Saint-Gobain Microelectronics (Beijing) Co., Ltd.
External Investment System (Draft) (Applicable After H Share Issuance and Listing)
Chapter 1 General Provisions
Article 1 To strengthen the external investment management of Saint-Gobain Microelectronics (Beijing) Co., Ltd. (hereinafter referred to as the "Company"), ensure the preservation and appreciation of the Company's external investments, maintain the Company's overall image and the interests of investors, and in accordance with the "Company Law of the People's Republic of China" (hereinafter referred to as the "Company Law"), the "Hong Kong Stock Exchange Limited Listing Rules," and other laws, regulations, and normative documents, as well as the "Articles of Association of Saint-Gobain Microelectronics (Beijing) Co., Ltd." (hereinafter referred to as the "Articles of Association"), and in conjunction with the Company's actual situation, this system is hereby formulated.
Article 2 External investment as referred to in this system means various investment activities undertaken by the Company for the purpose of implementing the Company's development strategy, extending and improving the industrial chain, enhancing the Company's competitiveness, by contributing monetary capital, securities, or various assets permitted by national laws in the form of physical assets, intangible assets, or other assets.
Article 3 The establishment of this system aims to create an effective control mechanism to promote efficiency and control risks in the operational processes of resources, assets, and investments of the Company and its wholly-owned subsidiaries, wholly-owned subsidiaries, and控股 subsidiaries (hereinafter collectively referred to as "subsidiaries"), to ensure the safety and profitability of capital operations, and to enhance the Company's profitability and risk resistance capabilities.
Article 4 Basic principles of external investment: Conform to the Company's development strategy, rationally allocate enterprise resources, promote the optimal combination of factors, and create good economic benefits.
Article 5 This system applies to all external investment activities of the Company and its subsidiaries.
Chapter 2 Organizational Management Structure for External Investment
Article 6 The Company's shareholders' meeting and board of directors shall make investment decisions within their respective authority as defined by the Articles of Association and this system. Investments beyond the authority of the shareholders' meeting and board of directors shall be decided by the Company's Investment Decision Committee. Investments that require approval from the shareholders' meeting shall follow the shareholders' meeting decision-making procedures, and such investments shall be reviewed sequentially by the Investment Decision Committee and the board of directors before being submitted to the shareholders' meeting for final decision. Investments that require approval from the board of directors shall follow the board of directors' decision-making procedures, and such investments shall be reviewed by the Investment Decision Committee before being submitted to the board of directors for final decision.
Article 7 After external investment is approved by the approving authority, the specific implementation of the external investment shall be carried out by the corresponding department or personnel according to the authority or authorization of the approving authority, and contracts and agreements shall be signed with relevant parties to carry out the specific operational activities of property transfer.
Article 8 The Company's Investment Decision Committee shall implement a collective decision-making system with one person, one vote. The Investment Decision Committee shall make decisions on project investment plans. If the investment plan is approved by more than half of the members of the Investment Decision Committee, the project investment plan shall be adopted. The Company's Board Office and Finance Department shall be the daily management departments for external investment, responsible for raising funds for external investment projects and handling investment procedures.
Chapter 3 Approval Authority for External Investment