Jinhe Biotechnology Co.Ltd(002688)
Management system for major business and investment decisions
Chapter I General Provisions
Article 1 in order to standardize the major operation and investment decision-making procedures of Jinhe Biotechnology Co.Ltd(002688) (hereinafter referred to as the “company”), establish a systematic and perfect major operation and 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, this system is hereby formulated in accordance with relevant laws and regulations and the provisions of Jinhe Biotechnology Co.Ltd(002688) articles of Association (hereinafter referred to as the “articles of association”).
Article 2 the principles of major business and investment decision-making management: scientific and democratic decision-making, standardized and procedural behavior, and benefit of investment industry.
Chapter II decision scope
Article 3 major business and investment matters carried out in accordance with this management system include:
(I) purchase or sale of assets;
(II) foreign investment (including entrusted financial management, entrusted loans, investment in subsidiaries, etc.);
(III) providing financial assistance;
(IV) assets leased in or leased out;
(V) sign management contracts (including entrusted operation, entrusted operation, etc.);
(VI) donated or donated assets;
(VII) reorganization of creditor’s rights and debts;
(VIII) sign a license agreement;
(IX) transfer or transfer of research and development projects;
(x) other matters recognized by Shenzhen Stock Exchange.
The above purchase or sale of assets does not include the purchase of raw materials, fuel and power, and the sale of products, commodities and other asset purchases or sales related to daily operation, but such asset purchases or sales involved in asset replacement are still included.
Article 4 when related party transactions are involved in major business and investment matters, they shall be implemented in accordance with the company’s decision-making system on related party transactions.
Chapter III decision making procedures
Article 5 if the company’s major operations and investments (except donated cash assets) meet one of the following standards, they shall be submitted to the general meeting of shareholders for deliberation:
(I) the total assets involved in the transaction account for more than 50% of the total audited assets of the listed company in the latest period. If the total assets involved in the transaction have both book value and evaluated value, the higher one shall prevail;
(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 50 million yuan. If the net assets involved in the transaction have both book value and assessed value, the higher one shall prevail;
(III) the relevant operating income of the transaction object (such as equity) in the latest accounting year accounts for more than 50% of the audited operating income of the listed company in the latest accounting year, and the absolute amount exceeds RMB 50 million;
(IV) the related 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 listed company in the latest accounting year, and the absolute amount exceeds RMB 5 million;
(V) the transaction amount (including debts and expenses) of the transaction accounts for more than 50% of the latest audited net assets of the listed company, and the absolute amount exceeds 50 million yuan;
(VI) the profit generated from the transaction accounts for more than 50% of the audited net profit of the listed company in the latest fiscal year, and the absolute amount exceeds 5 million yuan.
If the data involved in the above indicators is negative, the absolute value shall be taken for calculation.
Article 6 if the company’s major operations and investments (except donated cash assets) meet one of the following standards, they shall be submitted to the board of directors for deliberation.
(I) the total assets involved in the transaction account for more than 1% and less than 50% of the total audited assets of the listed company in the latest period. If the total assets involved in the transaction have both book value and evaluated value, the higher one shall prevail;
(II) the net assets involved in the subject matter of the transaction (such as equity) account for more than 1% and less than 50% of the latest audited net assets of the listed company, and the absolute amount exceeds 10 million yuan. If the net assets involved in the transaction have both book value and assessed value, the higher shall prevail;
(III) the relevant operating income of the transaction object (such as equity) in the latest fiscal year accounts for more than 1% and less than 50% of the audited operating income of the listed 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 1% and less than 50% of the audited net profit of the listed company in the latest fiscal year, and the absolute amount exceeds one million yuan;
(V) the transaction amount (including debts and expenses) of the transaction accounts for more than 1% and less than 50% of the latest audited net assets of the listed company, and the absolute amount exceeds 10 million yuan;
(VI) the profit generated from the transaction accounts for more than 1% and less than 50% of the audited net profit of the listed company in the latest fiscal year, and the absolute amount exceeds one million yuan.
If the data involved in the above index calculation is negative, take its absolute value for calculation.
If the data involved in the above indicators is negative, the absolute value shall be taken for calculation.
Article 7 if the company’s major operations and investments (except donated cash assets) fail to meet the standards specified in Article 7, they shall be implemented with the approval of the general manager.
If the data involved in the above indicators is negative, the absolute value shall be taken for calculation.
Article 8 Where a company conducts securities investment, entrusted financial management, venture capital and other investment matters, it shall strictly follow the decision-making procedures determined in Article 6 and paragraph 1 of Article 7 above, and determine the investment scale according to the company’s risk tolerance.
