Guangdong Vtr Bio-Tech Co.Ltd(300381)
Measures for the administration of foreign investment
Chapter I General Provisions
Article 1 These measures are formulated to standardize the company’s investment decision-making procedures, establish a perfect investment decision-making mechanism, effectively prevent various risks and protect the interests of the company and shareholders.
Article 2 the term “foreign investment” as mentioned in these Measures refers to the investment activities (including domestic investment) in which the company and its subsidiaries make capital contributions in the form of monetary capital, equity, physical or intangible assets in order to obtain future income.
Article 3 these measures are applicable to the company and its subsidiaries, of which the “company” or “parent company” is Guangdong Vtr Bio-Tech Co.Ltd(300381) ; “Subsidiary” refers to the subsidiary directly or indirectly controlled by the company. Article 4 basic principles of foreign investment: abide by national laws and regulations; Abide by the articles of association of the corresponding company or subsidiary; In line with the company’s development strategy; Give priority to benefits and moderate scale, which will not affect the development of the company’s main business.
Article 5 when foreign investment involves connected transactions, it shall comply with the articles of association of the company or its subsidiaries and relevant provisions on the management of connected transactions.
Chapter II investment decision-making authority
Article 6 the parent company’s decision-making authority for foreign investment
(I) if the company’s foreign investment meets one of the following standards, it shall be submitted to the general meeting of shareholders for deliberation and approval after being deliberated and approved by the board of directors of the company:
1. The total assets involved account for more than 50% of the company’s total assets audited in the latest period. If the total assets involved have both book value and assessed value, the higher one shall be taken as the calculation data;
2. The relevant operating income of the subject matter 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 30 million yuan;
3. The net profit related to the subject matter 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 RMB 3 million;
4. The transaction amount (including debts and expenses) accounts for more than 50% of the company’s latest audited net assets, and the absolute amount exceeds 30 million yuan;
5. The profit generated by the subject matter accounts for more than 50% of the audited net profit of the company in the latest fiscal year, and the absolute amount exceeds RMB 3 million.
If the data involved in the above index calculation is negative, take its absolute value for calculation.
(II) if the company’s foreign investment does not meet the standard in Item (I) of this article, but meets one of the following standards, it shall be submitted to the board of directors for deliberation and approval:
1. The total assets involved account for more than 10% of the company’s latest audited total assets; If the total assets involved in the project have both book value and assessed value, the higher one shall be taken as the calculation basis;
2. The relevant operating income of the subject matter 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 RMB 5 million;
3. The net profit related to the subject matter 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 RMB 1 million;
4. The transaction amount (including debts and expenses) accounts for more than 10% of the company’s latest audited net assets, and the absolute amount exceeds RMB 5 million;
5. The profit generated by the subject matter accounts for more than 10% of the audited net profit of the company in the latest fiscal year, and the absolute amount exceeds RMB 1 million.
If the data involved in the above index calculation is negative, take its absolute value for calculation.
(III) the amount of the company’s foreign investment shall be calculated based on the amount incurred, and the same event shall be calculated based on the cumulative amount incurred for 12 consecutive months. For foreign investment that has gone through the examination and approval procedures specified in this article, the amount involved shall not be counted within the cumulative amount.
(IV) if the investment decision-making authority in this article is not reached, the president of the company shall be authorized to review and approve.
Article 7 decision making authority of subsidiaries for foreign investment
(I) if a subsidiary’s foreign investment meets one of the following standards, it shall be submitted to the subsidiary’s shareholders’ meeting or general meeting for deliberation and approval after being deliberated and approved by the subsidiary’s board of directors or executive directors:
1. The total assets involved account for more than 50% of the total assets of the subsidiary audited in the latest period (if not audited, use the financial report of the latest fiscal year, the same below). If the total assets involved have both book value and evaluated value, the higher one shall be taken as the calculation data;
2. The target’s operating income in the latest fiscal year accounts for more than 50% of the audited operating income of the subsidiary in the latest fiscal year, and the absolute amount exceeds 30 million yuan;
3. The net profit related to the subject matter 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 RMB 3 million;
4. The transaction amount (including debts and expenses) accounts for more than 50% of the company’s latest audited net assets, and the absolute amount exceeds 30 million yuan;
5. The profit generated by the subject matter accounts for more than 50% of the audited net profit of the subsidiary in the latest fiscal year, and the absolute amount exceeds 3 million yuan.
