Suzhou Medicalsystem Technology Co.Ltd(603990)
Foreign investment management system
(revised in May 2022)
Chapter I General Provisions
Article 1 in order to strengthen the management of Suzhou Medicalsystem Technology Co.Ltd(603990) (hereinafter referred to as the “company”) foreign investment, standardize the company’s foreign investment behavior, improve the efficiency of capital operation, and ensure the preservation and appreciation of the company’s foreign investment, according to the company law of the people’s Republic of China (hereinafter referred to as the “company law”) and the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”) This system is formulated in accordance with the standards for the governance of listed companies, the Suzhou Medicalsystem Technology Co.Ltd(603990) articles of Association (hereinafter referred to as the “articles of association” and the stock listing rules of Shanghai Stock Exchange) and other relevant provisions. Article 2 the purpose of formulating this system is to establish an effective management mechanism, promote the benefits and control the risks of the company in the process of organizing resources, assets, investment and other business operations, ensure the profitability and safety of capital operation, and improve the profitability and anti risk ability of the company.
Article 3 the term “foreign investment” as mentioned in this system refers to the company’s foreign investment. That is, the company will make monetary capital, real objects such as houses, machines, equipment and materials after asset evaluation, as well as intangible assets such as patent right, technology, trademark right and land use right, and carry out various forms of investment activities, including but not limited to:
(I) equity or equity investment of newly established enterprises (including partnerships);
(II) acquire or increase the equity of the invested enterprise by adding or purchasing the stock equity;
(III) investment in project cooperation;
(IV) selling the equity or equity formed by the above foreign investment;
(V) stock and fund investment;
(VI) bonds, entrusted loans and other debt investments;
(VII) operating projects and asset investment;
(VIII) other investments.
All foreign investment decisions of the company and its holding subsidiaries within the scope of the company’s consolidated statements are regulated by this system.
Article 4 foreign investment shall comply with the following principles:
(I) comply with national laws, regulations and industrial policies;
(II) conform to the company’s overall development strategy;
(III) appropriate scale, act according to one’s ability, control investment risks, and cannot affect the development of the company’s main business;
(IV) adhere to the principle of giving priority to benefits.
Article 5 the internal control of the company’s major investment shall follow the principles of legality, prudence, safety and effectiveness, control investment risks and pay attention to investment benefits.
Chapter II examination and approval authority for foreign investment
Article 6 the company’s foreign investment shall be subject to professional management and level by level examination and approval system.
Article 7 the following foreign investment behaviors of the company shall be examined and approved by the general meeting of shareholders:
(I) the total assets involved in the transaction (if there are both book value and evaluation value, the higher one shall be taken as the calculation data) account for more than 50% of the company’s latest audited total assets (consolidated statement caliber, the same below);
(II) the net assets involved in the subject matter of the transaction (such as equity) (if there are both book value and evaluation 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;
(III) the transaction amount (including debts and expenses) of the transaction accounts for more than 50% of the company’s latest audited net assets (consolidated statements, the same below), and the absolute amount exceeds 50 million yuan;
(IV) the profit generated from the transaction accounts for more than 50% of the company’s audited net profit (consolidated statement, the same below) in the latest fiscal year, and the absolute amount exceeds 5 million yuan;
(V) the relevant operating income of the subject matter of the transaction (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 (consolidated statement caliber, the same below), and the absolute amount exceeds 50 million yuan;
(VI) the net profit related to the transaction 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.
(VII) transactions between the company and related parties (except for the company’s provision of guarantee, receiving cash assets, obtaining debt relief, accepting guarantee and financial assistance free of charge) with an amount of more than 30 million yuan and accounting for more than 5% of the absolute value of the company’s latest audited net assets.
If the data involved in the above indicators is negative, the absolute value shall be taken for calculation.
When the company conducts “entrusted financial management” transactions, if it is difficult to perform the review procedures and disclosure obligations for each investment transaction due to transaction frequency and timeliness requirements, it can reasonably predict the investment scope, amount and duration, and calculate the proportion of the amount in the net assets.