The investment matters mentioned in the preceding paragraph of the company shall be deliberated and approved by the board of directors or the general meeting of shareholders, and the examination and approval power of entrusted financial management shall not be delegated to the individual directors or management of the company.
Article 9 when the company and the same trading party have two related transactions in opposite directions other than items (II) to (IV) of Article 3 at the same time, the calculation standard shall be calculated according to the higher of the transaction indicators in a single direction.
Article 10 the capital operation management center of the company is responsible for conducting special research and evaluation on the feasibility, investment risk, investment return and other matters of the company’s major investment projects, organizing relevant experts and professionals to review, and shall report the investment projects to the board of directors and the general meeting of shareholders for deliberation and approval in accordance with articles 6, 7 and 8 of the management system.
The capital operation management center shall supervise the implementation progress of major investment projects and report to the board of directors of the company in time if any abnormality is found in the investment projects.
Article 11 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 12 the approval authority of the company’s total annual loan and total external guarantee:
(I) determine the asset liability ratio of the company according to the financing needs of the company at different stages of development, and the loan rollover, new loans and guarantee methods within a reasonable range shall be approved by the chairman authorized by the board of directors;
(II) the board of directors authorizes the chairman of the board of directors to approve the long-term loans for investment and construction within the scope of the annual investment plan or financial budget approved by the general meeting of shareholders of the company;
(III) the external guarantee of the company shall be deliberated by the board of directors or the general meeting of shareholders in accordance with the Jinhe Biotechnology Co.Ltd(002688) external guarantee management system formulated by the company.
Article 13 if the company continuously makes decisions on the same or related major business and investment matters by times within 12 months, the investment amount shall be calculated based on the accumulated amount, and the examination and approval procedures shall be performed.
Those who have gone through the examination and approval procedures for relevant investment matters in accordance with articles 6 and 7 of the system shall not be included in the cumulative amount.
Chapter IV Implementation, supervision and inspection of decision-making
Article 14 the decision-making of major business and investment projects of the company shall ensure its implementation:
（1） According to the relevant resolutions of the general meeting of shareholders, the board of directors and other major business and investment decisions made in accordance with this system, the chairman or the general manager shall sign relevant documents or agreements in accordance with the authorization of the board of directors;
（2） The business departments and branches that put forward investment suggestions are the specific executing agencies of major business and investment decisions that have been reviewed and approved. They shall formulate practical and feasible specific implementation plans, steps and measures of investment projects according to the major business and investment decisions made at the general meeting of shareholders, the board of directors or the general manager’s office meeting;
（3） The business department and all 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 a 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 capital operation management center and the Finance Department of the company, and accept the audit of financial revenue and expenditure;
（4） The chief financial officer shall formulate a fund supporting plan and allocate funds reasonably according to the implementation plan, steps and measures of the investment project formulated by the specific executing agency, so as to ensure the smooth implementation of the investment project decision;
（5） The Audit 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 capital operation management center and the finance department;
（6） For fixed asset investment projects, we should adhere to the public bidding system and implement public bidding according to the procedures specified by the state;
（7） After the implementation of each major operation and investment project, the project team shall submit the investment settlement report and other documents of the project to the finance department and submit an application for settlement. The finance department shall prepare the final settlement report of the investment project and submit it to the general manager’s office meeting for deliberation and approval. The general manager shall report to the board of directors and the general meeting of shareholders according to the approval authority of the investment project.
(VIII) the capital operation management center shall regularly understand the implementation progress and investment benefits of major investment projects. In case of failure to invest as planned, failure to realize the expected income of the project, large loss of investment, etc., the capital operation management center shall find out the reasons, put forward suggestions and measures to the board of directors, and the board of directors shall investigate the responsibilities of relevant personnel.
Chapter V supplementary provisions
Article 15 the terms “above”, “within” and “before” in this system include this number, and the terms “above” and “below” do not include this number.
Article 16 for matters not covered in this system, the company shall implement them in accordance with relevant laws, administrative regulations, departmental rules, normative documents and the articles of association.
Article 17 in case of any inconsistency between the management system and relevant national laws, regulations, normative documents or the articles of association, the provisions of national laws, regulations, normative documents and the articles of association shall prevail, and the system shall be revised in time.
Article 18 the system shall come into force after being deliberated and approved by the general meeting of shareholders of the company.
Article 19 These Rules shall be revised by the board of directors of the company in accordance with the provisions of relevant laws, regulations and normative documents, submitted to the general meeting of shareholders for approval, and the board of directors shall be responsible for interpretation.
Jinhe Biotechnology Co.Ltd(002688)
Board of directors
April 20, 2002
