Foreign Investment Management System (October 2025)
Guangzhou Anbiping Pharmaceutical Technology Co., Ltd. Foreign Investment Management System
Guangzhou Anbiping Pharmaceutical Technology Co., Ltd.
Foreign investment management system
Chapter 1 General Provisions
Article 1 In order to regulate the external investment behavior of Guangzhou Anbiping Pharmaceutical Technology Co., Ltd. (hereinafter referred to as the "Company"), improve investment efficiency, avoid risks caused by investment, use funds effectively and rationally, and maximize the time value of funds, this system is formulated in accordance with the provisions of the Company Law, the Shanghai Stock Exchange Science and Technology Innovation Board Stock Listing Rules and the Articles of Association.
Article 2 The term “overseas investment” as mentioned in this system includes:
(1) Risk investment refers to the company's purchase of investment products or instruments that can be liquidated at any time, including stocks, bonds, investment funds, futures, options and other financial derivatives.
(2) Long-term equity investment refers to investments purchased by the company that cannot be realized at any time or are not prepared to be realized at any time, that is, investments made with cash, physical assets, intangible assets and other resources at the company's disposal to other enterprises through joint ventures, joint ventures, mergers, etc., with the direct purpose of obtaining long-term returns.
(3) Entrusted financial management and entrusted loans.
External investment does not include the purchase of low-risk bank financial products.
Article 3 This system applies to all external investment activities of the company and its controlled subsidiaries. The company's external investment is centralized by the company. If it is really necessary for a holding subsidiary to make external investment, it must be approved by the company in advance before proceeding.
Article 4 The company's investment shall follow the following principles: abide by national laws and regulations, comply with national industrial policies; comply with the company's development strategy; rationally allocate corporate resources; promote the optimal combination of factors; and create good economic benefits.
Chapter 2 Foreign Investment Decisions and Procedures
Article 5 The company implements professional management and a level-by-level examination and approval system for its external investments. The external investment management system of Guangzhou Anbiping Pharmaceutical Technology Co., Ltd. has not reached the approval authority of the board of directors.
For external investment projects, the board of directors authorizes the manager (general manager, the same below) to review and approve.
Article 6 If a company’s external investment meets one of the following standards, it shall be submitted to the board of directors for review:
(1) The total assets involved in the transaction (if there are both book value and appraisal value, whichever is higher) account for more than 10% of the company's latest audited total assets;
(2) The transaction amount accounts for more than 10% of the company’s market value;
(3) The net assets of the transaction target (such as equity) in the most recent fiscal year account for more than 10% of the company’s market value;
(4) The operating income related to the transaction object (such as equity) in the most recent fiscal year accounts for more than 10% of the company’s audited operating income in the most recent fiscal year, and exceeds 10 million yuan;
(5) The profit generated from the transaction accounts for more than 10% of the company’s audited net profit in the most recent fiscal year, and exceeds 1 million yuan;
(6) The net profit related to the transaction object (such as equity) in the most recent fiscal year accounts for more than 10% of the company's audited net profit in the most recent fiscal year, and exceeds 1 million yuan.
If the data involved in the above indicators is negative, its absolute value is used for calculation.
Article 7 If a company’s external investment meets one of the following standards, it shall be submitted to the shareholders’ meeting for review after being reviewed by the board of directors:
(1) The total assets involved in the transaction (if there are both book value and appraisal value, whichever is higher) account for more than 50% of the company’s latest audited total assets;
(2) The transaction amount accounts for more than 50% of the company’s market value;
(3) The net assets of the transaction target (such as equity) in the most recent fiscal year account for more than 50% of the company’s market value;
(4) The operating income related to the transaction object (such as equity) in the most recent fiscal year accounts for more than 50% of the company’s audited operating income in the most recent fiscal year, and exceeds 50 million yuan;
(5) The profit generated from the transaction accounts for more than 50% of the company’s audited net profit in the most recent fiscal year, and exceeds 5 million yuan;
(6) The net profit related to the transaction object (such as equity) in the most recent fiscal year accounts for the company’s most recent meeting Guangzhou Anbiping Pharmaceutical Technology Co., Ltd. External Investment Management System
More than 50% of the audited net profit for the fiscal year, and more than 5 million yuan.
(7) The total assets or transaction amount involved in the company’s asset purchase and sale transactions exceed 30% of the company’s latest audited total assets within 12 consecutive months.
