Foreign investment management system
Chapter I General Provisions
Article 1 in order to regulate the foreign investment of Sirio Pharma Co.Ltd(300791) (hereinafter referred to as “the company”), effectively control the company’s foreign investment risks and improve the benefits of foreign investment, This system is formulated in accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”) and other laws and regulations, as well as the relevant provisions of the Shenzhen Stock Exchange GEM Listing Rules, Shenzhen Stock Exchange listed companies self regulatory guidance No. 2 – standardized operation of gem listed companies, and the articles of association.
Article 2 the term “foreign investment” as mentioned in this system refers to the company’s investment activities in various forms, including but not limited to:
(I) the company independently establishes enterprises or independently funded business projects (except the establishment of wholly-owned subsidiaries);
(II) the company invests to establish joint ventures, cooperative companies or development projects with other independent legal entities and natural persons at home and abroad;
(III) acquisition and merger by purchasing the equity of the target enterprise (except for the wholly-owned subsidiary with capital increase);
(IV) securities investment and derivatives trading;
(V) entrusted financial management;
(VI) other foreign investment stipulated by laws and regulations.
Article 3 this system is applicable to all foreign investment activities of the company and its holding subsidiaries.
If foreign investment also constitutes related party transactions, the relevant provisions of Sirio Pharma Co.Ltd(300791) related party transaction decision-making system shall also be implemented.
Article 4 all directors and senior managers of the company shall treat foreign investment prudently and strictly control the possible risks of foreign investment.
Article 5 the company’s foreign investment shall be examined and approved by the competent authority in accordance with the articles of association and the system. Article 6 the company’s foreign investment must comply with relevant national laws, regulations and industrial policies, comply with the company’s development strategy, enhance the company’s competitiveness, reasonably allocate enterprise resources, create good economic benefits and promote the sustainable development of the company.
Chapter II examination and approval of foreign investment
Article 7 if the company’s foreign investment meets one of the following standards, it shall be reviewed by the board of directors and disclosed in time: (I) the total assets involved in the foreign investment account for more than 10% of the company’s total assets audited in the latest period. If the total assets involved in the transaction have both book value and evaluation value, the higher one shall be taken as the calculation basis;
(II) the relevant operating income of the subject matter of foreign investment (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;
(III) the net profit related to the subject matter of foreign investment (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;
(IV) the transaction amount of foreign investment (including debts and expenses) accounts for more than 10% of the company’s latest audited net assets, and the absolute amount exceeds 10 million yuan;
(V) the profit from foreign investment 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.
If the data involved in the above index calculation is negative, take its absolute value for calculation.
Article 8 where the company’s foreign investment meets one of the following standards, the board of directors shall also submit it to the general meeting of shareholders for deliberation after deliberation:
(I) the total assets involved in foreign investment account for more than 50% of the company’s total assets audited in the latest period. If the total assets involved in the transaction have both book value and assessed value, the higher one shall be taken as the calculation basis;
(II) the relevant operating income of the subject matter of foreign investment (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;
(III) the net profit related to the subject matter of 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 amount exceeds 5 million yuan;
(IV) 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;
(V) 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 data involved in the above index calculation is negative, take its absolute value for calculation.
Article 9 unless otherwise provided by laws and regulations such as entrusted financial management and the rules of the stock exchange, the provisions of Article 7 or Article 8 shall apply to the transactions related to the same category and subject matter of the company’s foreign investment in accordance with the principle of cumulative calculation for 12 consecutive months.
If the company has entrusted financial management for 12 consecutive months, the maximum balance in that period shall be the transaction amount, and the provisions of Article 7 or Article 8 shall apply.
The company’s foreign investment to establish a limited liability company, joint stock limited company or other organization shall be based on the total amount of capital contribution agreed in the agreement, and the provisions of Article 7 or 8 shall apply.
If the subject matter of foreign investment is equity, and the purchase or sale of the equity will change the scope of the company’s consolidated statements, the calculation standard shall be all the assets and operating income of the company corresponding to the equity, and the provisions of Article 7 or Article 8 shall apply.
If the aforesaid equity transaction does not lead to any change in the scope of the consolidated statements, the relevant financial indicators shall be calculated according to the change proportion of the equity held by the company, and the provisions of Article 7 or Article 8 shall apply.
