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创力集团: 创力集团子公司管理制度(2025年8月修订)

General Principles - The management system aims to standardize the organizational behavior of subsidiaries, clarify property rights and management responsibilities, and ensure safe and efficient operations of subsidiaries [1][2] - The system is based on relevant laws and regulations, including the Company Law and Securities Law of the People's Republic of China [1] Definition of Subsidiaries - Subsidiaries include wholly-owned and controlled subsidiaries that are legally established and have independent legal status [1] - The definition encompasses various forms of ownership and control, including direct and indirect holdings [1] Relationship Between Parent Company and Subsidiaries - The parent company and subsidiaries maintain an equal legal relationship, with the parent company exercising shareholder rights through appointed directors and supervisors [2] - Subsidiaries are required to operate according to the standards of listed companies and align their development strategies with the parent company's overall strategy [2][4] Operational Norms - Subsidiaries must hold shareholder meetings, board meetings, and supervisory meetings as per their articles of association [3][4] - Timely and accurate reporting of operational performance and financial status to the parent company is mandatory [4] Human Resources and Compensation Management - The parent company appoints or recommends directors and senior management for subsidiaries, with specific responsibilities outlined for each role [5][6] - Compensation for subsidiary management must be approved by the parent company, ensuring alignment with overall corporate governance [6][22] Financial Management - Subsidiaries are required to develop financial management systems that comply with national laws and regulations, subject to parent company review [9][10] - Financial reports must be prepared monthly and annually, with specific deadlines for submission to the parent company [12][32] Major Business Decision Management - Subsidiaries must report significant changes in industry policies or market conditions that could impact their operations [14] - Major investments and financing activities require prior approval from the parent company, ensuring alignment with corporate strategy [15][16] Internal Audit and Supervision - An internal audit department is established to oversee compliance and performance within subsidiaries, with regular audits conducted [19][20] - Subsidiaries must cooperate with audits and provide necessary documentation [20] Information Management - Subsidiaries are responsible for timely disclosure of information as per the parent company's disclosure management policies [47][48] - The legal representative of the subsidiary is accountable for information management and reporting [48] Archive and Asset Management - Subsidiaries must maintain comprehensive records of important documents and ensure the security of intangible assets [57][58] - Proper management of intellectual property and commercial secrets is mandated to protect corporate interests [61][62]