深天马Ａ: 子公司管理制度（2025年8月）

Core Viewpoint - The document outlines the management system for subsidiaries of Tianma Microelectronics Co., Ltd., emphasizing the importance of governance, risk control, and compliance with relevant laws and regulations [1][2]. Group 1: General Principles - The management system aims to strengthen the control over subsidiaries, mitigate operational risks, and protect investors' rights [1]. - Subsidiaries are defined as independent legal entities, including wholly-owned and controlled subsidiaries [1]. Group 2: Governance of Subsidiaries - Subsidiaries must establish a sound governance structure and internal management systems in accordance with the Company Law and their own articles of association [2]. - The company has the authority to nominate directors and senior management for subsidiaries, who are accountable to the company [2][3]. Group 3: Operational and Investment Decision Management - Subsidiaries' operational plans must align with the overall strategic goals of the company [3]. - Investment decisions must be systematic and follow the company's external investment management regulations, including thorough feasibility studies [3][4]. Group 4: Financial Management - Subsidiaries' financial departments are guided and supervised by the company's financial management center [4]. - Financial reporting must comply with the company's requirements, and subsidiaries must maintain strict controls over financial transactions and avoid non-operational fund occupation [5][6]. Group 5: Major Information Reporting and Disclosure - Subsidiaries are required to report significant events that may impact the company's stock price and comply with disclosure regulations [6]. - The general manager of the subsidiary is responsible for ensuring compliance with the company's information disclosure policies [6]. Group 6: Internal Audit and Supervision - The company conducts regular audits of subsidiaries, focusing on financial audits and compliance with internal control systems [7]. - Subsidiaries must cooperate with audits and implement the recommendations provided in audit reports [7]. Group 7: Performance Management and Incentives - The company has established a performance management system to enhance employee capabilities and achieve strategic goals [8]. - Subsidiaries are encouraged to adopt the company's performance management practices [8].