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仙鹤股份: 仙鹤股份有限公司重大经营与投资决策管理制度(2025年8月修订)

Core Viewpoint - The document outlines the major operational and investment decision-making management system of Xianhe 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]. Group 1: General Principles - The management system aims to comply with national laws and regulations, align with the company's development strategy, and control risks through strict decision-making procedures [1]. - The company's departments are responsible for undertaking, verifying, implementing, and monitoring major operational decisions, while the management team oversees investment planning and monitoring [1]. Group 2: Decision-Making Scope - Major operational and investment matters covered by this system exclude daily business activities and include significant transactions as defined [2][3]. Group 3: Approval Authority and Procedures - Transactions meeting specific thresholds, such as exceeding 10% of the latest audited total assets or net assets, require board approval and timely disclosure [4]. - Transactions involving asset purchases, external investments, financial assistance, guarantees, and other significant activities are subject to these approval processes [4][5]. Group 4: Disclosure and Reporting - Certain transactions can be exempt from shareholder meeting approval but must still adhere to disclosure obligations [7]. - Transactions involving equity purchases or sales must disclose recent financial reports or asset evaluation reports as per the established guidelines [6][10]. Group 5: Execution and Supervision - The implementation of approved major operational and investment projects must be ensured through designated execution plans and financial arrangements [14]. - The company holds decision-makers accountable for significant economic losses resulting from decision-making errors or breaches of duty [30][31]. Group 6: Additional Provisions - The document specifies that the company must adhere to national laws and regulations, and any inconsistencies with these laws will necessitate revisions to the management system [36][37].