"Foreign Investment Management System" (October 2025)
Hangzhou Aotai Biotechnology Co., Ltd.
Chapter 1 General Provisions
Article 1 In order to strengthen the external investment management of Hangzhou Aotai Biotechnology Co., Ltd. (hereinafter referred to as the "Company"), standardize the company's external investment behavior, prevent investment risks, and improve the efficiency of external investment, in accordance with 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 "Company Law") This system is formulated in accordance with relevant laws and regulations such as the "Securities Law"), the "Stock Listing Rules on the Shanghai Stock Exchange's Science and Technology Innovation Board" (hereinafter referred to as the "Listing Rules"), and the "Articles of Association of Hangzhou Aotai Biotechnology Co., Ltd." (hereinafter referred to as the "Articles of Association"), taking into account the specific circumstances of the company.
Article 2 This system applies to all external investment activities of the company and its wholly-owned subsidiaries and holding subsidiaries (hereinafter collectively referred to as "subsidiaries"), including the company's investment in subsidiaries.
Article 3 The term "overseas investment" as mentioned in this system refers to the investment activities carried out by the company and its subsidiaries at home and abroad for the purpose of profit or value preservation and appreciation, including but not limited to:
(1) Equity or equity investment in newly established enterprises;
(2) Capital increase and share expansion, equity acquisition investment of newly invested enterprises;
(3) Capital increase and share expansion, equity acquisition investment of existing investment enterprises;
(4) The company’s operating projects and asset investments;
(5) Stock and fund investment;
(6) Bonds, entrusted loans and other debt investments;
(7) Other investments stipulated in laws, administrative regulations, normative documents and the Articles of Association. The company shall not become an investor that bears joint and several liability for the enterprise or project in which it invests.
Article 4 The company’s investment activities shall follow the following principles:
(1) Comply with national, provincial and municipal industrial policies;
(2) In line with the company’s strategic plan;
(3) Investment projects should have good economic benefits and be conducive to optimizing the company’s industrial structure.
Cultivate core competitiveness;
(4) Adhere to the scientific outlook on development, adapt the investment scale to the asset structure, act within our capabilities, and be scientific and technological.
Learn argumentation and decision-making.
According to the relevant national requirements for the management of investment activities, if it needs to be submitted to the government department for approval, the necessary approval procedures should be completed.
Chapter 2 Overseas Investment Decision-making Authority
Article 5 The investment decision-making authority and decision-making procedures of the company’s shareholders’ meeting, board of directors and general manager shall be implemented in accordance with the provisions of the Company Law, Listing Rules, Articles of Association and the company’s relevant management systems. Involving related investments with related parties, in addition to complying with the provisions of this system, the relevant provisions of the company's related transaction management system should also be followed.
Article 6 If a company's transactions (except providing guarantees and providing financial assistance) meet one of the following standards, it shall be submitted to the board of directors for review and disclosed in a timely manner:
(1) The total assets involved in the transaction (if there are both book value and appraised value, the higher one shall be
(accurate) accounting 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 the company’s market value
More than 10% of
(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 1,000
Ten thousand yuan;
(5) Profit generated from transactions accounts for 10% of the company’s audited net profit in the most recent fiscal year
More than 10%, and more than 1 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 largest share
More than 10% of the audited net profit in the recent fiscal year, and more than 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 transactions (except for providing guarantees and providing financial assistance) meet one of the following standards, in addition to timely disclosure, it must also be submitted to the shareholders' meeting for review:
(1) Total assets involved in the transaction (if there are both book value and appraised value, whichever is higher)
Accounting 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 the company’s market value
More than 50%;
(4) The operating income related to the transaction object (such as equity) in the most recent fiscal year accounts for the company’s largest share
More than 50% of the audited operating income in the recent fiscal year, and more than 50 million yuan;
(5) The profit generated from the transaction accounts for 50% of the company’s audited net profit in the most recent fiscal year
above, 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
More than 50% of the audited net profit in a fiscal year, and more than 5 million yuan.
