中岩大地: 子公司管理制度

Core Points - The document outlines the management control system for subsidiaries of Beijing Zhongyan Dadi Technology Co., Ltd, aiming to enhance internal operations and protect the rights of the company and its investors [1] Group 1: General Principles - The system is established to strengthen management control over subsidiaries and ensure compliance with relevant laws and regulations [1] - Subsidiaries are defined as entities where the company holds more than 50% of the shares or has actual control over them [1] - The company will manage subsidiaries through governance, financial management, operational management, and other aspects [1] Group 2: Corporate Governance - Subsidiaries must operate independently within the framework of the company's overall strategic goals and comply with legal regulations [2] - Subsidiaries are required to establish a sound governance structure and internal management systems [2] - Meeting proposals must be submitted to the company for approval before convening shareholder or board meetings [2][3] Group 3: Financial Management - Subsidiaries must develop financial and accounting systems based on their operational characteristics and comply with accounting standards [4] - Financial reports must be submitted to the company in a timely manner, including operational reports and financial statements [4][5] - Subsidiaries are prohibited from lending funds or providing guarantees without company approval [5] Group 4: Operational Management - Subsidiaries should develop strategic plans aligned with the company's overall development and submit annual work reports and budgets for approval [6] - Any significant operational changes must be reported to the company promptly [6] - External investments by subsidiaries require approval from the company's board or shareholders [6] Group 5: Management of Directors and Executives - The company appoints or recommends directors and senior executives to subsidiaries based on investment ratios or agreements [7] - The responsibilities of appointed directors include ensuring compliance with laws and coordinating between the company and subsidiaries [8] Group 6: Audit Supervision - The company has the right to conduct regular or irregular audits of subsidiaries, covering various aspects such as financial status and internal controls [9] - Subsidiaries must cooperate with audits and implement corrective actions as required [9] Group 7: Information Disclosure - Subsidiaries must report significant business and financial matters to the company in a timely manner [10] - The legal representative of the subsidiary is responsible for managing information disclosure [11] Group 8: Performance Assessment and Rewards - The company will establish performance assessment and incentive policies for subsidiaries to promote sustainable development [12] - Subsidiaries must create internal assessment systems for their senior management and implement rewards and penalties based on performance [13]