联建光电: 子公司管理制度（2025年8月）

General Overview - The document outlines the management system for subsidiaries of Shenzhen Lianjian Optoelectronics Co., Ltd, aiming to strengthen control and protect the interests of the company and its investors [1][3][4] Definitions - "Parent Company" refers to Shenzhen Lianjian Optoelectronics Co., Ltd [1] - "Subsidiary" is defined as a limited liability company or joint-stock company established by the parent company, categorized into wholly-owned, controlling, and affiliated subsidiaries based on ownership and control [1][2] - "Wholly-owned Subsidiary" is a company where the parent company holds 100% of the shares [1] - "Controlling Subsidiary" is a company where the parent company is the largest shareholder and has control over the company [2] - "Affiliated Subsidiary" is a company where the parent company holds no more than 50% of the shares and does not have control [2] Management Objectives - The company aims to establish effective control mechanisms over subsidiaries to enhance operational efficiency and risk management [3][4] Establishment and Deregistration Management - Subsidiaries must comply with national laws and align with the company's strategic goals to avoid unregulated investments [7] - The establishment of subsidiaries requires investment justification and approval from the company's management [8][9] - Documentation related to the establishment or deregistration of subsidiaries must be submitted to the company within one month [11] Management of Shareholder Representatives - Subsidiaries are required to establish a sound governance structure and internal management systems [13] - The company appoints representatives to oversee subsidiaries, ensuring compliance with laws and regulations [14][15] - Appointed representatives must report on the subsidiary's operations and ensure adherence to the company's strategic objectives [17][21] Daily Operations and Information Disclosure - Subsidiaries must establish internal control systems and report operational issues to the parent company [25][26] - Annual operational plans and financial budgets must be submitted for approval [27] - Subsidiaries are required to report any legal disputes and significant operational changes to the parent company [29][30] Financial Management - Subsidiaries must adhere to national financial policies and ensure accurate accounting practices [41][42] - Financial reports must be submitted regularly, and any external borrowing or guarantees require prior approval [45] Internal Audit Supervision - The company conducts regular audits of subsidiaries to ensure compliance and operational integrity [46][47] Investment Management - Subsidiaries must align their development plans with the parent company's strategic framework [52] - Investment projects require feasibility studies and must be approved by the appropriate decision-making bodies [53][54] Management of Affiliated Subsidiaries - The management provisions primarily apply to wholly-owned and controlling subsidiaries, with specific guidelines for affiliated subsidiaries [57][58] Investment Returns and Guarantee Management - The company must collect dividends from subsidiaries and adhere to regulations regarding guarantees [61][62] Changes in Investment Management - Changes in subsidiary investments must align with the company's strategic objectives and require proper documentation and approval [63][64]