圣龙股份: 《控股子公司管理制度》（2025年8月修订）

Core Points - The document outlines the management measures for the subsidiaries of Ningbo Shenglong Automotive Power System Co., Ltd, aiming to enhance supervision, promote standardized operations, and optimize resource allocation [1][2] - The management framework emphasizes the importance of compliance with laws and regulations, as well as the company's internal guidelines for effective governance and risk management [5][6] Group 1: General Principles - The company establishes a management system for its subsidiaries to ensure compliance with legal requirements and internal regulations [2][5] - Subsidiaries are required to develop specific implementation rules based on their actual situations to ensure adherence to the management measures [2][3] - The company will oversee subsidiaries in areas such as human resources, finance, operational decision-making, and special matters [5][6] Group 2: Governance Structure - Subsidiaries must operate independently while adhering to the company's overall goals and legal requirements [11][12] - The company appoints directors and supervisors to subsidiaries, who are responsible for protecting shareholder interests [13][14] - Subsidiaries are required to report significant operational matters to the company's board or shareholders for review [10][13] Group 3: Human Resources Management - The company appoints personnel to subsidiaries based on investment ratios, and these personnel must comply with the company's guidelines [23][24] - Directors and senior management in subsidiaries must fulfill their duties with loyalty and diligence, avoiding conflicts of interest [25][26] - Subsidiaries must establish their own human resources management systems and report them to the company's human resources department [27] Group 4: Financial Management - Subsidiaries must adhere to the company's unified financial management regulations and accounting systems [28][29] - Financial personnel in subsidiaries are responsible for maintaining accurate financial records and reporting to the company [30][31] - Subsidiaries are required to submit financial statements and reports to the company in a timely manner [36][37] Group 5: Operational Decision-Making and Investment Management - Subsidiaries must align their operational activities with national laws and the company's strategic objectives [42][43] - Annual work reports and operational plans must be prepared and submitted for approval by the subsidiary's board and shareholders [44][45] - Significant investment decisions require thorough feasibility studies and must be approved by the company [46][47] Group 6: Administrative Affairs and Document Management - Administrative affairs of subsidiaries are managed by the company's human resources department, and relevant documents must be reported [50][51] - Subsidiaries must maintain proper documentation for significant agreements and contracts [52][53] - The use of the company's trademarks and branding must be authorized by the company [55][56] Group 7: Asset Management - Subsidiaries must seek company approval for bank financing and provide necessary documentation for guarantees [60][61] - Subsidiaries are prohibited from providing guarantees for other companies without company approval [62] - Subsidiaries must focus on their core business activities and ensure compliance with their operational scope [62][63] Group 8: Internal Audit and Inspection - The company conducts regular audits of subsidiaries to ensure compliance with laws and internal regulations [64][65] - Subsidiaries must cooperate with audits and provide necessary documentation [66][67] - Management personnel must undergo exit audits when leaving their positions [68][69]