If the data involved in the above indicators is negative, its absolute value is used for calculation.
Article 8 If the transaction object is equity and meets the standards specified in Article 7 of this system, the company shall provide an audit report of the financial report of the transaction object for the most recent year; if the transaction object is non-cash assets other than equity, an evaluation report shall be provided. The audit opinions issued by the accounting firm shall be standard unqualified opinions. The deadline of the audited financial report shall not be more than 6 months from the date of use of the audit report, and the evaluation base date of the evaluation report shall not be more than 1 year from the date of use of the evaluation report.
The audit reports and evaluation reports specified in the preceding paragraph shall be issued by securities service institutions that comply with the provisions of the Securities Law.
The China Securities Regulatory Commission and the Exchange require, in accordance with the principle of prudence, that the provisions of the preceding two paragraphs shall apply to transaction matters that a company voluntarily submits to shareholders' meetings for review in accordance with its articles of association or other laws and regulations, and other provisions.
Article 9 When a company invests externally to establish a limited liability company or a joint-stock company, the provisions of Articles 6 and 7 of this system shall be applied based on the total capital contribution stipulated in the agreement.
If an equity transaction occurs in a company, resulting in a change in the scope of the company's consolidated statements, the relevant financial indicators of the company corresponding to the equity shall be used as the basis for calculation, and the provisions of Articles 6 and 7 of this system shall apply. If the aforementioned equity transactions do not result in a change in the scope of the consolidated statements, the relevant financial indicators shall be calculated based on the proportion of changes in the company's equity holdings, and the provisions of Articles 6 and 7 of this system shall apply.
If a company purchases or sells a minority stake in the transaction target, and due to objective reasons such as the company's inability to control, jointly control, or significant influence on the transaction target before and after the transaction, and it is indeed unable to audit the financial accounting report of the transaction target for the most recent year, it may be exempted from disclosing the audit report in accordance with the provisions of Article 8 of this system after disclosing relevant information, unless otherwise provided by the China Securities Regulatory Commission or the stock exchange.
If a company directly or indirectly gives up the right of first refusal or capital increase in the equity of a controlling subsidiary, resulting in the subsidiary no longer being included in the consolidated statements, it shall be deemed as a sale of equity assets, and the relevant financial indicators of the company corresponding to the equity shall be used as the calculation basis, and the provisions of Articles 6 and 7 of this system shall apply.
Guangzhou Anbiping Pharmaceutical Technology Co., Ltd. Foreign Investment Management System
If a company partially gives up the right of first refusal or capital increase in the equity of its controlling or participating subsidiaries, which does not result in a change in the scope of the consolidated statements, but the company's shareholding ratio decreases, the relevant financial indicators shall be calculated based on the proportion of changes in the company's equity holdings, and the provisions of Articles 6 and 7 of this system shall apply.
If a company partially gives up its rights, the amount and quota specified in the previous two paragraphs and the actual transfer or contribution amount shall also apply, and the provisions of Articles 6 and 7 of this system shall apply.
If a company gives up or partially gives up its income rights to its subordinate non-corporate entities, the provisions of the first three paragraphs shall apply accordingly.
Article 10 If a company conducts entrusted financial management and it is difficult to perform the review procedures and disclosure obligations for each investment transaction due to the frequency of transactions, timeliness requirements, etc., it can make reasonable estimates of the investment scope, amount, and period, etc., and calculate the proportion of the market value based on the amount. The provisions of Articles 6 and 7 of this system shall apply.
The usage period of the relevant quota should not exceed 12 months, and the transaction amount at any time during the period (including the relevant amount reinvested in the income from the aforementioned investment) should not exceed the investment quota.
Article 11 Involving related transactions with related parties, in addition to complying with the provisions of this system, the relevant provisions of the company's related transaction decision-making system should also be followed.
Chapter 3 Organizational Management Structure
Article 12 Before the shareholders’ meeting, the board of directors and the general manager decide on external investment matters, the relevant departments of the company shall provide the general manager, chairman of the board of directors and the board of directors with the feasibility study report and relevant information of the proposed investment project step by step based on the project situation to facilitate their decision-making.
Article 13 Organizational and management agencies for risk investments and long-term equity investments
(1) The company has set up an investment department to be responsible for the search and screening of external investment projects, and to conduct specialized research and evaluation on the project's feasibility, investment risks, investment returns and other matters, supervise the implementation progress of investment projects, hand over various resolutions, contracts, agreements and external investment equity certificates (if any) and other materials formed during the investment process to the general manager office for safekeeping, and establish detailed file records.
