三祥新材: 三祥新材股份有限公司对外投资管理制度

Core Viewpoint - The document outlines the external investment management system of Sanxiang New Materials Co., Ltd., aiming to standardize investment behaviors, enhance investment efficiency, and mitigate risks while adhering to relevant laws and regulations [1][2]. Group 1: General Principles - The external investment is defined as the company's activities to invest monetary funds, equity, or assessed physical or intangible assets for future returns [1]. - Investments are categorized into short-term (up to one year) and long-term (over one year) [1]. - The investment management should align with the company's development strategy, optimize resource allocation, and create good economic benefits [2]. Group 2: Approval Authority and Control - The company implements a professional management and hierarchical approval system for external investments [2]. - The board of directors has decision-making authority for investments below 30% of the latest audited net assets; investments at or above this threshold require shareholder meeting approval [2][3]. - The board must seek opinions from the Strategic and Development Committee before making investment decisions [2]. Group 3: Investment Procedures - Investments involving amounts not exceeding 6% of the previous year's audited net assets can be approved by the chairman [3]. - Investments in financial derivatives or risk investments require board approval and must be submitted to the shareholder meeting [4]. - The board should regularly monitor major investment projects and take corrective actions if investments do not meet expectations [6]. Group 4: Organizational Management - The board of directors, shareholder meeting, and chairman are responsible for investment decisions within their respective authority [6]. - A dedicated Strategic and Development Committee is established to coordinate and analyze external investment projects [6]. - The finance department manages daily financial operations related to external investments, ensuring compliance with strict borrowing and payment procedures [7]. Group 5: Short-term and Long-term Investment Management - Short-term investment decisions involve pre-selection of opportunities, financial status assessment, and adherence to approval procedures [8]. - Long-term investments require preliminary evaluations, feasibility studies, and compliance with approval processes before implementation [9][10]. Group 6: Transfer and Recovery of Investments - The company can recover investments under specific circumstances, such as project completion or insolvency [11]. - Investment transfers are permitted if projects deviate from the company's direction or show continuous losses [11]. - The finance department is responsible for asset evaluation during investment recovery and transfer processes [11]. Group 7: Personnel Management - The company can nominate directors to joint ventures to ensure representation proportional to its shareholding [12]. - Nominated personnel must actively participate in the management of the invested companies and report annually to the company [13]. Group 8: Financial Management and Auditing - The finance department maintains comprehensive financial records for external investments and ensures compliance with accounting standards [14]. - The audit committee conducts annual reviews of both short-term and long-term investments [14].