Hbis Company Limited(000709) foreign investment management system
(revised in April 2022)
Chapter I General Provisions
Article 1 this system is formulated to strengthen the management of Hbis Company Limited(000709) (hereinafter referred to as “the company”) foreign investment, prevent foreign investment risks, improve foreign investment income, establish an effective investment risk restraint mechanism, and protect the rights and interests of the company and all its shareholders.
Article 2 this system is formulated in accordance with relevant national laws and regulations, the articles of association and the measures for the administration of foreign investment of Hegang Group Co., Ltd. (hereinafter referred to as “Hegang group”).
Article 3 the term “foreign investment” as mentioned in this system refers to the equity investment that controls and has a significant impact on the invested unit through the advance payment of a certain amount of currency, material objects or the transfer of rights, as well as the equity investment in joint ventures. Including but not limited to the behaviors of establishing enterprises with non monetary inputs such as monetary and physical assets, marketable securities or intangible assets, acquiring and merging other enterprises, joint venture and cooperation with other enterprises, additional investment in invested enterprises, etc.
Article 4 foreign investment activities shall follow the following principles:
（1） Comply with the industrial development guidelines of Hebei Province and relevant national policies; （2） In line with the company’s development strategy, medium and long-term development plan and the direction of industrial structure adjustment, the investment projects of subsidiaries should also comply with the development orientation of the company by the company’s headquarters;
（3） The whole process risk is controllable to ensure the safety of investment;
（4） Local interests are subordinate to or serve the overall interests of the company, which is in line with the maximization of the overall interests of the company; （5） The investment procedure shall comply with the law, and the overseas investment shall also comply with the laws, regulations and normative requirements of the country or region where the project is located, as well as international rules;
（6） Fully evaluate the value of tangible and intangible assets invested by the company, and make full use of and reasonably allocate the available capital resources of the company;
（7） The overall investment scale shall be commensurate with the enterprise’s asset operation scale, asset liability ratio and actual investment capacity.
Article 5 the investment management department of the company is the competent department for foreign investment and is responsible for exercising the function of foreign investment management in accordance with the relevant provisions of the company’s internal control system.
Chapter II decision making and examination and approval procedures for foreign investment
Article 6 for the company’s direct foreign investment projects, the competent investment department shall organize project collection, screening, investigation, investment scheme demonstration and early cooperation negotiation according to the company’s strategic plan, form an investment scheme, and submit it to the board of directors or shareholders’ meeting for deliberation after being examined and approved by the competent leader of the company.
Article 7 if the capital contribution is made in monetary capital, the operation and finance department shall arrange the capital plan according to the investment steps; If the capital is contributed in kind or intangible assets, the competent investment department shall appoint an audit and evaluation institution in accordance with relevant regulations. If the partners are involved, the parties shall appoint them through consultation. The evaluation results shall be reported to the provincial SASAC for approval (filing). When determining the investment price, the evaluation value approved (filed) by the provincial SASAC shall be taken as the base price.
Article 8 for the foreign investment projects planned by the subsidiary, the subsidiary shall carry out the preliminary feasibility study of the project and form an investment plan, which shall be submitted to the company together with the documents and materials related to foreign investment after being approved by the board of directors or competent authorities of the subsidiary. The competent investment department of the company shall issue review opinions, which shall be submitted to the board of directors or the general meeting of shareholders for deliberation after being approved by the competent leader. After obtaining the approval, the competent investment department is responsible for issuing the reply to the subsidiary, which will be organized and implemented by the subsidiary.
Article 9 the decision-making body of the company’s foreign investment is the general meeting of shareholders or the board of directors. If the company’s foreign investment meets one of the following standards, the board of directors of the company shall submit it to the general meeting of shareholders for approval after deliberation:
（1） The total amount of foreign investment accounts for more than 50% of the company’s total assets audited in the latest period (if there are both book value and assessed value, the higher one shall be taken as the calculation data);
（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. If the amount of assets involved in the transaction has both book value and evaluation value, the higher one shall prevail;
（3） The main business income related to foreign investment (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;
（4） The net profit related to 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 balance exceeds 5 million yuan;
（5） The transaction amount of foreign investment (including debts and expenses) accounts for more than 50% of the company’s latest audited net assets, and the absolute amount exceeds 50 million yuan;
（6） The profit from foreign 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.
If the foreign investment involves related party transactions, the examination and approval procedures shall be handled in accordance with the relevant provisions of the Listing Rules of Shenzhen Stock Exchange, the articles of association, the management system of related party transactions and other regulations.
Article 10 securities investment, entrusted financial management, venture capital and other activities shall be strictly controlled. In principle, the company does not invest in options, futures, forwards, swaps or their portfolio products other than hedging business. When it is really necessary to carry out, the investment approval procedures shall be strictly implemented in accordance with the relevant national and provincial regulations on the supervision of financial derivatives business of state-owned enterprises. The examination and approval of entrusted financial management shall not be authorized to the individual directors or management of the company.
Article 11 the legal department of the company shall participate in all stages of foreign investment projects from proposal to implementation, and issue corresponding legal opinions.
Chapter III Administration of foreign investment
Article 12 management of project preparation period:
（1） For the foreign investment projects that have been decided, the project preparation office (or project team) can be established by consensus of shareholders before formal registration in order to facilitate the early construction of the project.
（2） From the date of establishment, the preparatory office may establish a temporary independent account on the shareholder’s side. In principle, all expenses during the preparatory period shall be included in the start-up expenses or infrastructure engineering expenses of foreign-invested enterprises (unless otherwise agreed by the shareholders). （3） The expenses required by the preparatory office before the formal registration of foreign-invested enterprises shall be proposed by the preparatory office and borne by the proportion of capital contribution agreed in the contract or capital contribution agreement with the unanimous consent of shareholders.
