万和电气: 对外投资管理制度（2025年8月）

General Principles - The purpose of the external investment management system is to strengthen the management of external investments by the company and its subsidiaries, standardize investment behavior, and protect the legal rights of the company and its shareholders [1] - External investments must comply with national laws and regulations, aiming for better economic benefits while adhering to principles such as alignment with national industrial policies and the company's business objectives [1][3] Types of External Investments - External investments include various forms such as equity investments, securities investments, derivatives trading, entrusted financial management, entrusted loans, and investments in subsidiaries [3] - Securities investments encompass activities like new share subscriptions, stock repurchases, and bond investments, while derivatives include futures, swaps, and options [3][4] Investment Decision-Making Structure - The decision-making bodies for external investments include the shareholders' meeting, board of directors, chairman, and president, each with specific authority [5] - The president is responsible for collecting information, evaluating new investment projects, and managing approved investment projects [5][6] Approval Authority for External Investments - External investments reaching certain thresholds must be approved by the board of directors and submitted to the shareholders' meeting for approval [7] - Specific thresholds include investments exceeding 50% of the audited annual revenue or net profit, or absolute amounts exceeding 50 million yuan for revenue and 5 million yuan for profit [7][8] Approval Procedures - The company must follow strict procedures for approving external investments, including preparing feasibility reports for board review [10][11] - The board must consider the reliability and objectivity of the feasibility reports before making decisions on external investments [11][12] Related Transactions - Transactions involving related parties must adhere to legal regulations and the company's articles of association, ensuring that related directors abstain from voting [9][11] - Independent directors must approve related transactions and may seek independent financial advisory reports for their judgments [11][12]