Core Viewpoint - The management system for subsidiaries of Zhejiang Huaye Plastic Machinery Co., Ltd. aims to strengthen control over subsidiaries, ensuring alignment with the company's overall strategic direction and effective risk management while protecting the rights of the company and its investors [2]. Group 1: General Principles - The management system is established in accordance with relevant laws and regulations, including the Company Law and Securities Law of the People's Republic of China [2]. - Subsidiaries are defined as independent legal entities established to enhance the company's competitiveness, including wholly-owned subsidiaries and those where the company holds more than 50% of the shares [2][3]. - The company must ensure that subsidiaries do not acquire shares of the company itself and must dispose of any shares held due to mergers or other reasons [3]. Group 2: Management Principles - The management of subsidiaries follows principles such as strategic alignment, equal legal status, independent daily operations, approval for significant transactions, standardized operations, and internal supervision [3]. - The company has the obligation to guide and supervise subsidiaries while enjoying rights related to investment returns and major decision-making [3]. Group 3: Establishment and Deregistration of Subsidiaries - The establishment of subsidiaries must comply with national laws and align with the company's strategic planning, avoiding blind expansion [5][6]. - Any external investments made by subsidiaries to establish new subsidiaries must also follow the company's investment management procedures [6]. Group 4: Governance Structure - Subsidiaries must establish a governance structure that includes a shareholders' meeting, board of directors, and supervisory board, as per legal requirements [12]. - The company can appoint directors and senior management to oversee subsidiaries, ensuring compliance with governance standards [12]. Group 5: Daily Operations and Information Disclosure - Subsidiaries are responsible for their daily operations, with significant decisions requiring board approval [20]. - Major events occurring within subsidiaries are treated as significant events for the company, necessitating adherence to information disclosure regulations [22]. Group 6: Financial and Audit Management - Subsidiaries must follow the company's unified financial management system, with the finance department overseeing accounting and financial management [30]. - Regular financial reports must be submitted to the company for analysis, and the internal audit department is responsible for auditing subsidiary operations [30][33]. Group 7: Human Resource Management - The company appoints directors and senior management to subsidiaries based on contractual agreements, ensuring compliance with legal and company regulations [34]. - Subsidiary management must adhere to legal obligations and company policies, with penalties for violations [12].
浙江华业: 14-子公司管理制度