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达实智能: 《子公司管理制度》(2025年8月)

General Principles - The company establishes a management system for its subsidiaries to ensure their standardized, efficient, and orderly operation, promoting healthy development and improving overall asset operation quality [2][3] - The term "subsidiary" refers to companies where the company holds more than 50% of the shares or can control the board of directors through other means [2] - The company and its subsidiaries maintain an equal legal relationship, with the company entitled to shareholder rights and obligations to guide and supervise the subsidiaries [2][3] Organizational Management - The company manages subsidiaries through their shareholder meetings, appointing or electing directors and supervisors [3][4] - Directors and supervisors appointed by the company must act in accordance with the subsidiary's articles of association and report to the company's shareholder meeting [4][5] - Senior management personnel of subsidiaries must fulfill their responsibilities and report operational and financial conditions to the company [4][5] Financial Management - The company's financial department provides guidance and supervision over the subsidiaries' accounting and financial management [5][6] - Subsidiaries must prepare comprehensive budgets and financial reports, adhering to the company's financial management system [6][7] - Financial reports submitted by subsidiaries must include annual budgets, operational reports, and various financial statements [6][7] Operational Decision Management - Subsidiaries' operational plans must align with the company's overall development strategy [7][8] - Annual work reports and operational plans must be prepared by the subsidiary's general manager and approved by the shareholder meeting [7][8] - Investment projects must undergo thorough evaluation and approval processes to maximize investment efficiency [7][8] Information Management - Subsidiaries must establish information disclosure management systems and report significant operational and financial matters to the company [9][10] - Major matters requiring company approval must be reported to the company's board before submission to the subsidiary's board [9][10] - Subsidiaries must maintain confidentiality regarding undisclosed information [11] Inspection and Assessment - The company conducts regular audits of subsidiaries, focusing on financial audits and compliance with internal control systems [11][12] - Subsidiaries must cooperate with audits and implement approved audit recommendations [12][13] - Performance assessments of subsidiaries are based on operational targets, with rewards and penalties determined at year-end [12][13]