If the data involved in the above indicators are negative, the absolute value is used for calculation.
Article 8 The "transaction amount" mentioned in Articles 6 and 7 of this system refers to the transaction amount paid, debts and expenses assumed, etc.; however, if the transaction arrangement involves possible payment or receipt of consideration in the future, does not involve a specific amount, or the amount is determined based on set conditions, the estimated maximum amount is the transaction amount.
Article 9 The "market value" specified in this system refers to the arithmetic average of the closing market value of the 10 trading days before the transaction.
Article 10 If a company implements transactions in installments, the provisions of Articles 6 and 7 of this system shall be applied based on the total transaction amount. Companies should promptly disclose the actual occurrence of installment transactions.
Article 11 When a company and the same transaction party conduct transactions of the same category and in the opposite direction at the same time, the provisions of Articles 6 and 7 of this system shall apply based on the one-way amount.
Article 12 Except for the provision of guarantees, provision of financial assistance, entrusted financial management and other relevant laws and regulations, the "Articles of Association" and matters otherwise stipulated in this system, when a company conducts transactions of the same category and related to the subject matter, it shall be based on the principle of cumulative calculation for 12 consecutive months and the provisions of Articles 6 and 7 of this system shall apply.
Those who have fulfilled their obligations in accordance with the provisions of Articles 6 and 7 of this system will no longer be included in the relevant cumulative calculation scope.
Article 13 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. Such audit reports and evaluation reports shall be issued by securities service institutions that comply with the provisions of the Securities Law.
Article 14 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.
Article 15 If a company directly or indirectly gives up the right of priority transfer or pre-emptive subscription of the equity of a controlling subsidiary, resulting in the subsidiary no longer being included in the consolidated statements, the provisions of Articles 6 and 7 of this system shall apply based on the amount given up and the relevant financial indicators of the entity.
If a company gives up the preemptive right to transfer or pre-emptive subscription rights for 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 amount given up and the proportion of the change in the company's equity holdings, and this system shall apply
The provisions of Articles 6 and 7.
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 16 If a company conducts entrusted financial management and it is difficult to fulfill 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.
Article 17 If a company engages in transactions involving leased assets or entrusted management assets, the calculation shall be based on rent or income, and the provisions of Article 6, Paragraph 1, Item (4) or Article 7, Paragraph 1, Item (4) of this system shall apply.
If a company engages in a transaction of leasing assets or entrusting others to manage assets, the calculation shall be based on total assets, rental income or management fees, and the provisions of Article 6, Paragraph 1, Items (1) and (4) or Article 7, Paragraph 1, (1) and (4) of this system shall apply.
If the company is entrusted to operate or lease assets or entrust others to manage or lease assets, which results in a change in the scope of the company's consolidated statements, it shall be deemed to be a purchase or sale of assets.
Article 18 Except for the external investment matters that need to be reviewed and approved by the board of directors and shareholders’ meeting as stipulated in Articles 6 and 7 of this system, other investment matters shall be reviewed and approved by the general manager.
Article 19 Transactions in which the company obtains unilateral benefits, including receiving cash assets as gifts, obtaining debt relief, accepting guarantees and funding, etc., are exempt from the shareholders' meeting review procedures in accordance with the provisions of Article 7 of this system.
Transactions that occur between the company and its controlled subsidiaries and other entities controlled within the scope of its consolidated statements, or between the above-mentioned controlled subsidiaries and other entities controlled, may be exempted from disclosure and corresponding procedures in accordance with regulations, unless otherwise stipulated by the China Securities Regulatory Commission and the Shanghai Stock Exchange.
Chapter 3 Inspection and Supervision
Article 20 During the investment project demonstration stage, the company shall organize relevant departments and personnel to conduct special research and evaluation on the feasibility of the investment project.
Article 21 When reviewing major investment matters, directors shall carefully analyze the feasibility and investment prospects of the investment project, and pay full attention to whether the investment project is related to the company's main business, whether the funding source arrangement is reasonable, whether the investment risk is controllable, and the impact of the matter on the company.
