General Principles - The purpose of the management system is to standardize the management and control of subsidiaries and branches, protect the interests of the company and all investors, and promote healthy development [1][2] - Subsidiaries are defined as companies where the company holds more than 50% of the shares or can control the board of directors [1][2] - The management aims to establish effective control mechanisms to enhance operational efficiency and risk resistance [1][2] Management Structure - The Strategic Investment Department is responsible for managing subsidiary affairs, including feasibility studies for establishment and termination, equity registration, and daily supervision [2][7] - Various functional departments, such as Finance and Internal Control Audit, have specific roles in managing and guiding subsidiaries [2][7] Appointment and Responsibilities of Shareholder Representatives - Shareholder representatives are appointed by the company to serve as directors, supervisors, and senior management in subsidiaries [3][4] - These representatives must adhere to legal and company regulations, possess relevant business knowledge, and have no significant disciplinary or legal issues in the past five years [4][5] Management of Subsidiaries - Subsidiaries must operate independently within the framework of the company's overall objectives while complying with company regulations [2][6] - The company has the right to review subsidiary meeting records, financial documents, and other relevant files [8][9] Financial Management - Subsidiaries must follow a unified accounting system and financial policies set by the company [9][26] - Monthly and quarterly financial reports must be submitted to the company's finance department within specified timeframes [9][30] Major Decision Management - Shareholder representatives must report major decisions to the company before submission to the subsidiary's board [10][31] - Subsidiaries can propose investment projects, which must undergo a detailed approval process involving the company [10][33] Information Disclosure - The subsidiary's chairman is responsible for providing information, ensuring timely and accurate reporting to the company [11][34] - Subsidiaries must maintain confidentiality regarding sensitive information and follow the company's disclosure management system [11][36] Internal Audit and Supervision - The company conducts regular audits of subsidiaries, focusing on economic efficiency, major contracts, and management responsibilities [12][38] - Subsidiaries are required to cooperate with audits and implement the recommendations provided [12][41] Document Management - A two-tier management system for document security and completeness is established, requiring subsidiaries to submit relevant documents to the company [13][43] - The scope of document collection includes licenses, governance materials, and records of significant events [13][44]
亿晶光电: 亿晶光电科技股份有限公司分、子公司管理制度(2025年8月修订)