If the data involved in the above index calculation is negative, take its absolute value for calculation.
(II) if the foreign investment of a subsidiary fails to meet the criteria in Item (I) of this article, but meets one of the following criteria, it shall be submitted to the board of directors or executive director of the subsidiary for deliberation and approval:
1. According to the principle of the lower one, the total assets involved account for more than 10% of the total assets of the subsidiary audited in the latest period. If the total assets involved have both book value and assessed value, the higher one shall be taken as the calculation basis, or the absolute amount exceeds 2 million yuan;
2. According to the principle of whichever is lower, the relevant operating revenue of the target in the latest fiscal year accounts for more than 10% of the audited operating revenue of the subsidiary in the latest fiscal year, or the absolute amount exceeds RMB 5 million;
3. According to the principle of whichever is lower, the relevant net profit of the subject matter in the latest accounting year accounts for more than 10% of the audited net profit of the subsidiary in the latest accounting year, or the absolute amount exceeds RMB 1 million;
4. According to the principle of whichever is lower, the transaction amount (including debts and expenses) accounts for more than 10% of the latest audited net assets of the subsidiary, or the absolute amount exceeds RMB 5 million;
5. According to the lower principle, the profit generated by the subject matter accounts for more than 10% of the audited net profit of the subsidiary in the latest fiscal year, or the absolute amount exceeds RMB 1 million.
If the data involved in the above index calculation is negative, take its absolute value for calculation.
(III) the amount of foreign investment of a subsidiary shall be calculated based on the amount incurred, and the same event shall be calculated based on the cumulative amount incurred for 12 consecutive months. For foreign investment that has gone through the examination and approval procedures specified in this article, the amount involved shall not be counted within the cumulative amount.
(IV) if the investment decision-making authority in this article is not reached, the general manager of the subsidiary, the general manager of the business division and the leader in charge of the parent company shall be authorized to jointly review and submit it to the president of the parent company for review and approval.
(V) if it should be submitted to the board of directors or the general meeting of shareholders of the parent company for deliberation and approval according to the articles of association of the parent company or Article 6 of these measures, it should also be submitted to the board of directors or the general meeting of shareholders of the parent company for deliberation and approval.
Chapter III investment decision-making procedures
Article 8 decision making procedures for foreign investment of the parent company
The financial, investment and legal personnel jointly review the project investment feasibility report and uniformly revise and finalize it – the enterprise management department cooperates with the investment execution unit to prepare the project investment initiation form and submit it to the president and the strategy and Management Committee for approval ① – the enterprise management department will transfer the approval documents to the investment execution unit for implementation, follow up and implement them, and transfer the approval documents to the securities department for information disclosure (if necessary).
Note ①: according to the articles of association and these measures, if it needs to be submitted to the board of directors or the general meeting of shareholders for deliberation and approval, the enterprise management department also needs to transfer the audit documents to the securities department for approval procedures, and then transfer them to the investment execution unit for implementation after going through the approval procedures.
Article 9 decision making procedures for overseas investment of subsidiaries
The subsidiary company prepares the project investment feasibility report – the enterprise management department of the parent company takes the lead in organizing the securities, finance, investment and legal personnel of the parent company to jointly review the project investment feasibility report, and uniformly revise and finalize the draft – the enterprise management department of the parent company guides the subsidiary company to prepare the project investment initiation form, submit it to the general manager of the subsidiary company for review, and then submit it to the general manager of the business department of the parent company, the leader in charge Approved by the president and the strategy and Management Committee ② – the enterprise management department of the parent company will implement the approval document and follow up the implementation, and transfer the approval document to the Securities Department of the parent company for information disclosure (if necessary).