(2) The company's financial department is responsible for the financial management of external investments. After the company's external investment project is determined, the company's financial department is responsible for raising funds and coordinating with relevant parties to handle investment procedures, industrial and commercial registration, tax registration, Guangzhou Anbiping Pharmaceutical Technology Co., Ltd. External Investment Management System
Bank account opening and other tasks, and strict procedures for borrowing, approval and payment are implemented.
Article 14 Organization and management agencies for entrusted financial management and entrusted loans
The company's financial department is responsible for the selection of entrusted financial management and entrusted loan products, the assessment of investment risks and investment returns, and reports to the general manager, chairman, board of directors or shareholders' meeting for approval step by step in accordance with the provisions of this system.
Article 15 After the implementation of an external investment project, the company's audit department shall monitor the entire project implementation process and evaluate the investment effects.
Article 16 The company's audit committee shall exercise the power of supervision and inspection of external investment activities.
Chapter 4 Implementation, Supervision and Management
Article 17 Implementation and supervision of risk investments and long-term equity investments
(1) Before establishing a project, the investment department should first fully consider the scale and scope of the company's current business development, external investment projects, industries, time, and expected investment returns; secondly, it should investigate the investment projects and collect relevant information; finally, analyze and discuss the collected information and put forward investment suggestions.
(2) After the project is approved, the general manager's office or its designated department shall be responsible for organizing and establishing an investment decision-making group of no less than 5 people to conduct feasibility analysis and evaluation of the approved investment project. At the same time, professionals or qualified intermediaries may be hired to participate in the evaluation. During the assessment, various national regulations on foreign investment should be fully considered and ensure compliance with the company's internal rules and regulations, so that all foreign investment activities can be carried out under legal procedures.
(3) When formulating external investment plans, companies should extensively listen to the opinions and suggestions of experts from the evaluation team and relevant departments and personnel, and focus on key indicators of external investment decisions, such as cash flow, time value of money, investment risks, etc. Select the optimal investment plan after fully considering the project investment risks, expected investment returns, and weighing the pros and cons of all aspects.
(4) After the investment decision-making group adopts the implementation plan of the external investment project, it shall clarify the time, amount, method of investment, responsible personnel, etc. Changes in the implementation plan of external investment projects must be reviewed and approved by the company's corresponding investment decision-making group.
(5) After the foreign investment project is approved, the authorized departments or personnel will implement the foreign investment management system of Guangzhou Anbiping Pharmaceutical Technology Co., Ltd.
Plan, sign contracts and agreements with invested entities, and implement specific operational activities for property transfer. Before signing an investment contract or agreement, no investment funds shall be paid or investment assets transferred; after the investment is completed, an investment certificate or other valid certificate issued by the investee shall be obtained.
(6) If a company uses physical or intangible assets for external investment, its assets must be evaluated by an asset evaluation agency with relevant qualifications, and the evaluation results must be approved by the investment decision-making agency before investing abroad.
(7) After the company's external investment project is implemented, it shall dispatch property rights representatives to the invested enterprise as needed, such as shareholder representatives, directors, financial directors or senior managers, in order to track and manage the investment project, grasp the financial status and operating conditions of the invested unit in a timely manner, and report any abnormal situations to the General Manager Office in a timely manner and take corresponding measures.
(8) Investment in stocks, funds, bonds and futures shall be implemented after obtaining approval in accordance with the approval authority and approval procedures stipulated in this system. The investment department shall regularly report the environmental conditions, risks and returns of the investment, as well as future market forecasts in written form to the company's financial department in order to keep track of the preservation and appreciation of the funds at any time. The financial management of stocks, funds, bonds and futures investments shall be carried out in accordance with the company's financial management system.
(9) The investment department should report the implementation status of the project in writing to the general manager of the company once a year after the project is implemented, including but not limited to: whether the investment direction is correct, whether the investment amount is in place, whether it is consistent with the budget, whether the equity ratio has changed, whether the investment environment policy has changed, whether there are major differences from the feasibility study report, etc., and provide relevant disposal opinions to the general manager of the company based on the problems discovered or operating abnormalities.
