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三旺通信: 深圳市三旺通信股份有限公司对外投资管理制度(2025年5月修订)

General Principles - The company establishes an external investment management system to regulate its investment activities, control risks, and protect investors' rights [1][2] - External investments include various forms of investments made with cash, physical assets, or intangible assets, and must comply with national laws and policies [1][3] Approval Authority - The company's shareholders' meeting and board of directors are the decision-making bodies for external investments, with the general manager authorized to approve investments within the board's delegated authority [1][10] - Investments exceeding certain thresholds must be approved by the board and submitted to the shareholders' meeting, including cases where the total asset amount exceeds 50% of the company's audited total assets or the transaction amount exceeds 50% of the company's market value [1][4] Investment Management - The board's strategic committee is responsible for evaluating the feasibility, risks, and returns of major investment projects, while the finance department manages financial assessments and records for these investments [1][6][10] - The company must adhere to principles such as alignment with development strategy, compatibility with company scale, and prioritizing efficiency and risk control [3][4] Daily Management - After approval, the authorized department or personnel must implement the investment plan and sign contracts, ensuring no payments are made before contract signing [6][7] - The board regularly reviews the progress and effectiveness of major investments, addressing any deviations from planned investments or expected returns [7][8] Transfer and Recovery of Investments - The company can recover investments under specific circumstances, such as project completion, bankruptcy, or force majeure events [8][9] - Transfers of investments are permitted when projects deviate from the company's direction, incur continuous losses, or when the company needs to supplement funds [8][9] Information Disclosure - The company and its subsidiaries must disclose investment information in accordance with regulations from the China Securities Regulatory Commission and the Shanghai Stock Exchange [9] Miscellaneous - The investment management system is subject to national laws and regulations, and any inconsistencies will defer to those higher authorities [9][10] - The system becomes effective upon approval by the shareholders' meeting and can be modified with their consent [9][10]