Note ②: according to the articles of association of the subsidiary and the provisions of these measures, if it is necessary to submit it to the board of directors / Executive Directors of the subsidiary or the shareholders’ meeting / general meeting for deliberation and approval, the enterprise management department and Securities Department of the parent company shall also guide the subsidiary to perform the approval procedures. After going through the approval procedures, it shall be carried out by the subsidiary, and the enterprise management department of the parent company shall follow up the implementation; If it is necessary to submit it to the board of directors or the general meeting of shareholders of the parent company for deliberation and approval according to the articles of association of the parent company and these measures, the approval procedures of the subsidiary company shall be completed first, and then transferred to the Securities Department of the parent company to perform the approval procedures. After handling the approval procedures, it shall be transferred to the subsidiary company for implementation, and the enterprise management department of the parent company shall follow up the implementation.
Article 10 when preparing the project investment feasibility report and making deliberation and decision on the external investment of the company and its subsidiaries, the executing unit shall fully investigate the following factors and make a decision based on them:
(I) whether the relevant laws, regulations and policies related to foreign investment have explicit or implicit restrictions on the investment;
(II) foreign investment shall comply with national and regional industrial policies, the company’s medium and long-term development strategy and annual investment plan;
(III) foreign investment has proved to have good development prospects and economic benefits;
(IV) whether the company has the necessary conditions for the smooth implementation of relevant foreign investment matters (including but not limited to the capital, technology, talents, raw material supply and other conditions required for the implementation of the project);
(V) other relevant materials required for making decisions on foreign investment matters.
Chapter IV Implementation and implementation of investment decisions
Article 11 the project investment decisions of the company and its subsidiaries shall be implemented
(I) the documents or agreements related to the investment decision of the parent company shall be signed by the president of the company or the authorized representative of the legal representative of the company.
(II) documents or agreements related to investment decisions of subsidiaries shall be signed by the general manager of subsidiaries or the authorized representative of the legal representative of subsidiaries.
(III) the business unit that puts forward investment suggestions is the investment project implementation agency, which is responsible for the implementation of the project. It shall formulate specific implementation plans according to the relevant resolutions of the board of directors and general meeting of shareholders of the parent company, or the board of directors, general meeting of shareholders / general meeting of subsidiaries, or the investment decisions approved by the president of the parent company, and submit written reports on the progress of project implementation to the president of the parent company on a monthly, quarterly and annual basis, and accept the audit of the company at the same time.
(IV) the financial director of the parent company or subsidiary company shall formulate the fund supporting plan and reasonably allocate the funds according to the investment project implementation plan formulated by the executive agency of the affiliated unit, so as to ensure the smooth implementation of the project decision. (V) the audit and supervision department of the company shall organize auditors to conduct internal audit on investment projects at least once a year and submit written audit reports to the company.
(VI) the board of supervisors and the audit committee of the board of directors of the company shall supervise the investment projects according to their responsibilities, timely put forward corrective opinions on violations, put forward special reports on major problems, and submit them to the project investment approval authority for discussion and handling.
(VII) after the completion of the project, the project executing agency shall submit the project investment settlement report, completion acceptance report (if any) or other documents to the enterprise management, finance and audit departments of the company for joint review, and then submit them to the president of the company for review and approval. If it needs to be submitted to the subsidiary’s board of directors, shareholders’ meeting / general meeting for deliberation and approval, it also needs to be submitted for examination and approval according to the procedures; If it is necessary to submit it to the board of directors and general meeting of shareholders of the parent company, it shall also be submitted to the Securities Department of the company for examination and approval according to procedures.
Article 12 assessment measures for the implementation of investment projects
The executing agency of the investment project shall take the progress, quality, safety, cost and other elements in the project implementation as its annual key work to the specific responsible person, and carry out the assessment according to the performance assessment management measures of the company or its subsidiaries, which shall be linked to its own performance salary.
Chapter V supplementary provisions
Article 13 matters not covered in these Measures shall be implemented in accordance with national laws and regulations and the articles of association.
Article 15 the system shall be formulated, interpreted and revised by the board of directors of the company. The system shall come into force and be implemented after being deliberated and approved by the board of directors of the company, and the same shall apply to modification.
Guangdong Vtr Bio-Tech Co.Ltd(300381) board of directors
April 23, 2022
