广博股份: 子公司管理制度（2025年8月）

General Principles - The purpose of the management system is to strengthen control over subsidiaries, standardize internal operations, protect the rights of the company and investors, and promote healthy development of subsidiaries [1][2] - Subsidiaries are defined as companies where the parent company holds more than 50% of the shares or has actual control over them [1] Corporate Governance - Subsidiaries must operate independently within the framework of the company's overall strategic goals and comply with relevant laws and regulations [3][6] - Subsidiaries are required to establish a sound governance structure and internal management systems [3][4] - Meeting proposals from subsidiaries must be submitted to the parent company for review before being organized [4][5] Financial Management - Subsidiaries must develop financial and accounting systems based on their operational characteristics and management requirements [4][11] - Financial reports must be submitted to the parent company regularly, including balance sheets and cash flow statements [4][12] - Subsidiaries are prohibited from lending funds or providing guarantees without the parent company's approval [4][14] Operational Management - Subsidiaries should create strategic plans aligned with the parent company's overall development strategy [5][18] - Any significant operational changes or emergencies must be reported to the parent company promptly [5][19] - Regular operational reports must be submitted to the parent company [5][20] Investment Management - Subsidiaries must obtain approval from their decision-making bodies for external investments, and significant transactions must be approved by the parent company's board [6][21] - Investment management procedures should be established to enhance project management and risk control [6][22] Management of Directors and Senior Executives - The parent company appoints or recommends directors and senior executives to subsidiaries based on investment ratios or agreements [7][23] - Appointed individuals must comply with laws and regulations and ensure the company's interests are protected [7][25] Audit Supervision - The parent company has the right to conduct regular or irregular audits of subsidiaries [8][27] - Subsidiaries must cooperate with audits and implement corrective actions based on audit findings [8][29] Information Disclosure - Subsidiaries are required to report significant business and financial matters to the parent company in a timely manner [9][31] - The legal representative of the subsidiary is responsible for managing and reporting information disclosure [9][34] Performance Assessment and Incentives - The company will establish performance assessment and incentive policies for subsidiaries to promote sustainable development [9][35] - Subsidiaries must create internal assessment systems for their senior management [9][36]