ST未名: 《子公司管理制度》（2025年7月）

General Principles - The purpose of the management system is to strengthen control over subsidiaries, standardize internal operations, protect the rights of the company and investors, and promote healthy development of subsidiaries [1][2] - The company maintains a relationship of equal legal status with its subsidiaries, exercising shareholder rights and providing guidance and supervision [2][3] - The system aims to enhance risk control, improve operational efficiency, and increase the company's overall risk resistance [2][3] Personnel Management - The company, as the main investor, exercises shareholder rights through the subsidiary's shareholders' meeting and appoints representatives and management [4][5] - Personnel appointed by the company must adhere to legal obligations and cannot exploit their positions for personal gain [5][6] - Training is provided to subsidiary management to ensure compliance with relevant laws and company regulations [5][6] Financial Management - Subsidiaries must comply with national fiscal and tax policies and establish their own financial management systems [7][8] - The company supervises the financial management of subsidiaries and requires timely reporting of financial statements [8][9] - Subsidiaries must adhere to the company's accounting policies and ensure the legality and accuracy of financial data [8][9] Operational Decision-Making - Subsidiaries must align their operational plans with the company's overall strategy and adhere to legal regulations [10][11] - Major transactions exceeding the subsidiary's authority require approval from the company's management [10][11] - Subsidiaries are responsible for conducting due diligence and feasibility studies before making investment decisions [11][12] Information Disclosure - Subsidiaries must follow the company's information disclosure policies and report significant matters promptly [12][13] - Meetings held by subsidiaries must be reported to the company for approval and documentation [13][14] - The company requires accurate and timely reporting of operational and financial information from subsidiaries [14][15] Internal Audit and Supervision - The company conducts regular audits of subsidiaries to ensure compliance with laws and internal regulations [15][16] - Subsidiaries must cooperate with audits and implement corrective measures for identified issues [15][16] - The internal audit system of the company applies to subsidiaries, ensuring accountability and transparency [16][17] Assessment and Rewards - Subsidiaries are required to establish their own assessment and reward systems based on the company's guidelines [17][18] - Annual assessments of senior management are conducted based on performance metrics and audit results [17][18] - The company reserves the right to impose penalties on subsidiary management for failing to fulfill their responsibilities [18]