If the company’s “purchase or sale of equity” meets the standards for major asset restructuring of listed companies specified in the measures for the administration of major asset restructuring of listed companies, it shall be submitted to the general meeting of shareholders for deliberation in accordance with the provisions of the measures for the administration of major asset restructuring of listed companies.
Article 8 the following foreign investment behaviors of the company shall be examined and approved by the board of directors:
(I) the total assets involved in the transaction (if there are both book value and evaluation value, the higher one shall be taken as the calculation data) account for more than 10% of the company’s latest audited total assets (consolidated statement caliber, the same below);
(II) the transaction amount (including debts and expenses) of the transaction accounts for more than 10% of the company’s latest audited net assets (consolidated statements, the same below), and the absolute amount exceeds 10 million yuan;
(III) the profit generated from the transaction accounts for more than 10% of the company’s audited net profit (consolidated statement, the same below) in the latest fiscal year, and the absolute amount exceeds 1 million yuan;
(IV) the relevant operating income of the transaction object (such as equity) in the latest fiscal year accounts for more than 10% of the company’s audited operating income (consolidated statement caliber, the same below) in the latest fiscal year, and the absolute amount exceeds 10 million yuan;
(V) the related net profit of the transaction 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.
(VI) related party transactions with a transaction amount of more than 300000 yuan between a listed company and a related natural person (except for guarantees provided by a listed company).
(VII) related party transactions between the listed company and related legal persons with a transaction amount of more than 3 million yuan and accounting for more than 0.5% of the absolute value of the company’s latest audited net assets (except for the guarantee provided by the listed company).
If the data involved in the above indicators is negative, the absolute value shall be taken for calculation.
When the company conducts “entrusted financial management” transactions, if it is difficult to perform the review procedures and disclosure obligations for each investment transaction due to transaction frequency and timeliness requirements, it can reasonably predict the investment scope, amount and duration, and calculate the proportion of the amount in the net assets. Foreign investment matters other than articles 7 and 8 above shall be deliberated by the general manager’s office meeting.
Article 9 when the company’s investment involves related party transactions, the relevant provisions of the articles of association and the related party transaction decision-making system shall apply; If the decision-making authority specified in the related party transaction decision-making system for this investment is lower than that specified in this system, this system shall apply to the decision-making procedures of such foreign investment.
Chapter III Organization of foreign investment management
Article 10 the general meeting of shareholders, the board of directors and the general manager’s office meeting of the company, as the decision-making bodies of the company’s foreign investment, shall make decisions on the company’s foreign investment within their respective authorities. Without authorization, any other department or individual has no right to make decisions on foreign investment.
Article 11 the strategy committee of the board of directors 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, supervising the implementation progress of major investment projects, and reporting to the board of directors in a timely manner in case of abnormalities in the investment projects.
Article 12 the general manager of the company is the main person responsible for the implementation of foreign investment. He is responsible for planning, organizing and monitoring the personnel, finance and materials of the implementation of new projects, and shall timely report the investment progress to the board of directors and put forward adjustment suggestions, so as to facilitate the board of directors and the general meeting of shareholders to revise the investment in time.
Article 13 the general manager can organize and establish a project implementation team to be responsible for the task implementation and specific implementation of foreign investment projects. The company can establish an accountability mechanism of the project implementation team to follow up and assess the work of the project implementation team.
Article 14 the investment functional department of the company is the preliminary investigation, demonstration and follow-up management department of the company’s foreign investment; Participate in the research and formulation of the company’s development strategy, evaluate the benefits of major investment projects, review and put forward suggestions; Be responsible for pre selection, planning, demonstration and preparation of the company’s external capital construction investment, production and operation investment, equity investment, leasing, property right transaction, asset reorganization and other projects;
Article 15 the financial management center is the financial management department of the company’s foreign investment, which is responsible for evaluating the investment benefits of foreign investment projects, raising funds, handling capital contribution procedures, assisting in tax registration, bank account opening and other work; Be responsible for analyzing and supervising the achievement of business responsibility objectives of holding subsidiaries.
Article 16 the legal department of the company is responsible for the legal review of agreements, contracts, important relevant letters and articles of association of foreign investment projects.
Article 17 the internal audit department of the company is responsible for the audit of the prior benefits of the project and the regular audit of foreign investment.
Chapter IV administration of foreign investment
Article 18 before making decisions on foreign investment projects, the company must conduct a feasibility study on the proposed investment projects, focusing on the objective evaluation of investment objectives, scale, mode, source of funds, risks and benefits. According to the actual needs, the company can entrust professional institutions with corresponding qualifications to conduct due diligence or feasibility study when necessary.
Article 19 foreign investment projects approved and implemented by the company shall be organized and implemented by the general manager of the company, and the investment functional department or specially established project implementation team shall be responsible for the specific implementation of the investment plan, signing contracts and agreements with the invested unit, and implementing the specific operation activities of property transfer.
Article 20 after the completion of the company’s foreign investment project, the investment functional department is responsible for tracking and managing the investment project, timely understanding the operation of the investment project, evaluating the investment effect, preventing risks and achieving the purpose of maintaining and increasing the value of investment assets.
Article 21 in case of any of the following circumstances, the company may recover the foreign investment: (I) according to the articles of association, the operation of the investment project (enterprise) expires;
(II) due to the poor management of the investment project (enterprise), it is unable to repay the due debts, and it is bankrupt according to law;
(III) the project (enterprise) cannot continue to operate due to force majeure;
(IV) other circumstances of termination of investment specified in the contract occur or occur;
(V) other circumstances deemed necessary by the company.
Article 22 the company may transfer its foreign long-term investment under any of the following circumstances:
(I) the investment project has obviously gone against the overall development direction of the company;
(II) the investment project has suffered continuous losses, there is no hope of turning losses and there is no market prospect;
(III) its own operating funds are obviously insufficient and it is urgent to supplement large amounts of funds;
(IV) other circumstances deemed necessary by the company.
The transfer of investment shall be handled in strict accordance with the provisions of the company law and the articles of association of the invested company on the transfer of investment.
Article 23 before disposing of long-term foreign investment, the investment functional department shall, together with the financial management center, analyze and demonstrate the foreign investment projects to be disposed of, fully explain the reasons for the disposal and the direct and indirect economic and other consequences, and submit a written report to the general manager’s office, the board of directors or the general meeting of shareholders. The disposal of foreign investment shall comply with the relevant provisions of relevant national laws and regulations.
Article 24 the procedures and authorities for approving the disposal of foreign investment projects are the same as those for approving the implementation of foreign investment.
Article 25 the investment functional department is responsible for the asset evaluation of investment recovery and transfer to prevent the loss of the company’s assets.
Chapter V financial management and audit of foreign investment
Article 26 the accounting methods of the company’s financial management center for foreign investment shall comply with the provisions of the national accounting standards and accounting systems, and complete accounting records shall be kept for the company’s foreign investment activities. Article 27 the financial management center of the company shall regularly obtain the financial information of the invested unit and pay close attention to the changes in its financial situation. Provide business guidance for the accounting and financial management of the invested unit.
Article 28 the internal audit department of the company shall conduct regular or special audits on investment activities and invested units. For the problems found, put forward complete rectification suggestions and supervise the implementation of rectification.
Chapter VI Information Disclosure of foreign investment
Article 29 the Secretary of the board of directors of the company shall be responsible for the information disclosure of the company’s foreign investment in accordance with the company law, the articles of association and the relevant provisions of Shanghai Stock Exchange.
Chapter VII supplementary provisions
Article 30 matters not covered in this system shall be implemented in accordance with relevant national laws, regulations, departmental rules, normative documents and the articles of association. If the provisions of this system are inconsistent with the laws, regulations, departmental rules, normative documents issued or revised by the state in the future or the articles of association modified by legal procedures, the latter shall prevail, and this system shall be modified in time.
Article 31 the board of directors is responsible for the formulation, revision and interpretation of this system.
Article 32 the system shall come into force and be implemented from the date of deliberation and approval by the board of directors of the company.