（4） The company or its subsidiaries shall send corresponding personnel to the project preparation office according to the consultation opinions of shareholders and issue corresponding recommendation or dispatch documents. The salary expenses incurred during the preparation of the project shall be handled in the manner agreed by the shareholders.
Article 13 management during the formation period of the project:
（1） The company and its subsidiaries shall, in accordance with the relevant provisions of the company law and the articles of association, exercise the rights of investors such as investment income, decision-making on major matters and personnel selection in accordance with the law.
（2） The company and its subsidiaries participate in the operation, management and decision-making of the invested enterprises by sending shareholder representatives, directors, supervisors and senior managers to the invested enterprises to attend the shareholders’ meeting (shareholders’ meeting), the board of directors and the board of supervisors, so as to ensure that the legitimate rights and interests of the investors are not infringed.
（3） The directors, supervisors and senior managers dispatched by the company shall abide by the laws and regulations of the state, faithfully perform their duties, actively safeguard the interests of the company, and shall not take advantage of their position and authority in the joint venture company to seek personal interests. In case of important matters involving annual business plan, financial budget, profit distribution, major investment, financing and transaction, it shall timely report to the competent investment department of the company, and express its opinions or exercise its voting power in the operation of the joint venture company or at the board of directors in accordance with the principles determined by the board of directors of the company.
Article 14 The competent investment department of the company is responsible for supervising and managing the income distribution of investment projects, urging the invested enterprise to determine the income distribution plan in time and pay cash dividends in time. During the year-end financial settlement, the competent investment department of the company shall report the above situation to the board of directors and the board of supervisors of the company.
Article 15 the person in charge of foreign investment projects and the Department in charge of investment are responsible for tracking and monitoring the whole process of the project from establishment to termination, and putting forward relevant suggestions to the company according to the actual situation. For foreign investment projects with increased joint venture risks, uncertain investment prospects and deviation from the overall development plan of the company, the person in charge and the competent department shall timely put forward risk warnings and formulate asset transfer or disposal plans in time to minimize investment losses.
Chapter IV other administrative provisions
Article 16 the production technology and economic indicators of wholly-owned or holding subsidiaries formed by the company’s foreign investment (including companies with actual control of the company, hereinafter referred to as “wholly-owned and holding subsidiaries”) shall be included in the production and operation statistics of the company. Wholly owned and holding subsidiaries shall submit the completion of various indicators to the company’s statistical management department on a monthly basis in accordance with the format and content required by the company’s statistics.
For joint ventures and joint-stock companies formed by the company’s foreign investment, the functional departments of the company shall give necessary business guidance and assistance to their production technology and economic index system, and establish smooth information communication channels with them. Article 17 the company shall strengthen the guidance, supervision and inspection of the financial activities of the invested enterprises, and analyze the progress of investment projects or financial operation quarterly.
Article 18 The competent investment department of the company shall establish and improve the management archives of investment projects and strengthen the basic management of foreign investment projects. The archiving contents shall include:
（1） Application for project initiation;
（2） The preliminary investment plan approved by the leader in charge;
（3） Feasibility study report;
（4） Approval records of the board of directors or resolutions of the board of directors on the project;
（5） Joint venture contract, articles of association and relevant annexes;
（6） The approval documents of the competent department on the feasibility report, the joint venture contract and the articles of Association;
（7） Letter of appointment of directors, supervisors and other senior managers;
（8） Minutes of previous shareholders’ meetings and board meetings;
（9） Copy of business license, state-owned property right registration certificate and property right changes of foreign-invested enterprises.
Chapter V disposal of foreign investment
Article 19 under the following circumstances, the company may withdraw (including reduction) and recover the investment by legal means such as equity transfer and dissolution of the company:
（1） Upon the expiration of the operation period of the invested enterprise, the shareholders decide not to operate any more;
（2） The invested enterprise has suffered operating losses for two consecutive years, and after analysis, it is determined that it has lost its investment value or may cause greater losses;
（3） Good investment income can be obtained through the transfer of property rights and equity;
（4） The company or subsidiary decides to withdraw and recover the investment due to the consideration of capital and strategic direction adjustment.
Article 20 for the withdrawal and withdrawal of investment of the company, the competent investment department of the company shall put forward a plan, which shall be implemented after being approved by the competent leader and submitted to the board of directors or the general meeting of shareholders of the company for approval.
For the withdrawal and recovery of investment by subsidiaries, the work plan shall be submitted to the competent investment department of the company in the form of subsidiary documents for preliminary review after being reviewed by the board of directors or other competent institutions of the subsidiary. The competent investment department shall issue disposal opinions, which shall be implemented after being approved by the competent leaders and submitted to the board of directors or the general meeting of shareholders of the company for approval.
Article 21 the disposal of foreign investment by the company and its subsidiaries shall be handled in strict accordance with the company law, the articles of association, the relevant provisions on the supervision of state-owned assets in Hebei Province, the implementation rules for the registration and administration of state-owned assets property rights, the implementation rules for the administration of asset appraisal and other relevant provisions and procedures of Hegang group.
Article 22 after the company or its subsidiary withdraws and recovers its investment, it shall timely go through the relevant formalities of property right transfer in accordance with the implementation rules for the registration and administration of state owned assets property rights of Hegang group, and specify the department or special person to be responsible for the recovery of funds to ensure the safe return of funds.
Chapter VI supplementary provisions
Article 23 the system shall be interpreted and revised by the board of directors of the company.
Article 24 this system shall be implemented from the date of deliberation and approval by the board of directors of the company.
