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岩山科技: 重大经营与投资决策管理制度(2025年5月)

Core Viewpoint - The document outlines the major operational and investment decision-making management system of Shanghai Yanshan Technology Co., Ltd, emphasizing the need for a scientific, standardized, and transparent decision-making process to protect the interests of the company and its shareholders [1]. Decision Scope - Major operational and investment matters include debt restructuring, purchasing raw materials, and other transactions related to daily operations, with specific exclusions noted [2]. - Financing and external guarantee matters are subject to relevant regulations and the company's decision-making system [2]. Decision Procedures - For significant operational and investment matters, decisions are categorized based on monetary thresholds, with different approval processes for amounts below and above 10 million yuan [3][4]. - Transactions involving assets or profits exceeding specified thresholds require board or shareholder approval [5]. Investment Project Evaluation - Prior to investment, departments must conduct market research and feasibility analysis, ensuring compliance with laws and alignment with the company's strategic goals [6]. - Factors such as legal restrictions, economic benefits, and necessary resources must be considered in decision-making [7]. Execution and Supervision - The execution of approved decisions involves designated departments and project managers, who must report on progress and financial status [9]. - Internal audits are mandated to ensure compliance and address any weaknesses in investment controls [9]. Investment Recovery and Transfer - The company can recover investments under specific conditions, such as project failure or bankruptcy [17]. - Investment transfers must comply with legal regulations and follow the same approval processes as initial investments [20]. Miscellaneous Provisions - The document stipulates that any unaddressed matters will adhere to national laws and the company's articles of association [12]. - The board of directors is responsible for interpreting the management system, which requires shareholder approval for implementation [13].