东贝集团: 湖北东贝机电集团股份有限公司子公司管理制度（2025年8月修订）

Core Viewpoint - The document outlines the management system for subsidiaries of Hubei Dongbei Electromechanical Group Co., Ltd., aiming to enhance operational efficiency, risk resistance, and protect the interests of the company and its shareholders [1]. Group 1: General Provisions - The management system is established to strengthen the control over subsidiaries, ensuring standardized operations and healthy development [1]. - Subsidiaries are defined as independent legal entities established or invested in by the company to enhance core competitiveness and sustainability [1]. Group 2: Management of Subsidiaries - The system applies to subsidiaries and other companies controlled by them, requiring effective management and supervision [2]. - The company retains rights to participate in major decision-making based on its investment in subsidiaries and must collect cash dividends without waiving rights [2]. Group 3: Operational Norms - Subsidiaries must establish a legal governance structure and internal management systems in line with laws and regulations [3]. - Full subsidiaries may not need a board of directors, while controlled subsidiaries must have a board with a majority of directors recommended by the company [3][4]. Group 4: Personnel Management - The company appoints representatives and recommends directors and senior management for subsidiaries to ensure effective management [6]. - Appointed personnel must adhere to legal obligations and act in the company's best interests, reporting on subsidiary operations regularly [6][7]. Group 5: Financial Management - Subsidiaries must follow unified financial management policies and report financial activities to the company's finance department [8][9]. - Any external guarantees by subsidiaries require prior approval from the company [9]. Group 6: Performance Evaluation - The company implements a performance evaluation system for subsidiary directors and senior management to promote sustainable development [12]. - Subsidiaries are required to establish their own performance assessment and reward systems, which must be reported to the company's human resources department [12].