博通集成: 博通集成重大投资和交易决策制度

Core Points - The document outlines the major investment and transaction decision-making system of Broadcom Integrated Circuit (Shanghai) Co., Ltd, ensuring decisions are made legally, reasonably, scientifically, and efficiently [1][2] - The system emphasizes the importance of adhering to relevant laws, regulations, and the company's articles of association, while clarifying the roles and responsibilities of the shareholders' meeting, board of directors, chairman, and management [1][2] - Specific thresholds for transactions requiring board or shareholder approval are established, including asset total, net asset, transaction amount, profit generated, and revenue contribution [5][6] Summary by Sections Decision-Making Framework - The company must comply with the Company Law, stock exchange rules, and its own articles of association in making significant investment and transaction decisions [1][2] - Clear delineation of authority among the shareholders' meeting, board of directors, chairman, and management is mandated to ensure operational efficiency [1][2] Transaction Types - The document defines "transactions" to include asset purchases or sales, external investments, financial assistance, guarantees, leasing, asset management, donations, debt restructuring, licensing agreements, and project transfers [3][4] Approval Thresholds - Transactions exceeding certain thresholds must be approved by the board and disclosed, including: - Asset total exceeding 10% of the latest audited total assets [5] - Net asset involvement exceeding 10% of the latest audited net assets, with an absolute amount over 10 million [5] - Transaction amount exceeding 10% of the latest audited net assets, with an absolute amount over 10 million [5] - Profit generated exceeding 10% of the latest audited net profit, with an absolute amount over 1 million [5] - Revenue contribution exceeding 10% of the latest audited revenue, with an absolute amount over 10 million [5] Shareholder Meeting Requirements - Certain transactions, such as those involving asset totals or profits exceeding 50% of the latest audited figures, require shareholder meeting approval and timely disclosure [6][7] - Transactions involving cash gifts or debt relief without consideration are exempt from shareholder meeting approval but still require disclosure [7][8] Financial Assistance and Guarantees - Financial assistance transactions require approval from a majority of directors and, in some cases, must also be submitted to the shareholders' meeting [11][12] - Guarantees exceeding specified thresholds also require board approval and may need shareholder meeting approval depending on the amount and conditions [12][13] Continuous Calculation Principle - The document establishes a principle for cumulative calculations over 12 months for certain transactions, ensuring that repeated transactions are considered for approval and disclosure thresholds [10][11] Compliance and Reporting - The company is responsible for ensuring compliance with the decision-making system and must report to the shareholders' meeting on significant transactions approved by management [10][12] - The board of directors is tasked with interpreting the decision-making system and ensuring it aligns with national laws and regulations [12][13]