Core Viewpoint - The document outlines the management system for subsidiaries of Beijing KJY Technology Co., Ltd, emphasizing the importance of governance, operational independence, and compliance with relevant laws and regulations [1][2]. Group 1: General Principles - The company aims to strengthen management over its subsidiaries to protect the rights of the company and its investors, following various legal frameworks [1]. - Subsidiaries are required to establish a sound governance structure and operate independently while adhering to the company's internal control systems [1]. Group 2: Establishment and Deregistration of Subsidiaries - The establishment of subsidiaries must align with national industrial policies and the company's strategic goals, preventing unregulated investments [2]. - Investment justification is required before establishing a subsidiary, which must be approved by the general manager's office or the board of directors [2][3]. - Subsidiaries must report establishment or deregistration documents to the board office within five working days [3]. Group 3: Management of Controlling Subsidiaries - Controlling subsidiaries must establish a governance structure and internal management systems in compliance with the law [4]. - They are required to report significant matters such as restructuring, mergers, and financial performance to the board [4][5]. - Controlling subsidiaries must maintain strict document management practices for important corporate documents [5]. Group 4: Personnel Management - The company appoints representatives and management personnel to controlling subsidiaries to ensure alignment with its strategic goals [6]. - The selection process for appointed personnel must comply with legal and internal regulations [6][7]. - Appointed personnel are responsible for maintaining the company's interests and must adhere to legal obligations [8]. Group 5: Financial and Investment Management - Controlling subsidiaries must follow unified financial management policies and report financial data accurately [23][24]. - Any acquisition or disposal of fixed assets exceeding 5 million must be communicated with the company beforehand [26]. - Subsidiaries are prohibited from providing external guarantees without prior approval from the board [29]. Group 6: Information Management - The company's information disclosure management system applies to controlling subsidiaries, which must report significant information promptly [35][36]. - Subsidiaries must ensure the accuracy and completeness of the information provided to the company [36]. Group 7: Internal Audit and Supervision - The company conducts regular audits of controlling subsidiaries to ensure compliance with laws and internal regulations [39]. - Subsidiaries must cooperate fully with audit processes and provide necessary documentation [40]. Group 8: Management of Non-controlling Subsidiaries - Non-controlling subsidiaries must establish governance structures and operate in compliance with legal requirements [42]. - The company manages non-controlling subsidiaries primarily through appointed representatives [42][43]. Group 9: Performance Evaluation and Incentive Mechanisms - Subsidiaries are required to establish performance evaluation and incentive mechanisms to motivate employees [48]. - The company has the right to impose penalties on subsidiary personnel who fail to fulfill their responsibilities [50].
科净源: 子公司管理制度（2025年8月）