润本股份: 子公司管理制度

General Provisions - The company establishes a system to strengthen the management of subsidiaries and ensure compliance with relevant laws and regulations, including the Company Law and Securities Law of the People's Republic of China [1][2] - Subsidiaries are defined as companies where the company holds more than 50% of the shares or can control the board of directors through other means [1] - Subsidiaries must adhere to the company's internal control systems and are subject to supervision by the company [1] Operational Norms - Subsidiaries are required to establish a sound corporate governance structure and internal management systems in accordance with relevant laws [2][3] - Major activities such as restructuring, mergers, and significant financial decisions must follow legal procedures and be reported to the company's board of directors [2][3] - Subsidiaries must provide timely and accurate information regarding their operational performance and financial status to facilitate informed decision-making by the board [2][3] Financial Management - Subsidiaries must establish financial accounting systems in compliance with national laws and the company's financial policies [3][4] - They are prohibited from creating separate accounting records or accounts outside of the statutory requirements [3] - Subsidiaries must control transactions with related parties to avoid non-operational fund usage and report any irregularities to the board [3][4] Human Resource Management - Subsidiaries may establish governance bodies such as a shareholders' meeting or board of directors as per legal requirements [5][6] - The company nominates candidates for directors and senior management, who must adhere to the company's strategic objectives [5][6] - Directors and senior management are responsible for ensuring compliance with laws and reporting operational conditions to the company [5][6] Information Management - Subsidiaries must comply with confidentiality policies and ensure accurate information reporting to the company [7][8] - The legal representative of the subsidiary is responsible for timely information disclosure to the board [7][8] - Subsidiaries must report significant operational and financial events that could impact stock prices promptly [7][8] Investment and Decision Management - Subsidiaries' development plans must align with the company's overall strategic objectives [9][10] - Investment decisions must be systematic and involve feasibility studies before submission to the subsidiary's board [9][10] - Any significant asset transactions or investments require prior consultation with the company's board secretary and adherence to approval processes [9][10] Miscellaneous - The provisions of this system are subject to relevant laws and the company's articles of association [10] - The board of directors is responsible for interpreting and amending this system [10] - This system becomes effective upon approval by the board of directors [10]