Those who have fulfilled their obligations in accordance with Article 7 or Article 8 shall not be included in the relevant cumulative calculation scope.
Article 10 where the subject matter of foreign investment is the company’s equity and meets the standards specified in Article 8 of this system, the company shall disclose the audit report of the subject matter of foreign investment in the latest year, and the audit deadline shall not exceed six months from the date of the shareholders’ meeting to consider the foreign investment; If the object of foreign investment is non cash assets other than equity, an evaluation report shall be provided. The benchmark date of evaluation shall not exceed one year from the date of the shareholders’ meeting to consider the foreign investment.
Article 11 when purchasing or selling assets, the company shall take the higher of the total assets and transaction amount as the calculation standard. If the cumulative amount reaches 30% of the latest audited total assets within 12 consecutive months according to the transaction type, in addition to disclosure and audit or evaluation with reference to Article 10, it shall also be submitted to the general meeting of shareholders for deliberation, Approved by more than two-thirds of the voting rights held by the shareholders attending the meeting.
The audit report and evaluation report specified in the preceding paragraph shall be issued by a securities service institution that complies with the provisions of the securities law. Those who have fulfilled relevant obligations in accordance with Article 7 or Article 8 shall not be included in the relevant cumulative calculation scope.
Although the foreign investment does not meet the standards specified in Article 8, but the Shenzhen Stock Exchange deems it necessary, the company shall disclose the audit or evaluation report in accordance with the provisions of the preceding paragraph.
Article 12 securities investment and derivatives trading
(I) where the company is engaged in securities investment and derivatives trading, the provisions of this article shall apply, except for the following circumstances: 1. Securities investment and derivatives trading as the main business of the company or its holding subsidiaries;
2. Fixed income investment or commitment to capital preservation;
3. Participate in the allotment of shares or exercise the preemptive right of other listed companies;
4. Purchase more than 10% of the total share capital of other listed companies and plan to hold securities investment for more than three years; 5. Investments made before the company’s initial public offering and listing.
The securities investment mentioned in this article includes the placement or subscription of new shares, securities repurchase, stock and depositary receipts investment, bond investment and other investment activities recognized by Shenzhen Stock Exchange.
Financial instrument transactions with the characteristics of the above products. The underlying assets of derivatives can be either securities, indexes, interest rates, exchange rates, currencies, commodities and other targets, or a combination of the above targets.
(II) the company shall reasonably arrange and use funds to develop the company’s main business, and shall not use the raised funds to engage in securities investment and derivatives trading.
The futures varieties of the company engaged in hedging business shall be limited to the products related to the company’s production and operation or the raw materials required.
(III) the company shall follow the principles of legality, prudence, safety and effectiveness, control investment risks and pay attention to investment benefits. The company shall analyze the feasibility and necessity of investment. The board of directors of the company shall continuously track the implementation progress and investment safety of securities investment and derivatives trading. In case of abnormal circumstances such as large investment losses, the board of directors shall immediately take measures and fulfill the obligation of disclosure as required.
(IV) if the company is difficult to fulfill the review procedures and disclosure obligations for each securities investment due to transaction frequency and timeliness requirements, it can reasonably predict the scope, amount and duration of securities investment in the next 12 months. If the amount of securities investment accounts for more than 10% of the company’s latest audited net assets and the absolute amount exceeds 10 million yuan, It shall be deliberated and approved by the board of directors before investment and fulfill the obligation of information disclosure in time. If the amount of securities investment accounts for more than 50% of the company’s latest audited net assets and the absolute amount exceeds 50 million yuan, it shall also be submitted to the general meeting of shareholders for deliberation.
The service life of the relevant limit shall not exceed 12 months, and the transaction amount at any point in the period (including the relevant amount of reinvestment of the income of the above investment) shall not exceed the securities investment limit.
For securities investment between the company and its related parties, the amount of securities investment shall also be taken as the calculation standard, and the relevant provisions of the company’s related party transactions shall apply.
(VI) when engaging in derivatives trading, the company shall provide a feasibility analysis report, submit it to the board of directors for deliberation and timely perform the obligation of information disclosure, and the independent directors shall express special opinions.
