Jiangsu Bide Science And Technology Co.Ltd(605298)
Foreign investment management system
Chapter I General Provisions
Article 1 in order to standardize the investment management of Jiangsu Bide Science And Technology Co.Ltd(605298) (hereinafter referred to as "the company"), improve the efficiency of capital operation, ensure the safety and profitability of capital operation, and realize the scientization of investment decision-making and the standardization and institutionalization of operation and management, in accordance with the company law of the people's Republic of China and the securities law of the people's Republic of China This system is formulated in accordance with the Listing Rules of Shanghai Stock Exchange and Jiangsu Bide Science And Technology Co.Ltd(605298) articles of Association (hereinafter referred to as the articles of association) and in combination with the specific conditions of the company. Article 2 this system is applicable to the foreign investment of the company and its holding subsidiaries.
Article 3 the term "foreign investment" as mentioned in this system refers to the company's activities of investing a certain amount of monetary capital, equity, physical assets, intangible assets or other assets that can be used as capital contribution according to laws, regulations and normative documents in various forms in order to obtain future income.
Article 4 the purpose of investment is to make effective use of idle funds or other assets and carry out appropriate capital expansion, so as to obtain better income and ensure the preservation and appreciation of assets.
Article 5 investment principles:
(I) abide by national laws, regulations and relevant provisions of the articles of Association;
(II) safeguard the interests of the company and all shareholders and strive for the maximization of benefits;
(III) conform to the company's development strategy and national industrial policy, and give play to and strengthen the company's competitive advantage;
(IV) adopt a prudent attitude, appropriate scale, act according to one's ability, carry out relevant risk management in the implementation process, and give consideration to the balance of risk and income;
(V) be standardized, institutionalized and scientific, and consult external experts when necessary.
Article 6 the investment behaviors regulated by this system include:
(I) short term investment: 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 and financial products.
(II) long term investment: refers to various investments invested by the company for 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 independent legal entities and natural persons at home and abroad;
3. Participate in other independent legal entities at home and abroad.
4. Operating assets are leased, entrusted or jointly operated with others.
Article 7 when the company conducts acquisition (including purchase), sale, replacement of physical assets or other assets, contracting, property leasing and other acts, it shall be managed according to the investment behavior.
Chapter II Administration of foreign investment
Article 8 separation of duties in investment business:
(I) separation of investment plan preparation personnel from examination and approval personnel;
(II) the business personnel responsible for the purchase and sale of securities shall be separated from the accounting recording personnel;
(III) separation of securities custody personnel from accounting records personnel;
(IV) personnel involved in investment and trading activities cannot be responsible for the inventory of securities at the same time;
(V) the personnel responsible for the calculation and accounting records of interest or dividends shall be separated from the personnel who pay interest or dividends, and shall be paid by independent financial institutions as far as possible.
Article 9 management authority of foreign investment:
(I) the company implements professional management and level by level approval system for foreign investment. The general manager, the board of directors and the general meeting of shareholders are the decision-making bodies of various investment activities. Each decision-making body shall make decisions on the company's investment activities in strict accordance with the articles of association, rules of procedure of the general meeting of shareholders, rules of procedure of the board of directors, working rules of the general manager and the authorities specified in these measures.
(II) the specific investment management authority of the company is as follows (the similar transactions related to the transaction object of the company within 12 months shall be applied in accordance with the principle of cumulative calculation, but those that have fulfilled relevant obligations in accordance with this article will not be included in the scope of relevant cumulative calculation):
1. If the foreign investment meets one of the following standards, it shall be submitted to the board of directors for deliberation:
(1) The total assets involved in foreign investment (if there are both book value and assessed value, whichever is higher) account for more than 10% of the company's total audited assets in the latest period;
(2) The transaction amount of foreign investment (including 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 net profit of the object of foreign investment 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 operating income of the object of foreign investment (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 profit from foreign investment 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.
(6) The net assets involved in foreign investment (if there are both book value and assessed value, whichever is higher) account for more than 10% of the latest audited net assets of the listed company, and the absolute amount exceeds 10 million yuan, and does not meet the standards for transactions to be considered by the general meeting of shareholders as stipulated in the preceding paragraph of this article.
If the data involved in the above index calculation is negative, take its absolute value for calculation.
2. The company's securities investment, entrusted financial management or derivative investment shall be deliberated and approved by the board of directors or the general meeting of shareholders in accordance with their respective authorities. In addition, if it fails to meet the investment standards that must be determined by the board of directors as mentioned in paragraph 1 of item (II) of this article, the board of directors may, within its decision-making authority, authorize the general manager to make decisions on the company's investment and asset disposal within its authority. The content of authorization shall be clear, specific and made in writing.
3. If the company's investment meets one of the following standards, it shall also be submitted to the general meeting of shareholders for deliberation after being deliberated and approved by the board of directors:
(1) The total assets involved in foreign investment (if there are both book value and assessed 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 foreign investment (including 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 from investment 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 operating income of the object of foreign investment (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 net profit related to the subject matter of foreign investment (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 5million yuan.
(6) The net assets involved in foreign investment (if there are both book value and assessed value, whichever is higher) account for more than 50% of the latest audited net assets of the listed company, and the absolute amount exceeds 50 million yuan, and fails to meet the standards for transactions to be considered by the general meeting of shareholders as stipulated in the preceding paragraph of this article.
If the data involved in the above index calculation is negative, take its absolute value for calculation.
4. The general meeting of shareholders may temporarily authorize the board of directors to make decisions on major investments and their disposal above the authority of the board of directors according to the actual situation. The content of authorization shall be clear, specific and made in writing.
