恒宝股份: 对外投资管理制度(2025年8月修订)

General Principles - The purpose of the external investment management system is to strengthen internal control over external investment activities, standardize investment behavior, prevent risks, ensure safety, and improve investment efficiency [1] - External investment refers to long-term investments made by the company in other legal entities or economic organizations, aimed at expanding operations or implementing strategies, using various forms of assets [1] Compliance and Approval - All investment activities must comply with national laws, industry policies, and the company's long-term development strategy, contributing to sustainable growth and overall economic benefits [2] - The decision-making bodies for external investments include the shareholders' meeting, board of directors, and chairman [4] - Certain investment matters must be approved by the board of directors and disclosed if they meet specified financial thresholds, such as exceeding 10% of audited annual revenue or net profit [3][4] Feasibility and Management - An investment review team is responsible for assessing project value and investment rationality, providing preliminary opinions on external investments [8] - After initial approval, due diligence is conducted by relevant departments or qualified intermediaries to evaluate the investment project [9] - The company will appoint personnel to monitor and manage significant matters of the invested enterprises, ensuring the protection of its interests [10][11] Financial Management and Auditing - The finance department is tasked with comprehensive financial recording and accounting for external investments, adhering to accounting standards [14] - Annual checks on external investments are mandated, with the auditing department conducting special audits on subsidiaries included in the consolidated financial statements [16] Transfer and Recovery of Investments - The company may recover investments under specific conditions, such as the expiration of the investment period or the invested entity's inability to continue operations [19] - Transfers of external investments must comply with relevant laws and regulations, with prior analysis and justification required before any disposals [22] Information Disclosure - The company must fulfill information disclosure obligations regarding external investments in accordance with relevant regulations and guidelines [23] - Subsidiaries are required to adhere to the company's disclosure management system, ensuring the parent company retains the right to information [25]