Foshan Nationstar Optoelectronics Co.Ltd(002449)
Investment management system
Chapter I General Provisions
Article 1 in order to comprehensively strengthen the investment project management of Foshan Nationstar Optoelectronics Co.Ltd(002449) (hereinafter referred to as “the company”), promote the scientific investment decision-making and the institutionalization and standardization of operation and management, effectively and reasonably use funds, improve investment benefits and prevent investment risks, in accordance with the company law of the people’s Republic of China and the stock listing rules of Shenzhen Stock Exchange This system is formulated in combination with the actual situation of the company.
Article 2 These measures are applicable to the investment behavior of the company and its wholly-owned subsidiaries and holding subsidiaries within the scope of consolidated statements (hereinafter referred to as “subsidiaries”), except for the subsidiaries authorized by the board of directors to perform independent decision-making within the scope of authorization.
Article 3 the term “investment” as mentioned in these Measures includes equity investment, fixed asset investment and intangible asset investment.
(I) equity investment
Including newly established wholly-owned enterprises, joint ventures and cooperation, additional investment in invested enterprises, mergers and acquisitions, etc.
(II) investment in fixed assets
In order to expand the existing production scale or adjust the industrial structure, invest in new, reconstructed and expanded industrial construction projects, including capital construction, technological transformation, equipment purchase, etc.
(III) investment in intangible assets
Including patent right, non patented technology, trademark right, land use right, concession, exploration right, mining right, etc.).
(IV) other investments other than the above provisions, such as securities and futures investment and other financial derivatives investment and entrusted wealth management, shall be implemented in accordance with other management systems of the company.
Article 4 the term “investment management” as mentioned in these Measures refers to the standardized management and control of the whole process of investment project demonstration, decision-making, implementation and post evaluation.
Article 5 the company’s investment shall follow the following basic principles:
(I) conform to the national development plan and industrial policy;
(II) abide by laws and regulations and standardize the implementation of investment decision-making and approval procedures;
(III) conform to the company’s development strategic plan and help improve the core competitiveness; (IV) insist on focusing on the main business and strictly control the investment in non main business;
(V) the investment scale shall be commensurate with the company’s asset operation scale, asset liability level and actual financing capacity.
Article 6 the investment management department is responsible for formulating the specific working rules of the company’s investment management in accordance with the provisions of these measures.
Chapter II investment management organization and decision-making authority
Article 7 the general meeting of shareholders, the board of directors and the president’s office are the decision-making bodies of the company’s foreign investment, and make decisions on the company’s investment within the scope of authority specified in the system.
Article 8 the Party committee of the company shall conduct pre research and discuss major investment matters.
Article 9 the investment management department of the company is the daily management organization of investment projects, and its main responsibilities are as follows:
(I) establish and improve the investment management system and system;
(II) organize the preparation of annual investment plan;
(III) be responsible for coordinating the planning, selection, preliminary demonstration and decision-making process of investment projects; (IV) organize, coordinate and guide the implementation of investment projects of the company and its subsidiaries; (V) organize post evaluation of equity investment projects;
(VI) other responsibilities of the investment management department specified by the company.
Article 10 the legal compliance department of the company is responsible for the demonstration of the legality and compliance of the investment project, the review of the contract, articles of association and other legal documents of the investment project, and the handling of relevant legal affairs.
Article 11 the human resources department of the company is responsible for the personnel management of investment projects, including the recommendation or appointment of directors, supervisors and senior management candidates and subsequent relevant personnel management.
Article 12 the financial department of the company shall be responsible for the budget management of investment projects and cooperate in handling relevant procedures such as asset evaluation and filing.
Article 13 the Audit Department of the company is responsible for the audit and management of investment projects, the audit and supervision of the implementation of major investment decisions of the company, and the investigation of the responsibility for illegal investment of the company.
Article 14 the office of the board of directors of the company is responsible for the information disclosure of investment matters.
Article 15 the operation management department of the company is responsible for organizing the post investment evaluation of fixed asset investment projects.
Article 16 the party mass Department of the company is responsible for guiding the construction of party, industry and Youth League organizations in newly established and merged enterprises.
Article 17 other functional departments of the company’s headquarters or designated special working institutions shall participate in, assist and cooperate with the company’s investment management according to their functional scope.
Chapter III prior management of investment
Article 18 the investment decision of the company is divided into project initiation decision and investment decision.
