General Principles - The management system for subsidiaries of Zhejiang Lanyu Digital Technology Co., Ltd. aims to standardize the operational management of subsidiaries, promote healthy development, optimize resource allocation, and enhance operational enthusiasm and creativity [1][2] - A subsidiary is defined as a company with independent legal status that is controlled or effectively controlled by the company, holding more than 50% of the shares or having significant influence over decisions [1][2] Relationship and Rights - The company and its subsidiaries maintain an equal legal relationship, with the company enjoying shareholder rights such as asset rights, major decision-making, and management selection based on its shareholding [2][3] - Subsidiaries have independent legal property rights and are responsible for their own profits and losses, while also being accountable for the preservation and appreciation of the capital invested by the company [2][3] Management and Supervision - The company manages significant matters of subsidiaries in accordance with regulatory requirements and internal management systems, ensuring compliance with laws and regulations [2][3] - Subsidiaries must provide timely, complete, and accurate information regarding their operational performance and financial status to the company's board of directors [3][4] Personnel Management - The company exercises shareholder rights through the subsidiary's shareholder meeting to establish its articles of association and appoint directors and senior management [5][6] - Directors and senior management of subsidiaries are required to act in the best interests of the company, comply with laws, and report significant matters to the company [6][7] Financial Management - Subsidiaries must adhere to national financial and tax policies, establish their own accounting and financial management systems, and ensure the legality and accuracy of financial data [7][8] - The financial operations of subsidiaries are managed by the company's finance department, which provides guidance and supervision [8][9] Decision-Making and Investment - Subsidiaries' operational and development plans must align with the company's overall strategy, and investment decisions must follow established procedures [9][10] - Major transactions such as asset purchases or sales, external investments, and guarantees require approval from the company's board of directors [10][11] Information Disclosure - The chairman of the subsidiary is responsible for information management and must report significant matters to the company's board secretary [12][13] - Subsidiaries are required to disclose major events and changes that could impact the company's stock price in a timely manner [13][14] Internal Audit and Supervision - The company conducts regular audits of subsidiaries, which must cooperate and provide necessary documentation for the audit process [14][15] - Subsidiaries are required to implement corrective actions based on audit findings and submit reports on their progress [15][16] Performance Evaluation and Accountability - Subsidiaries must establish performance evaluation and reward systems to motivate management and staff, and conduct annual assessments of senior management [16][17] - If directors or senior management fail to fulfill their responsibilities, the company has the right to impose penalties and seek compensation for losses incurred [17][18] Final Provisions - The management system will be effective upon approval by the company's board and will be revised as necessary to comply with relevant laws and regulations [18]
蓝宇股份: 《浙江蓝宇数码科技股份有限公司控股子公司管理制度》