众辰科技: 控股子公司管理制度

Core Viewpoint - The document outlines the management system for controlling subsidiaries of Shanghai Zhongchen Electronic Technology Co., Ltd, emphasizing the importance of internal control, governance structure, financial management, and information disclosure to ensure compliance and operational efficiency [1][2][3]. Group 1: General Principles - The purpose of the management system is to strengthen internal control, promote standardized operations, and protect investors' rights [1]. - The system is based on relevant laws and regulations, including the Company Law and the Shanghai Stock Exchange Listing Rules [2]. - The management aims to establish effective control mechanisms over subsidiaries' operations, resources, and investments to enhance overall efficiency and risk resistance [3]. Group 2: Governance Structure - Subsidiaries must establish a sound governance structure and operational systems in accordance with legal requirements [6]. - The company will appoint directors, supervisors, and senior management to monitor and govern subsidiaries [7]. - Shareholders' meetings are the authority of subsidiaries, and representatives from the parent company will participate and report back on meeting outcomes [8]. Group 3: Financial Management - Subsidiaries are required to adhere to national fiscal and tax policies and develop financial management regulations to ensure the legality and accuracy of accounting data [6]. - Financial management tasks include effective fund utilization, risk control, and asset management to ensure sustainability [6][7]. - Subsidiaries must provide regular financial reports to the parent company, including operational and financial statements [7]. Group 4: Internal Audit Supervision - The parent company will conduct regular audits of subsidiaries to ensure compliance and operational efficiency [9]. - Internal audit content includes economic efficiency audits, project audits, and compliance audits [9]. - Subsidiaries must implement audit recommendations approved by the parent company's board [10]. Group 5: Investment Management - Subsidiaries must conduct feasibility studies before submitting investment proposals to their boards [10]. - Development plans of subsidiaries should align with the overall strategy of the parent company [10]. - Transactions must follow established internal control procedures and receive necessary approvals before execution [10]. Group 6: Internal Information Management - A reporting system for significant events is established, requiring subsidiaries to report major business and financial events promptly [11]. - Regular and significant event reports must be submitted to the parent company's finance department and securities affairs department [11][12]. - The heads of subsidiaries are responsible for managing information disclosure and ensuring compliance with reporting obligations [12]. Group 7: Document Management - Subsidiaries must submit essential documents, including business licenses and internal control documents, to the parent company's board secretary [13]. - Any changes in business licenses or internal control systems must be reported promptly to ensure updated records [13]. - Significant agreements related to external investments must also be filed with the parent company's board secretary [13].