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安凯微: 广州安凯微电子股份有限公司重大经营与投资决策管理制度

Core Viewpoint - The document outlines the major operational and investment decision-making management system of Guangzhou Ankai Microelectronics Co., Ltd, aiming to ensure scientific, standardized, and transparent decision-making processes while safeguarding the interests of the company and its shareholders [2][3]. Group 1: General Principles - The management of major operational and investment decisions follows principles of legality, prudence, safety, and effectiveness, focusing on controlling investment risks and emphasizing investment benefits [2]. - The company implements a layered decision-making system involving the shareholders' meeting, board of directors, and general manager, with subsidiaries having no authority to make external investment decisions [2][3]. Group 2: Decision-Making Scope - Major operational and investment matters include asset purchases or sales, external investments (excluding low-risk bank financial products), abandonment of rights, bank loans, and other transactions recognized by the Shanghai Stock Exchange [3][4]. - Investment projects requiring government approval must follow necessary procedures to ensure compliance with national macroeconomic policies [3][4]. Group 3: Decision-Making Procedures - Transactions meeting specific thresholds, such as asset totals exceeding 50% of the company's audited total assets or transaction amounts exceeding 50% of the company's market value, require board approval followed by shareholder approval [5][6]. - The company must provide audited financial reports or evaluation reports for transactions involving equity that meet the shareholder meeting's review standards [7][8]. Group 4: Execution and Supervision - The board of directors must continuously monitor the execution progress and investment effectiveness of major investments, taking timely actions if deviations from planned investments or expected returns occur [12][13]. - The company must ensure that investment projects are executed according to approved plans, with designated departments responsible for implementation and regular reporting to the board [12][13]. Group 5: Legal Responsibilities - Directors involved in decisions that violate laws or regulations, resulting in significant losses to the company, may be held liable for compensation [27][28]. - Project managers or responsible personnel who engage in misconduct during project implementation may face penalties and be required to compensate for losses incurred by the company [14][15].