making decisions on the investment projects mentioned in Article 3, the following factors shall be fully investigated and a decision shall be made based on them:
(I) whether the relevant laws, regulations and policies involved in the investment project have explicit or implicit restrictions on the investment;
(II) the investment project shall comply with the national and regional industrial policies and the company’s medium and long-term development strategy and annual investment plan;
(III) the investment project has proved to have good development prospects and economic benefits;
(IV) whether the company has the necessary conditions for the smooth implementation of relevant investment projects (including whether it has the conditions for the supply of funds, technologies, talents, raw materials, etc. required for the implementation of the projects);
(V) other relevant materials required for making decisions on investment projects.
Article 17 when implementing major business and investment matters, the company shall follow the principle of being conducive to the sustainable development of the company and the interests of all shareholders, there is no horizontal competition with the actual controller and related persons, and ensure the independence of the company’s personnel, integrity of assets and financial independence; The company shall have the ability of independent operation and maintain independence in procurement, production, sales and intellectual property rights.
Article 18 for investment projects that must be submitted to the board of directors for approval, the functional department of the company’s investment decision-making shall submit the project feasibility analysis data prepared to the board of directors for deliberation.
Article 19 If the company continuously makes decisions on the same or related investment matters by times within 12 months, the investment amount shall be calculated based on the cumulative number and the approval procedures shall be performed.
Those who have gone through the examination and approval procedures for relevant investment matters in accordance with the provisions of this system shall not be included in the cumulative amount.
Chapter V Implementation of foreign investment
Article 20 the company’s investment project decision-making shall ensure its implementation:
(I) according to the relevant resolutions of the general meeting of shareholders, the board of directors and the investment decisions made by the chairman according to this system, the chairman or the general manager shall sign relevant documents or agreements according to the authorization of the chairman;
(II) the business departments and branches that put forward investment suggestions are the specific executing agencies of the investment decisions that have been reviewed and approved, and they shall formulate the specific implementation plans, steps and measures of the feasible investment projects according to the investment decisions made by the shareholders’ meeting, the board of directors or the general manager’s office meeting;
(III) the business departments and branches of the company that put forward investment suggestions shall establish a project team to be responsible for the implementation of the investment project and sign the project responsibility contract with the project manager (or person in charge); The project manager (or person in charge) shall regularly submit a written report on the progress of the project to the financial department and accept the audit of financial revenue and expenditure;
(IV) the financial director shall formulate the fund supporting plan and reasonably allocate the funds according to the investment project implementation plan, steps and measures formulated by the specific executing agency, so as to ensure the smooth implementation of the investment project decision;
(V) the financial department of the company shall organize auditors to conduct internal audit on the financial revenue and expenditure of investment projects on a regular basis, and put forward written opinions to the financial department;
(VI) for internal project investment, we should adhere to the public bidding system: carry out public bidding according to the procedures specified by the state, and organize experts to strictly review the bidders and their bids; Sign a written contract with the bid winner, instruct relevant departments or special personnel to cooperate with the engineering supervision company to track, manage and supervise the project, and report the project situation regularly; After the completion of the project, organize relevant departments to conduct acceptance in strict accordance with national regulations and the provisions of the project construction contract, and conduct project final accounts audit;
(VII) after the implementation of each investment project, the project team shall submit the investment settlement report, completion acceptance report (if any) or other documents of the project to the financial department and submit an application for review. After being summarized and reviewed by the financial department, it shall be submitted to the general manager’s office meeting for review and approval.
Chapter VI supplementary provisions
Article 21 in these rules, “above” and “within” include the number, and “over” and “below” do not include the number.
Article 22 in case of any inconsistency between this management system and relevant national laws, regulations, normative documents such as the guidelines for the standardized operation of the main board and the listing rules or the articles of association, the provisions of national laws, regulations, normative documents such as the guidelines for the standardized operation of the main board and the listing rules and the articles of association shall prevail, and the system shall be revised in time.
Article 23 the system shall be revised and interpreted by the board of directors of the company, and shall come into force after being reviewed and approved by the general meeting of shareholders of the company. The same shall apply to the modification.
