Including initiating investment, additional investment, mergers and acquisitions and joint venture cooperation projects. Equity disposal refers to the disposal of its long-term investment by enterprise groups and affiliated companies.
These include equity transfer and equity liquidation.
1. investment principles 1. Is it conducive to accelerating the sustained, rapid and coordinated development of the company as a whole and improving its core competitiveness and overall strength? 2, whether it is conducive to promoting the orderly transfer of property rights and effective allocation of resources, improve asset quality, and accelerate the transformation of enterprise management mechanism; 3, whether it is conducive to prevent business risks, improve the return on investment, and maintain the safety of investors' funds; 4, whether it is conducive to standardize operations according to law, improve work efficiency, and implement management responsibilities.
Second, the investment requirements
The direction of foreign investment is considerable, which is suitable for overall operation and has great strategic significance for the development of the company's main business. Investment related to the company's main business and having a significant impact on its affiliated companies. For socially inclusive businesses with good market prospects and little correlation with the main business, we will encourage the introduction of external incremental funds and make use of the existing stock assets of enterprises to invest.
The standard of return on investment capital (annual average net income/investment capital) is formulated according to the specific situation, and there are many different standards.
Under special circumstances such as strategic significance to the enterprise, the investment projects whose return on investment capital is not up to standard shall be specially considered and decided by the board of directors.
Third, the decision of examination and approval
Enterprise groups are the main body of foreign investment. In principle, affiliated companies are not allowed to invest abroad. A company-based enterprise established in accordance with the Company Law must establish and improve its internal risk control system, and its foreign investment authority shall be implemented in accordance with the articles of association approved by the shareholders' meeting. The examination and approval management of foreign investment, investment projects with enterprise groups as the main body and investment projects with subordinate enterprises as the main body with an investment of less than XXXXX million yuan shall be examined and approved by the general manager's office of the enterprise group, and investment projects with an investment of more than XXXXX million yuan shall be examined and approved by the board of directors of the enterprise group. Sino-foreign joint ventures, joint-stock companies, financial securities, entrusted wealth management and other fields, regardless of scale, must be approved by the board of directors of enterprise groups.
In principle, foreign investment decision-making should go through three stages: project establishment, feasibility study and project establishment.
When introducing natural persons, especially internal employee shares, into investment projects initiated by enterprise groups and affiliated companies, it is necessary to fully reveal the basic situation of the project, investment risks, the investment of raised funds and the rights and obligations of investors, and establish a standardized organization and management system for internal employee shares according to law. When necessary, independent directors or employee supervisors should be introduced to improve the corporate governance structure.
Before declaring foreign investment projects, enterprise groups and affiliated companies should strictly conduct market research, technical demonstration and economic evaluation and analysis. The feasibility study of major investment projects should invite qualified scientific research institutions, intermediaries or related experts to consult or participate in evaluation and demonstration, and strictly implement the internal decision-making procedures of enterprises.
Fourth, the disposal of equity.
The equity disposal of enterprise groups and affiliated companies shall be approved by the board of directors of enterprise groups. The disposal of equity shall be carried out in accordance with the Company Law and other relevant laws and regulations. Before the implementation of the disposal, the enterprise group or its affiliated companies shall verify and audit the assets of the investment to be disposed of, and entrust an asset appraisal institution with relevant qualifications to conduct asset appraisal, and the appraisal value shall be used as a reference for determining the disposal price.
Procedures for equity transfer: For equity projects that need to be transferred, affiliated companies should take the initiative to contact the transferee under the authorization of the enterprise group or the enterprise group itself and transfer them in accordance with standardized legal procedures; In equity transfer price, the reserve price is generally calculated by net assets evaluation, price-earnings ratio method, asset replacement method, discounted cash flow method and other value evaluation methods, and is determined by auction, bidding or agreement transfer. The equity transfer shall be fully negotiated with the transferee, and after properly handling the relevant matters involved in the transfer according to law, the draft letter of intent for equity transfer shall be drawn up, and the transfer method, transfer price, application report for equity transfer, equity transfer instructions and related materials shall be submitted to the board of directors of the enterprise group for approval; With the approval of the board of directors of the enterprise group, the enterprise group or its subsidiaries sign the equity transfer agreement (contract) and other legal documents; The enterprise group or its affiliated companies are responsible for the specific implementation of the equity disposal plan, transfer the equity in accordance with legal procedures, and do a good job in industrial and commercial registration changes and other related work. Relevant disposal results are uniformly filed in the development planning department and office of the enterprise group.