The application for investment projects shall be approved by the project initiation and decision-making procedures. For fixed asset investment projects with mature project implementation conditions or included in the annual investment budget, the project initiation and decision-making can be handled together.
Article 19 the company establishes relevant departments composed of investment management department, technology department, financial department and legal compliance department to jointly participate in the evaluation and demonstration of investment projects and provide professional support for investment projects.
Article 20 project initiation decision
(I) the main unit of the project shall apply for project initiation, and the investment management department shall apply for project initiation for equity investment.
(II) the investment management department shall organize a special project approval meeting to give opinions on whether to approve the project after the preliminary review of the project approval materials.
Article 21 investment decision
(I) after the project approval decision is passed, the main unit of the project shall organize to carry out the feasibility study and prepare the project feasibility study report. In principle, for investment projects that meet the authority of the board of directors specified in the articles of association, the investment management department shall organize and entrust a third-party organization with independent legal qualification, complete qualification and good reputation to carry out the project feasibility study.
The meeting demonstrated and analyzed the investment project and put forward suggestions on improving the project scheme; If necessary, an expert group can be hired to conduct expert consultation and demonstration on the project to form expert demonstration opinions.
(III) when carrying out the feasibility study, it is necessary to simultaneously carry out research on key node control of project implementation, project risk assessment, financing plan, legal compliance review, etc. If necessary, a third-party intermediary can be hired to assist in the implementation.
(IV) in case of joint venture, cooperation, acquisition and merger, due diligence, recent audit and asset evaluation shall be carried out for domestic projects, and due diligence, valuation or evaluation shall be carried out for overseas projects.
(V) if non cash investment is involved, the asset appraisal of the proposed investment assets shall be carried out.
(VI) the president’s office meeting, the board of directors and the general meeting of shareholders shall perform investment decisions in accordance with their respective rules of procedure.
Article 22 the independent decision-making authority of the subsidiary: it shall be determined according to the decision-making authority of the board of directors in the articles of association of the subsidiary, and shall not exceed 5% of the latest audited (if any) net assets of the subsidiary’s domestic technological transformation and production expansion non-new investment projects. For the project independently decided by the subsidiary, after performing the internal approval procedures of the subsidiary, the relevant materials of the project shall be filed with the investment management department of the company.
Article 23 If the project of the holding subsidiary as the investment subject exceeds the decision-making authority of the subsidiary, it shall perform its internal decision-making procedures after the investment decision of the company is passed.
Article 24 in case of related party investment with related parties, in addition to the provisions of this system, it shall also comply with the relevant provisions of the company’s related party transaction management system.
Article 25 the validity period of the investment decision of an investment project is 12 months. If the investment plan is not implemented within 12 months after the decision is approved, the investment management department shall start the investment review procedure and submit it to the president’s office meeting to make a decision on whether to re perform the investment decision procedure. If there are sufficient reasons for the extension of the project, it can be extended for 3 months with the consent of the meeting. Article 26 after the company’s investment decision is adopted, if it should be reported to the state owned assets supervision and Administration Commission of the State Council or relevant national and local government departments for examination and approval, approval and filing according to relevant national regulations, the project implementation unit shall be responsible for reporting, and the implementation can be organized after approval, approval and filing.
Chapter IV in process management of investment projects
Article 27 once an investment project is approved, the main unit of the project shall bear the main responsibility. The investment management department shall be responsible for the supervision during the project implementation, and other centralized management departments shall participate in, assist and cooperate with the company’s investment management according to their functional scope.
Article 28 the progress reporting system shall be implemented for investment projects. The person in charge of the project or the project implementation unit appointed to the project shall regularly prepare periodic progress reports on the progress of the project, the use and implementation of the investment budget, the situation of all partners, business conditions, existing problems and suggestions, and analyze the reasons for the deviation of the investment from the objectives set in the feasibility study, Put forward the rectification measures to be solved, and timely report to the investment management department and relevant responsible departments in the form of written report.
Article 29 investment projects must be implemented in strict accordance with the investment plan and the reply. If the investment is adjusted, it shall be reported in writing to the investment management department in time. In case of the following circumstances, the investment decision-making procedures must be performed again:
(I) major adjustment of the investment project plan or investment scheme;
(II) significant changes in the nature or amount of investment (the amount of investment exceeds more than 20% of the amount determined by the decision);
(III) during the investment period, due to uncontrollable factors, the risk degree of the investment project increases significantly or may cause the company to bear large losses;
(IV) other adjustment matters that need to be reconsidered.
