双杰电气: 控股子公司管理办法（2025年8月）

General Principles - The purpose of the management measures is to strengthen the control over the subsidiaries of Beijing Shuangjie Electric Co., Ltd., ensuring that their operations align with the company's overall strategic direction and effectively manage operational risks [1][2] - Subsidiaries are defined as those where the company holds more than 50% of the registered capital directly or indirectly, or can control the board of directors through agreements [1][2] Corporate Governance and Institutional Functions - The company has the authority to provide services, coordinate, supervise, and assess subsidiaries, ensuring they establish and improve management systems as needed [2][3] - Subsidiaries must establish a shareholders' meeting, board of directors, and supervisory board in accordance with relevant laws and regulations to ensure legal operation and scientific decision-making [2][3] Operational Management - Subsidiaries are required to comply with national laws and regulations, and develop their operational management goals in line with the company's development plans [5][6] - The general manager of each subsidiary must prepare an annual work report and the next year's operational plan for board approval, which includes key economic indicators and financial analysis [5][6] Financial, Capital, and Guarantee Management - Subsidiaries must adhere to the company's unified financial management policies and submit financial reports in accordance with the company's requirements [8][9] - Any loans undertaken by subsidiaries must undergo feasibility studies and be approved by the board of directors [9][10] Investment Management - Subsidiaries can propose investment suggestions based on market conditions and must ensure that investment projects are legally compliant and risk-controlled [10][11] - The decision-making process for significant investments requires feasibility studies, discussions in management meetings, and board approval [10][11] Information Disclosure - Subsidiaries must report significant business and financial matters to the company's board secretary in a timely manner, adhering to confidentiality obligations until public disclosure [12][13] - Major transactions must be carefully assessed to determine if they constitute related party transactions, which must then be reported accordingly [12][13] Audit Supervision - Subsidiaries are required to cooperate with both internal and external audits, providing all necessary documentation [14][15] - The audit department is responsible for evaluating compliance with laws and regulations, as well as the effectiveness of internal controls [14][15] Administrative Affairs Management - Subsidiaries must obtain approval from the company's administrative department before using the company's name or trademarks [16][17] - A strict document management system must be established to safeguard important corporate documents and records [16][17] Assessment and Reward System - Subsidiaries must create an incentive mechanism that aligns with their operational performance and the overall interests of the company [17] - The company will conduct performance assessments of subsidiary leadership based on agreed-upon indicators and may provide additional rewards for outstanding contributions [17]