Guangdong Jiangxi Wannianqing Cement Co.Ltd(000789) Pharmaceutical Co., Ltd
Foreign investment management system
Chapter I General Provisions
Article 1 in order to regulate the company’s foreign investment behavior, improve investment efficiency, reasonably avoid the risks brought by investment, and effectively and reasonably use funds, in accordance with the company law of the people’s Republic of China, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of GEM listed companies and other laws and regulations This system is formulated in accordance with the relevant provisions of normative documents and the articles of association of Guangdong Jiangxi Wannianqing Cement Co.Ltd(000789) Pharmaceutical Co., Ltd. (hereinafter referred to as the “articles of association”).
Article 2 “foreign investment” as mentioned in this system refers to the company’s investment of monetary funds, physical assets, intangible assets, equity and other assets permitted by laws and regulations to the invested unit in order to obtain income or realize capital appreciation. Article 3 according to the length of the investment period, the company’s foreign investment is divided into short-term investment and long-term investment.
Short term investment mainly 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, dividend insurance, etc;
Long term investment mainly refers to all kinds of investments with an investment term of 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 domestic (foreign) independent legal entities and natural persons;
（3） Participating in other domestic (foreign) independent legal entities;
（4） Operating assets are leased, entrusted or jointly operated with others.
Article 4 the basic principles to be followed in foreign investment: conform to the company’s development strategy, reasonably allocate enterprise resources, promote the optimal combination of factors and create good economic benefits.
Article 5 this system is applicable to all foreign investment activities of the company and its wholly-owned subsidiaries and holding subsidiaries (hereinafter referred to as “subsidiaries”).
Chapter II examination and approval authority for foreign investment
Article 6 if the foreign investment of the company meets one of the following standards, it shall be submitted to the board of directors for deliberation:
（1） The total assets involved in the investment (if there are both book value and assessed value, whichever is higher) account for more than 10% of the company’s total assets audited in the latest period;
（2） The transaction amount of the investment (including the 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 profit from investment accounts for more than 10% of the audited net profit of the company in the latest fiscal year, and the absolute amount exceeds 10 million yuan;
（4） The relevant operating income of the investment 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;
（5） The net profit related to the investment 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;
（6） Other investment matters that should be submitted to the board of directors for deliberation according to laws, regulations, normative documents or the articles of association.
If the data involved in the above index calculation is negative, take its absolute value for calculation.
Article 7 where the company’s foreign investment meets one of the following standards, it shall 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 the 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 the investment (including the 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 relevant operating income of the investment 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;
（5） The net profit related to the investment 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;
（6） Other investment matters that should be submitted to the general meeting of shareholders for deliberation according to laws, regulations, normative documents or the articles of association.
If the data involved in the above index calculation is negative, take its absolute value for calculation.
Article 8 unless otherwise provided by relevant laws, administrative regulations, departmental rules, normative documents, articles of association and other internal systems of the company, if the transaction fails to meet the above standards to be submitted to the board of directors for deliberation, the chairman of the board of directors may review and decide on the matter.
Chapter III Administration of foreign investment
Article 9 the general meeting of shareholders, the board of directors, the chairman of the board of directors and the general manager of the company are the decision-making bodies of the company’s foreign investment, and each makes decisions on the company’s foreign investment within its scope of authority. No other department or individual has the right to make decisions on foreign investment.
Article 10 the strategy committee of the board of directors is a special deliberative body for the company’s foreign investment, 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 person in charge of the implementation of foreign investment, responsible for the information collection, sorting and preliminary evaluation of new investment projects, putting forward investment suggestions, etc., and shall timely report the investment progress to the board of directors and provide the necessary information and materials for the board of directors and the general meeting of shareholders to make investment decisions.
Article 12 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 evaluation after the project implementation.
Article 13 the finance department is the daily financial management department of foreign investment. After the company’s foreign investment projects are determined, the finance department is responsible for raising funds, cooperating with relevant parties to go through relevant procedures such as capital contribution procedures, industrial and commercial registration, tax registration and bank account opening, and implementing strict borrowing, approval and payment procedures.
Article 14 for highly professional or large-scale investment projects, the preliminary work shall be completed by forming a special project feasibility investigation team.
Article 15 the general manager’s office shall review and evaluate the project plan or analysis report.
Chapter IV decision making and management of foreign investment
Article 16 short term investment procedures of the company:
（1） The financial department shall regularly prepare the statement of capital flow;
（2） 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 chairman of the board of directors or the general meeting of shareholders for approval according to the scale of short-term investment;
（3） The finance department is responsible for transferring the funds in the investment plan to other monetary capital accounts according to the investment plan;
（4） After the investment operator puts forward securities investment opinions and is confirmed by the deputy general manager in charge of investment, he can apply for or buy or sell securities;
（5） The deputy general manager in charge of investment shall regularly summarize the profit and loss and market value statement of short-term investment and submit it to the chairman of the board of directors or the general meeting of shareholders for review.
Article 17 the investment operator shall submit the investment related documents to the finance department at the end of each month. The finance department is responsible for timely registration and entry according to the short-term investment category, quantity, unit price, accrued interest, purchase date, etc., and carry out relevant accounting treatment.
Article 18 the company shall establish a strict securities custody system, which shall be jointly controlled by at least two persons, and the securities investment operators shall be separated from the capital and financial managers and restrict each other. No one shall contact the investment assets alone. The deposit or withdrawal of any investment assets must be signed by two persons who restrict each other.
Article 19 the short-term securities purchased by the company must be recorded in the name of the company on the day of purchase.
Article 20 the Finance Department of the company is responsible for regularly checking the use and balance of securities investment funds. The interest and dividends received shall be recorded in the account in time.