Article 30 a subsidiary controlled or actually controlled through investment shall establish and improve the governance structure of the project company simultaneously in the process of investment implementation, export the company’s rules and regulations and corporate culture and realize the strategic intention by sending directors, supervisors and senior managers and “three meetings” for governance.
Chapter V post investment management and investment disposal
Article 31 relevant departments of the company shall organize the post investment evaluation of the project
Make.
(I) for equity investment projects, the investment management department shall carry out investment income analysis on an annual basis;
(II) for fixed asset investment projects, the operation management center shall carry out post evaluation of investment projects according to the feasibility study report.
Through the post project evaluation, compare and analyze the actual effect of the investment project with the objectives and contents determined by the project feasibility study and decision-making, summarize the experience and lessons, and put forward countermeasures and suggestions, so as to provide reference for subsequent investment activities and improve the level of investment management. Article 32 relevant responsible persons who actively invest to drive the sustainable and healthy development of the enterprise and achieve the objectives determined by the feasibility study and decision-making of the project can be rewarded in accordance with the relevant provisions of the company.
Article 33 where relevant personnel violate relevant regulations and fail to perform or correctly perform their investment management duties, resulting in asset losses and other serious adverse consequences, relevant personnel shall be investigated for responsibility in accordance with relevant regulations.
Article 34 the company shall strengthen the control over the asset disposal of foreign investment projects. The recovery, transfer and write off of foreign investment can only be implemented after being approved by the competent decision-making body in accordance with the provisions of this system and relevant systems.
Article 35 in case of any of the following circumstances, the company may recover its foreign investment:
(I) the term of operation expires in accordance with the articles of association of the invested company;
(II) adjustment of national policies and deterioration of investment conditions;
(III) serious breach of contract by the investment partner;
(IV) the investment purpose cannot be realized;
(V) the invested project or company has suffered losses for three consecutive years, there is no hope of turning losses and there is no market prospect;
(VI) the project (enterprise) cannot continue to operate due to force majeure; (VII) other circumstances deemed necessary by the company or stipulated in the investment contract. Article 36 the disposal of investment shall meet the following requirements:
(I) the disposal scheme shall be the best scheme based on the comparative analysis and full demonstration of multiple schemes;
(II) the disposal of investment shall be handled in accordance with the relevant provisions of the company law and the articles of association, and comply with the relevant legal provisions and the measures for the administration of state-owned property rights.
(III) the investment disposal plan shall be implemented after corresponding decisions are made in strict accordance with the articles of association and relevant systems.
Article 37 the company shall establish and improve the archives management system of investment projects. The investment management department and relevant centralized departments of the company shall be responsible for sorting and archiving the archives from the pre selection of the project to the completion of the project (including the suspension of the project).
Chapter VI major event report and information disclosure
Article 38 the investment of the company shall perform the obligation of information disclosure in strict accordance with the Listing Rules of Shenzhen Stock Exchange, the articles of association, the information disclosure management system and the relevant provisions promulgated by other departments.
Article 39 the company’s investors, investment management institutions, relevant responsible departments and investment decision-making institutions must strictly abide by the company’s information disclosure management system.
Article 40 before the disclosure of foreign investment matters, all insiders have the responsibility and obligation of confidentiality.
Article 41 when investing abroad, the company shall perform the obligation of information disclosure in strict accordance with the Listing Rules of Shenzhen Stock Exchange, the articles of association, the measures for the administration of information disclosure and other provisions.
Article 42 the project leader and subsidiaries of the company shall timely report the situation of foreign investment to the board of directors of the company in accordance with the management measures for information disclosure, and cooperate with the company in the information disclosure of foreign investment.
Chapter VII supplementary provisions
Article 43 matters not covered in this system shall be implemented in accordance with relevant national laws, regulations, normative documents and the relevant provisions of the articles of association. If the system is inconsistent with relevant laws, regulations, normative documents and the articles of association, the provisions of relevant laws, regulations, normative documents and the articles of association shall prevail, and the company will organize the revision in time.
Article 44 the system shall come into force on the date of deliberation and approval by the board of directors of the company, and the board of directors of the company authorizes the investment management department to be responsible for interpretation.