(10) The company's investment department should regularly understand the implementation progress and investment benefits of major investment projects. If there is failure to invest as planned, failure to realize expected project returns, investment losses, etc., the reasons should be identified and reported to the company's general manager office to hold the relevant personnel accountable.
Article 18 Implementation and supervision of entrusted financial management and entrusted loans
(1) The financial department is responsible for the implementation of entrusted financial management and entrusted loans.
(2) The company's financial department should assign a dedicated person to track the progress and safety status of the entrusted financial management funds. If any abnormal situation occurs, it should be reported to the general manager office in a timely manner so that effective measures can be taken to reduce the company's losses. When a company entrusts financial management, it should select a qualified professional financial institution with good credit standing, financial status, no bad integrity records and strong profitability as the trustee, and sign a written contract with the trustee to clearly define the amount, period, investment types, rights, obligations and legal responsibilities of both parties.
Guangzhou Anbiping Pharmaceutical Technology Co., Ltd. Foreign Investment Management System
Article 19 The company's financial department shall strengthen the control of external investment risks and shall not use bank credit funds to directly or indirectly enter the stock market. Interest, dividends and other income obtained from external investments should be included in the company's accounting system, and the establishment of off-book accounts is strictly prohibited. On the basis of setting up the general ledger of external investment, detailed external investment accounts should also be set up according to the type and time of the external investment business, and the relevant investment accounts should be checked with the invested units regularly and irregularly to ensure the accuracy of the investment business records and the safety and integrity of the external investment.
Article 20 The contents of the audit department’s supervision and inspection of foreign investment activities mainly include:
(1) The establishment of positions and personnel related to investment business. Focus on checking whether there is a phenomenon where one person holds two or more incompatible positions at the same time.
(2) Implementation of the investment authorization and approval system. Focus on checking whether the authorization and approval procedures for foreign investment business are complete and whether there is any ultra vires approval behavior.
(3) Legality of the investment plan. Focus on checking whether there is any illegal foreign investment.
(4) The custody of approval documents, contracts, agreements and other relevant legal documents for investment activities.
(5) Accounting of investment projects. Focus on checking whether the original vouchers are authentic, legal, accurate and complete, whether the accounting subjects are used correctly, and whether the accounting calculations are accurate and complete.
(6) Usage of investment funds. Focus on checking whether funds are used according to planned purposes and budgets, and whether there is any extravagance, waste, misappropriation, or misappropriation of funds during the use process.
(7) Custody of investment assets. Focus on checking whether there are any discrepancies between accounts and facts.
(8) Investment disposal status. Focus on checking whether the approval procedures for investment disposal are correct and whether the process is authentic and legal.
Chapter 5 Investment Disposal
Article 21 The company shall strengthen the control over the asset disposal of external investment projects. The recovery, transfer, and write-off of external investments must be in accordance with the amount limits stipulated in this system and relevant systems, and can only be implemented after being reviewed and approved by the company's general manager, board of directors, or shareholders' meeting.
Article 22 When the company's external investment project is terminated, a comprehensive inventory of the invested unit's properties, claims, debts, etc. shall be carried out in accordance with the relevant national regulations on enterprise liquidation; during the liquidation process, attention shall be paid to whether there are any acts of diverting and transferring funds, privately dividing or disguised privately dividing assets, or indiscriminately issuing bonuses and subsidies; during the liquidation process, attention shall be paid to whether all assets and creditor's rights have been recovered in a timely manner and the accounting procedures have been completed.
Article 23 When a company writes off its external investment, it should obtain legal documents and certification documents stating that the investment cannot be recovered due to bankruptcy or other reasons.
Article 24 The company's financial department shall carefully review the approval documents, meeting minutes, asset recovery lists and other relevant materials related to the disposal of external investment assets, and promptly conduct accounting treatments for the disposal of external investment assets in accordance with regulations to ensure that the asset disposal is true and legal.
Chapter 6 Supplementary Provisions
Article 25 The “latest audited period” referred to in this system refers to the “latest audit not more than 12 months ago”.
Article 26 Matters not covered by this system or inconsistent with relevant laws, regulations, normative documents, relevant provisions of regulatory agencies, and the Articles of Association shall be governed by the provisions of relevant laws, regulations, normative documents, relevant provisions of regulatory agencies, and the Articles of Association.
Article 27 This system will take effect from the date it is reviewed and approved by the shareholders' meeting.
Article 28 The right to interpret this system belongs to the company’s board of directors.