Article 21 the company’s long-term foreign investment is divided into new projects and existing projects according to the nature of the investment projects.
（1） A new project refers to an investment project that is approved to be established and invested according to the approved investment amount.
（2） Capital increase of existing projects refers to the amount of investment that the original investment projects need to make in the original approval according to the needs of operation
Increase investment activities on the basis of.
Article 22 long term investment procedures of the company:
（1） The relevant centralized management department of the company cooperates with the finance department to determine the investment purpose and investigate the investment environment;
（2） The relevant centralized management department of the company shall prepare the letter of intent (project initiation report) on the basis of full investigation and research; （3） The relevant centralized management department of the company shall prepare the feasibility study report of the investment project and submit it to the finance department and the general manager; （4） Handle the approval procedures according to the procedures specified in this system;
（5） The relevant centralized management departments of the company are responsible for the implementation, operation and management of the project.
Article 23 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 investment, the letter of investment and the feasibility study report of the investment project must be resubmitted.
Article 24 The Finance Department of the company is responsible for cooperating with the authorized departments and personnel to invest cash, physical or intangible assets according to the provisions of the long-term investment contract or agreement. The physical delivery procedures must be handled for the input of physical objects, which shall be approved by the physical use department and the management department.
Article 25 for major investment projects, experts or intermediaries may be hired to conduct review and feasibility analysis and demonstration.
Article 26 the relevant centralized management department of the company shall prepare and implement the investment construction and development plan according to the investment project determined by the company, guide, supervise and control the implementation of the project, participate in the audit, final (intermediate) liquidation and handover of the investment project, and conduct investment evaluation and summary.
Article 27 the relevant centralized management departments of the company are responsible for the supervision, inspection and evaluation of the implementation and operation of investment projects in the whole process. The quarterly report system shall be implemented for investment projects. The relevant centralized management departments of the company shall compile quarterly statements on the progress of investment projects, the implementation and use of investment budget, the situation of partners, business status, existing problems and suggestions, and report them to the leaders of the company in time. During the implementation of investment and construction of the project, the investment budget can be reasonably adjusted according to the changes of the implementation. The adjustment of the investment budget needs to be approved by the original investment examination and approval authority.
Article 28 the board of supervisors and the Finance Department of the company shall supervise the investment projects according to their responsibilities, put forward corrective opinions on violations in time, put forward special reports on major problems, and submit them to the project investment approval authority for discussion and handling.
Article 29 establish and improve the archives management system of investment projects. The archives from project pre selection to project completion and handover (including project suspension) shall be sorted and archived by the relevant centralized management department of the company.
Chapter V transfer and recovery of foreign investment
Article 30 under any of the following circumstances, the company may recover its foreign investment:
（1） According to the articles of association, the operation of the investment project (enterprise) expires;
（2） Due to the poor management of investment projects (enterprises), they are unable to repay their due debts and go bankrupt according to law;
（3） The project (enterprise) cannot continue to operate due to force majeure;
（4） When other circumstances of investment termination as agreed in the contract occur or occur.
Article 31 under any of the following circumstances, the company may transfer its foreign investment:
（1） The investment project has obviously gone against the company’s business direction;
（2） There are continuous losses in the investment project and there is no hope of turning around the losses, and there is no market prospect;
（3） When supplementary funds are urgently needed due to insufficient operating funds;
（4） Other circumstances deemed necessary by the company.
Article 32 the transfer of investment shall be handled in strict accordance with relevant laws, regulations, normative documents and the articles of association. The disposal of foreign investment must comply with the relevant provisions of relevant laws and regulations of the state.
Article 33 the authority of foreign investment approval is the same as that of foreign investment approval. Article 34 The finance department is responsible for the evaluation of investment recovery and transferred assets to prevent the loss of the company’s assets. Chapter VI personnel management of foreign investment
Article 35 when the company invests abroad to establish a cooperative or joint venture company, it shall send directors, supervisors and senior managers elected through legal procedures to participate in and supervise the operation decision-making of the new company.
Article 36 for a holding subsidiary established by foreign investment, the company shall send a chairman elected through legal procedures and corresponding operation and management personnel (including but not limited to the person in charge of Finance) to play an important role in the operation and decision-making of the holding company.
Article 37 the dispatched personnel shall earnestly perform their duties, safeguard the interests of the company in the operation and management activities of the newly established company, and realize the preservation and appreciation of the company’s investment. The relevant personnel appointed by the company as the directors of the investment unit shall obtain more information about the investment unit by attending the meeting of the board of directors and report the investment situation to the company in time.
Chapter VII financial management and audit of foreign investment
Article 38 The Finance Department of the company shall make comprehensive and complete financial records of the company’s foreign investment activities, conduct detailed accounting, establish detailed account books according to each investment project and record relevant materials in detail. The accounting policies, accounting estimates and changes adopted in accounting and financial management shall comply with the enterprise financial accounting system and its relevant provisions.
Article 39 the financial management of long-term foreign investment is the responsibility of the company’s financial department. The financial department obtains the financial report of the invested unit according to the needs of analysis and management, so as to analyze the financial situation of the invested unit, safeguard the rights and interests of the company and ensure that the interests of the company are not damaged.
Article 40 the company shall conduct regular or special audits on its subsidiaries.
Article 41 The accounting methods, accounting policies, accounting estimates and changes adopted in the financial management of the company’s subsidiaries shall comply with the relevant provisions of the company’s accounting management system.
Article 42 The consolidated financial statements of the subsidiary company shall be prepared and submitted to the accounting department of the subsidiary company in a timely manner in accordance with the requirements of Article 42.
Article 43 the company
