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丹化科技: 对外投资管理制度(2025年7月修订)

General Principles - The company establishes an external investment management system to enhance management and standardize investment behavior, ensuring the legal rights of the company and its shareholders [1] - External investment refers to various forms of investment activities using monetary funds, equity, physical assets, intangible assets, or other legally permissible assets to obtain future returns [1] - The basic principles of external investment include compliance with national laws and regulations, alignment with the company's development strategy, and careful risk management to ensure the safe operation of funds [1] Types of External Investments - External investments are categorized into short-term and long-term investments based on the duration, with short-term investments being those that can be liquidated within one year, and long-term investments exceeding one year [2] - Types of investments include independent establishment of enterprises, joint ventures with other entities, and equity participation in other independent legal entities [2] Organizational Structure for Investment - The decision-making bodies for external investments include the shareholders' meeting, board of directors, and general manager, with subsidiaries required to establish their own investment management systems [3] - The board's strategic committee is responsible for coordinating and organizing analyses of external investment projects [3] - The general manager oversees the implementation of external investments and reports progress to the board [3] Investment Approval Authority - Investments meeting certain thresholds must be submitted for board approval, including those exceeding 10% of the company's total audited assets or net assets, or absolute amounts exceeding 1 million [4][5] - Investments exceeding 30% of total audited assets or net assets require shareholder approval, with specific monetary thresholds [5] - The general manager can approve investments that do not meet the board's approval thresholds [5] Investment Process - The investment department conducts preliminary investigations and evaluations of proposed projects, preparing necessary documentation for approval [8] - A project team is formed to conduct due diligence, including commercial, financial, and legal investigations [8] - Investment decisions require documentation such as feasibility studies and must follow established approval processes [9] Investment Management - Post-investment, the investment department tracks and evaluates the effectiveness of investments, reporting to the general manager and board [10] - The board regularly reviews major investment projects and holds responsible parties accountable for any deviations from expected outcomes [10] - Financial management of investments is handled by the finance department, ensuring comprehensive records and compliance with accounting standards [11] Information Disclosure - The company must adhere to information disclosure obligations as per relevant regulations, maintaining records of investment decisions and related documents for ten years [13][14] - Subsidiaries are required to designate contacts for communication regarding information disclosure [14] Disciplinary Measures - The company reserves the right to impose disciplinary actions on individuals who fail to comply with investment regulations or cause significant financial losses due to negligence [15]