Article 10 the relevant centralized management department of the company is the project undertaking unit, which is specifically responsible for the information collection of the investment project, the preparation of the project proposal and feasibility study report, the application and approval of the project, the supervision and coordination during the project implementation and the post project evaluation.
Article 11 the Finance Department of the company is responsible for investment benefit evaluation, economic feasibility analysis, fund raising, handling capital contribution procedures and confirming the evaluation results of foreign investment assets.
Article 12 for more professional or larger investment projects, the preliminary work shall be completed by forming a special project feasibility investigation team.
Article 13 the Audit Department of the company shall be responsible for the pre benefit audit, in-process project supervision and post project assessment of the project; The legal adviser in charge of the contract and the articles of association of the company.
Article 14 the general manager's office shall review and evaluate the project plan and analysis report, and decide to organize the implementation or report to the board of directors and the general meeting of shareholders for approval.
Chapter III short term investment management
Article 15 short term investment procedures of the company
(I) the financial department of the company shall regularly prepare a statement of capital flow;
(II) 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 general manager or the board of directors and the general meeting of shareholders for approval according to the scale of short-term investment;
(IV) the financial department is responsible for transferring the funds in the investment plan to other monetary capital accounts according to the investment plan;
(V) the investment operator can apply for or buy or sell securities after putting forward securities investment opinions and being confirmed by the deputy general manager in charge of investment;
(VI) the investment operator shall make a statement of the company's short-term investment profit and loss and market value after the market is closed every day, and submit it to the deputy general manager in charge of investment for review;
(VII) the deputy general manager in charge of investment is responsible for regularly summarizing the profit and loss and market value of short-term investment, and submitting it to the general manager, the board of directors and the general meeting of shareholders for review.
Article 16 the investment operator shall submit the relevant investment documents to the financial department at the end of each month, and the financial department shall timely register the investment according to the securities category, quantity, unit price, accrued interest, dividends receivable, purchase date and other items.
Article 17 the company shall establish a strict securities custody system, which shall be jointly controlled by at least two persons, and no one shall contact the securities alone; The deposit and withdrawal of other monetary funds must be recorded in the securities register in detail and signed by the handling personnel present.
Article 18 the short-term securities purchased by the company must be recorded in the name of the company.
Article 19 the financial department of the company is responsible for regularly organizing the inventory of securities.
Article 20 the Finance Department of the company shall set up a subsidiary account for each kind of securities to reflect, and shall prepare securities investment and profit and loss statements every month, and prepare discount and premium amortization statements for bonds.
Article 21 for entrusted financial management, the company shall select a qualified professional financial management institution with good credit status and financial status, no bad credit record and strong business ability as the trustee, and identify a written contract with the trustee to clarify the amount, term, investment variety, rights, obligations and legal liabilities of both parties. The directors of the company shall assign special personnel to track the progress and safety of the entrusted financial management funds, and require them to report in time in case of abnormalities, so that the board of directors can take effective measures to recover the funds immediately and avoid or reduce the losses of the company.
Chapter IV long term investment management
Article 22 the company's foreign long-term investment can be divided into new projects and capital increase of existing projects according to the nature of the investment projects.
(I) new project investment refers to the investment made according to the approved investment amount after the investment project is approved. (II) 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 23 long term investment procedures of the company
(I) the Finance Department of the company cooperates with the investment department to determine the investment purpose and investigate the investment environment;
(II) the Strategic Development Department of the company prepares the letter of intent (project initiation report) on the basis of full investigation and research;
(III) the Strategic Development Department of the company shall prepare the project investment feasibility study report and submit it to the finance department and the general manager; (IV) the Finance Department of the company cooperates with the strategic development department to prepare the project cooperation agreement (contract);
(V) go through the approval procedures in accordance with the relevant provisions of the state and the procedures stipulated in these measures;
(VI) the Strategic Development Department of the company formulates relevant articles of association and management system of investment projects;
(VII) the Strategic Development Department of the company is responsible for the implementation, operation and management of the project.
Article 24 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 capital, the letter of intent and feasibility study report must be resubmitted.
Article 25 requirements for joint venture partners in the establishment of joint ventures with long-term foreign investment
(I) have good commercial reputation and economic strength;
(II) be able to provide legal credit certificate;
(III) provide complete financial status, operating results and other relevant information as required.
Article 26 for foreign long-term investment projects, a letter of intent (project initiation report) must be prepared. The main contents of the project investment intention include:
(I) investment purpose;
(II) the name of the investment project;
(III) investment scale and capital source of the project;
(IV) the operation mode of the investment project;
(V) benefit prediction of investment projects;
(VI) risk prediction of investment (including exchange rate risk, market risk, operation risk and political risk); (VII) market conditions and economic policies of the investment location (country or region);
(VIII) foreign exchange management regulations and tax laws and regulations of the place where the investment is located;
(IX) credit status of the investment partner.
Article 27 after the letter of intent (project initiation report) is submitted to the company for approval, the strategic development department is responsible for preparing the feasibility study report. The main contents of the project feasibility study report include:
(I) general:
1. The background of the project, the necessity of the project investment and the economic significance of the investment;
2. Basis and scope of project investment feasibility study.
(II) market forecast and project investment scale:
1. Market demand forecast outside China;
2. Statistics on the production and operation of existing similar enterprises in China;
3. Production and operation conditions and distribution channels for the project to enter the market;
4. Analysis on the competitiveness and Prospect of the project entering the market.
(III) budget and fund raising:
1. The registered capital of the project and the capital required for the production and operation of the project;
2. Sources and channels of funds, ways of raising funds and repayment methods of loans;
3. Prediction of fund payback period;
4. Cash flow plan.
(IV) financial analysis of the project:
1. Initial expenses of the project and the economic benefits of each year during the construction period