In the equity liquidation procedure, the invested enterprise shall organize liquidation due to the expiration of the operation period, resolutions of the shareholders' meeting and other dissolution reasons stipulated in the articles of association. Authorize the enterprise group itself or its affiliated companies to facilitate the invested enterprise to convene a shareholders' meeting, form a liquidation resolution, and enter the legal liquidation procedure: set up a liquidation team, notify the announcement, dispose of the enterprise property, cancel the registration announcement, and uniformly file the liquidation results in the development planning department and office of the enterprise group; If the invested enterprise needs to continue its operation, it shall be examined and approved in accordance with the foreign investment authority; For investment projects that have closed down or cannot be traced back to the investee, if effective evidence can be provided for verification, verification can be conducted; If reasonable evidence cannot be provided, the enterprise group or its affiliated companies shall provide internal evidence of specific matters, and after the approval of the board of directors of the enterprise group, they may write off their accounts by means of write-off and filing, and set up a separate ledger for record management, and continue to retain the right of recourse.
Verb (abbreviation for verb) management responsibility
The relevant functional departments of enterprise groups are decision-making staff departments and inspection and supervision departments for foreign investment and equity disposal management, and their main responsibilities are:
Finance department: responsible for evaluating the non-cash assets invested by us; To raise and allocate funds according to the foreign investment plan; Be responsible for reviewing the relevant financial and accounting clauses in foreign investment agreements, contracts and articles of association; Responsible for the recovery of foreign investment income; Responsible for accounting treatment in the process of equity disposal.
Audit department: responsible for auditing and supervising the implementation process of foreign investment and equity disposal; Responsible for the effective supervision of foreign investment and equity disposal.
Human resources department: responsible for reviewing the institutional setup plan of new foreign-funded management institutions; Propose the candidates for appointing (or recommending) directors (supervisors) and senior management personnel to the investee, and perform the appointment (or recommendation) procedures; Clarify the management authority, selection procedures and assessment requirements of dispatched personnel.
Development planning department: responsible for foreign investment planning and project approval review; Responsible for reviewing the project proposal and feasibility study report of fixed assets investment construction projects related to foreign investment projects; Responsible for the statistical work of foreign investment; To be responsible for the examination and management of the investment mode, equity setting, income or profit distribution, risk and loss sharing of foreign investment; Track the operation status of foreign investment projects, organize post-evaluation work, and provide auxiliary decision support for the board of directors.
Office: participate in the negotiation and drafting of legal documents such as agreements, contracts and articles of association; Handling legal affairs such as legal argumentation, legal disputes, external lawyers and trademark use; Responsible for the final review of relevant signed texts and handling legal procedures such as authorization, organizing the drafting of relevant proposals, preparing the shareholders' meeting and the board meeting, and filing materials according to relevant requirements.
Evaluation and supervision of intransitive verbs
According to the return on investment capital proposed in the feasibility study report, foreign investment will be included in the budget assessment of enterprise groups. The capital injected by an enterprise group into the investment projects of its affiliated enterprises shall be included in the budget assessment of its affiliated enterprises according to the return on investment capital.
Those who use the opportunity of equity disposal to transfer, occupy, privately divide, intentionally transfer or write off the company's assets at a low price will be severely investigated and punished, and disciplinary action will be given to the company according to the seriousness of the case; Those who violate the criminal law shall be handed over to judicial organs for handling.
Finally, it is clear that the development planning department of enterprise group is responsible for the formulation, modification and interpretation of management system. Declare that any conflict with this system shall be implemented according to this system. Make clear the unfinished matters and implement the relevant national laws and regulations and the relevant regulations of the company. If it needs to be implemented after being reviewed and approved by the board of directors of the enterprise group, it is necessary to explain the legal effect of the management system.