Core Points - The document outlines the investment management measures of Hangzhou Tianmu Mountain Pharmaceutical Co., Ltd to standardize external investment management, enhance compliance efficiency, and reduce investment risks [1][2] - The investment is defined as the company's allocation of funds, equity, land use rights, or other assessed assets for future returns [1] - Investments are categorized into short-term and long-term based on their duration, with specific definitions provided for each type [1][3] Investment Approval Process - The investment approval must adhere to the Company Law, Shanghai Stock Exchange rules, and the company's articles of association [3][4] - The company implements a professional management and hierarchical approval system for external investments [2][3] Decision-Making Bodies - The shareholders' meeting and the board of directors serve as the decision-making bodies for external investments [3][6] - Certain investment transactions require board approval and must be submitted to the shareholders' meeting if they meet specified thresholds [5][6] Investment Principles - Investments must comply with national laws, align with national industrial policies and the company's development strategy, and not adversely affect the company's main business [4][5] Short-term Investment Procedures - The financial management center provides a cash flow statement and identifies suitable short-term investment opportunities [9][10] - A strict joint control system is required for securities investments, ensuring that at least two personnel are involved in operations [9][10] