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天目药业: 杭州天目山药业股份有限公司子公司管理制度(2025年8月修订)

Core Viewpoint - The management system for subsidiaries of Hangzhou Tianmu Mountain Pharmaceutical Co., Ltd. aims to enhance internal management, maintain the overall image of the listed company, and protect investor interests through structured governance and operational guidelines [1]. Group 1: General Provisions - The system is established based on relevant laws and regulations, including the Company Law of the People's Republic of China and the Shanghai Stock Exchange Listing Rules [1]. - Subsidiaries are defined as independent legal entities established according to the company's strategic planning and business development needs, which can be wholly-owned or controlled [1]. Group 2: Governance Structure Management - Subsidiaries must establish a sound corporate governance structure and operational systems in accordance with the Company Law and relevant regulations [2]. - The company exercises management, coordination, supervision, and assessment functions through participation in the subsidiaries' shareholder and board meetings [3]. Group 3: Personnel Management - The company appoints or recommends directors, supervisors, and senior management for subsidiaries, ensuring compliance with laws and company policies [4]. - The responsibilities of appointed personnel include ensuring adherence to laws and regulations, coordinating between the company and subsidiaries, and protecting the company's interests [5]. Group 4: Financial Management - Subsidiaries must adhere to the company's financial management requirements, ensuring the legality and completeness of accounting records and effectively controlling operational risks [6]. - Financial management tasks include compliance with national fiscal and tax policies, and the preparation of financial statements according to applicable accounting standards [6]. Group 5: Investment Management - Subsidiaries require company approval for technical reform projects and external investments, ensuring alignment with the company's development strategy [7]. - Investment projects must undergo feasibility studies and be reported to the company's management for decision-making [8]. Group 6: Information Management and Reporting - Subsidiaries are obligated to provide timely and accurate information that may significantly impact the company's image [9]. - Regular financial reports and updates on ongoing projects must be submitted to the company's board within specified timeframes [10]. Group 7: Internal Audit Supervision - The company conducts regular audits of subsidiaries to ensure compliance and assess economic efficiency [11]. - Subsidiaries must cooperate with audits and implement recommendations from approved audit reports [12].