Article 22 After the investment project is approved and during its implementation, if directors, senior managers and relevant functional departments discover that there are major omissions in the plan, major changes in the external environment for project implementation, or the impact of force majeure, which may lead to investment failure, they should request the general manager and the board of directors to modify, change or terminate the investment plan. For investment projects approved by the shareholders' meeting, the modification, change or termination of the investment plan requires a shareholders' meeting to be held for review.
Article 23 After the investment project is completed, the company shall organize relevant departments and personnel to conduct inspections and report to the general manager, board of directors or shareholders' meeting according to the actual situation.
Article 24 The general manager must report to the board of directors regularly or irregularly on the progress of major investment projects.
Chapter 4 Transfer and Recovery of Foreign Investment
Article 25 The company may withdraw its external investment when one of the following circumstances occurs or occurs:
(1) According to the Articles of Association or Partnership Agreement of the investment project (enterprise), the investment project (enterprise) shall
The operation period of the investment project (enterprise) expires;
(2) Due to poor management of the investment project (enterprise), it is unable to repay its due debts and is subject to bankruptcy in accordance with the law.
produce;
(3) The investment project (enterprise) is unable to continue operating due to force majeure;
(4) When other circumstances stipulating the termination of investment appear or occur under the contract or agreement;
(5) Other circumstances deemed necessary by the company.
Article 26 A company may transfer its external investment when one of the following circumstances occurs or occurs:
(1) The company’s development strategy or business direction has been adjusted, and the investment project (enterprise) has obviously
Contrary to the company's development strategy or business direction;
(2) The investment project (enterprise) suffers continuous losses and there is no hope of turning the losses around and there is no market prospect;
(3) When the company urgently needs to supplement funds due to insufficient operating funds;
(4) Other circumstances deemed necessary by the company.
Article 27 Investment transfers shall be handled strictly in accordance with the relevant provisions of the Company Law and the Articles of Association on the transfer of investments. The disposal of foreign investments must comply with relevant national laws and regulations.
Chapter 5 Major Event Reporting and Information Disclosure
Article 28 The company's external investments shall strictly comply with the information disclosure obligations in accordance with the "Listing Rules" and other relevant laws, regulations and normative documents as well as the "Articles of Association".
Article 29 Before the external investment matters are disclosed, all persons with knowledge of the matter shall have the obligation to keep confidentiality.
Article 30 Subsidiaries must abide by the company's information disclosure management system, and the company has the right to know all information about its subsidiaries.
Article 31 Subsidiaries shall promptly report the following major matters to the company's board of directors:
(1) Acquisition and sale of assets;
(2) Major litigation and arbitration matters;
(3) Important contracts (loans, entrusted operations, entrusted operations, entrusted financial management, gifts, undertakings)
The conclusion, change and termination of a package, lease, etc.);
(4) Large-amount bank checks returned;
(5) Major operating or non-operating losses;
(6) Suffering heavy losses;
(7) Major administrative penalties;
(8) Other matters stipulated in relevant laws, regulations and the Articles of Association.
Article 32 The information provided by the subsidiary should be true, accurate and complete, and reported to the company as soon as possible so that the company can disclose it to the outside world in a timely manner.
Chapter 6 Supplementary Provisions
Article 33 The term "above" in this system includes the original number, and the term "more than" does not include the original number.
Article 34 This system shall take effect and be implemented from the date of review and approval by the shareholders' meeting, and the original system shall be abolished at the same time.
Article 35 Matters not covered in this system shall be implemented in accordance with the provisions of relevant laws, regulations and the "Articles of Association"; if this system conflicts with laws and regulations promulgated in the future or the "Articles of Association" revised through legal procedures, the provisions of the relevant laws, regulations and the "Articles of Association" shall be implemented, and revised accordingly, and submitted to the shareholders' meeting for review and approval.
Article 36 The company’s board of directors is responsible for formulating and interpreting this system.