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美诺华: 宁波美诺华药业股份有限公司对外投资管理制度

General Principles - The company establishes an external investment management system to enhance the management of external investments, standardize investment behavior, and improve investment efficiency [1][3] - The system outlines principles, decision-making procedures, approval authority, management, and post-investment evaluation [1][3] Investment Definition - External investment refers to profit-oriented or value-preserving investments made by the company, its controlling subsidiaries, or entities under its actual control, including equity investments in newly established enterprises, capital increases, and asset acquisitions [1][4] Investment Management Principles - Investments must align with national laws, regulations, and industry policies [3][4] - The investment management should adhere to the company's development strategy and not adversely affect its main business [4][5] - The principle of prioritizing benefits and controlling investment risks must be followed [4][5] Decision-Making and Approval Process - The company's board of directors and shareholders' meeting serve as the decision-making bodies for external investments, with no other departments or individuals authorized to make such decisions [3][4] - The board's strategic committee is responsible for pre-reviewing major investments and monitoring project execution [3][4] Approval Authority - Major investment matters require board approval and must be submitted to the shareholders' meeting if they meet specific thresholds, such as asset totals exceeding 50% of the company's audited total assets or profits exceeding 50% of the last audited net profit [5][6] - Investments that meet certain criteria, such as involving 10% of total assets or net assets, require board approval [6][7] Post-Investment Management - The company must strengthen post-investment management to ensure asset preservation and value increase [10][11] - Investment disposal processes must follow established approval procedures, and the company should ensure timely accounting treatment of investment disposals [10][11] Documentation and Compliance - All relevant documents, including meeting minutes and investment contracts, must be archived for future reference [11][12] - The system will take effect upon approval by the shareholders' meeting and will be interpreted by the board of directors [12]