洪田股份: 重大投资和交易决策制度

Core Points - The document outlines the decision-making authority for major investments and transactions of Jiangsu Hongtian Technology Co., Ltd, ensuring compliance with relevant laws and regulations [1][2][3] - It specifies the thresholds for transactions that require shareholder or board approval, detailing the criteria based on asset value, net profit, and revenue [4][5][6] Decision-Making Authority - The company must adhere to laws, regulations, and its articles of association in major investment and transaction decisions, ensuring clear delineation of responsibilities among the shareholders, board, chairman, and management [2][3] - Transactions exceeding certain thresholds must be submitted for shareholder or board approval, depending on the nature and size of the transaction [4][5] Transaction Criteria - Major investments and transactions include asset purchases or sales, external investments, financial assistance, guarantees, and other specified activities [3][4] - Specific thresholds for transactions requiring shareholder approval include asset totals exceeding 50% of the latest audited total assets or net assets exceeding 50% of the latest audited net profit [5][6] Approval Procedures - Transactions that meet the defined criteria must follow a structured approval process, including necessary disclosures and potential audits or evaluations of the assets involved [6][7] - Financial assistance and guarantees require a higher level of scrutiny, necessitating approval from a majority of the board and, in certain cases, subsequent shareholder approval [7][8] Reporting and Compliance - The company must report transactions conducted by subsidiaries that meet the established thresholds to the finance and securities departments [10][11] - The document emphasizes adherence to national laws and regulations, ensuring that any conflicts with existing rules are resolved in favor of the most current legal framework [11]