If the company is difficult to perform the review procedures and disclosure obligations for each derivative transaction due to the transaction frequency and timeliness requirements, it can reasonably predict the scope, amount and duration of derivative transactions in the next 12 months. If the amount of the amount exceeds the authority of the board of directors, it shall also be submitted to the general meeting of shareholders for review.
The service life of the relevant limit shall not exceed 12 months, and the transaction amount at any point in the period (including the relevant amount of reinvestment of the income of the above investment) shall not exceed the derivatives transaction limit.
Derivatives transactions between the company and related parties shall be submitted to the general meeting of shareholders for deliberation in addition to the deliberation and approval of the board of directors.
(VII) if the impairment of the fair value of the company’s traded derivatives and the change in the value of assets (if any) used for risk hedging add up, resulting in a total loss or floating loss, the company shall disclose in a timely manner every time the amount reaches 10% of the company’s audited net profit attributable to the company’s shareholders in the latest year and the absolute amount exceeds RMB 10 million.
Article 13 entrusted financial management
(I) entrusted financial management as mentioned in this article refers to the behavior that the company entrusts banks, trusts, securities, funds, futures, insurance asset management institutions, financial asset investment companies, private fund managers and other professional financial management institutions to invest and manage their properties or purchase relevant financial products.
The provisions of this article shall not apply to the business behavior of the holding subsidiary whose main business is investment and financing activities such as fund management, investment and wealth management.
(II) the company shall select qualified professional financial institutions with good credit and financial conditions, no bad credit records and strong profitability as the trustee, and sign a written contract with the trustee to clarify the amount, term, investment variety, rights, obligations and legal responsibilities of both parties.
(III) if the company is difficult to fulfill the review procedures and disclosure obligations for each entrusted financial management due to transaction frequency and timeliness requirements, it can reasonably predict the scope, amount and duration of entrusted financial management in the next 12 months. If the amount of entrusted financial management accounts for more than 10% of the company’s latest audited net assets and the absolute amount exceeds 10 million yuan, It shall be deliberated and approved by the board of directors before investment and fulfill the obligation of information disclosure in time. If the amount of entrusted financial management accounts for more than 50% of the company’s latest audited net assets and the absolute amount exceeds 50 million yuan, it shall also be submitted to the general meeting of shareholders for deliberation.
The service life of the relevant limit shall not exceed 12 months, and the transaction amount at any point in the period (including the relevant amount of reinvestment of the income of the above investment) shall not exceed the entrusted financial management limit.
In case of entrusted financial management between the company and related parties, the amount of entrusted financial management shall also be taken as the calculation standard, and the relevant provisions of the company’s related party transactions shall apply.
(IV) the company shall not evade the deliberation procedures and information disclosure obligations that should be performed when purchasing assets or investing abroad in the name of entrusted financial management or other investment, or provide financial assistance to others in a disguised form.
Where the company can control or significantly influence the investment direction of financial products, it shall fully disclose the final investment direction of funds, the details of the involved counterparties or the underlying assets, and fully disclose the investment risks and the company’s countermeasures.
(V) in case of any of the following circumstances, the relevant progress and the countermeasures to be taken shall be disclosed in time:
1. Failure to raise financial products, failure to complete filing and registration, early termination, and failure to recover at maturity;
2. Change of main terms of financial product agreement or relevant guarantee contract;
3. Major risk events occur in the operation or financial status of the trustee or fund user;
4. Other situations that may damage the interests of the company or have important impact.
Article 14 joint investment and cooperation with professional investment institutions
(I) the company and professional investment institutions jointly establish investment funds such as M & a funds or industrial funds (hereinafter referred to as investment funds, including but not limited to corporate system, general partnership, limited partnership, etc.), subscribe for investment fund shares initiated by professional investment institutions, and conduct subsequent asset transactions with the above investment funds, The provisions of this article shall apply to the strategic cooperation, market value management, financial consulting, business consulting and other cooperation agreements signed by the company and professional investment institutions (hereinafter referred to as the cooperation agreement).
If the controlling shareholders, actual controllers, shareholders holding more than 5%, directors, supervisors and senior managers of the company cooperate with professional investment institutions and involve the purchase or transfer of assets to the company, the provisions of this article shall apply.
The company signed financial agreements with intermediaries in accordance with relevant regulations for the implementation of securities issuance, equity changes, equity incentives and other matters
