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德龙汇能: 控股子公司管理办法(2025年8月)

General Principles - The purpose of the management measures is to strengthen the control of the company over its subsidiaries, effectively prevent operational risks, and protect the legal rights of the company and its investors [1][2] - The measures aim to maintain the overall interests of the company, establish a sound internal control system, clarify the responsibilities of the group and its subsidiaries, and ensure efficient and orderly operations of the subsidiaries [1][2] Application Scope - The regulations apply to the company and its subsidiaries, which must establish control systems for their own subsidiaries and accept supervision from the company [2] Responsibilities of Appointed Personnel - The company has the right to appoint directors, supervisors, and senior management personnel to its subsidiaries based on its shareholding ratio and management needs [2][3] - Appointed personnel must comply with relevant laws and regulations and are responsible for the effective execution of the management measures [3][4] Operational Management - Subsidiaries must adhere to national laws and regulations in their operational activities and develop their own management systems in line with the group's development plans [11][12] - Annual operational plans must be prepared by the subsidiaries and approved by the group, including key economic indicators and sales strategies [12][13] Financial Management - Subsidiaries must comply with national accounting standards and the group's financial management policies, regularly reporting financial data to the group [19][20] - Strict control over non-operational expenditures and related party transactions is required to avoid any misuse of funds [24][25] Investment Management - Subsidiaries can propose investment projects based on market conditions, which must be approved by the group, ensuring that investments are legal, prudent, and effective [28][29] - Investment projects must be reported on regularly to ensure asset preservation and value appreciation [30] Reporting of Major Events - Subsidiaries must establish a reporting system for major business and financial events, ensuring timely communication with the group [33][34] - Compliance with confidentiality obligations regarding sensitive information is mandatory [36] Audit and Supervision - The group's audit department is responsible for supervising the execution of the management measures and conducting regular audits of the subsidiaries [38][39] - Audits will cover compliance with laws, management systems, and financial conditions [40][41] Incentive and Penalty System - Subsidiaries must establish mechanisms to motivate management and staff, aligning responsibilities, rights, and benefits [43][44] - The group will assess the performance of subsidiary leaders based on economic benefits and compliance with management measures [44][46]