卓胜微: 控股子公司管理办法

General Provisions - The company establishes management measures for its controlling subsidiaries to strengthen oversight in accordance with the Company Law of the People's Republic of China and its own Articles of Association [1] - A subsidiary is defined as a company where the parent company holds more than 50% of the shares directly or indirectly, or is the largest shareholder with actual control [1] - Subsidiaries operate independently and manage themselves, while the parent company exercises its rights through appointed directors and senior management [1] - The company coordinates the business strategies and risk management of subsidiaries to align with its overall strategic planning [1] - Related party transactions between the company and its subsidiaries must be conducted at market prices and approved through legal procedures [1] Major Matters Approval and Filing System - Subsidiaries must report development plans, budgets, loans, and significant contracts to the company's securities investment department for prior approval [2] - Meetings of the subsidiary's shareholders and board must comply with the Company Law and the subsidiary's Articles of Association, with minutes submitted to the company within ten working days [2] - Subsidiaries are prohibited from making external investments or guarantees without prior authorization from the company [2] Financial Management - Subsidiaries must adhere to the company's financial accounting system and submit financial reports within ten working days after the end of each reporting period [3] - Subsidiaries participate in the company's budget management and are subject to regular audits by the company [3] - Audits cover economic efficiency, major contracts, and responsibilities of management personnel [3] Information Management - The company has the right to access all information from its subsidiaries, which must provide timely and accurate information [4] - The legal representative of the subsidiary is responsible for information disclosure and must ensure the accuracy and completeness of the information provided [4] - Individuals with insider information must maintain confidentiality and are prohibited from insider trading [4] Human Resource Management - Subsidiaries must follow the company's human resource management policies, with internal structures and compensation plans requiring prior approval [5] - Directors and senior management of subsidiaries are nominated by the company and must not engage in competing businesses [5] - The financial head of the subsidiary is recommended by the company and appointed by the subsidiary's board [6] Supplementary Provisions - The management measures take effect upon approval by the company's board of directors [6] - The board of directors is responsible for interpreting these measures [6] - Any matters not covered or inconsistent with national laws or the company's Articles of Association will follow the relevant regulations [6]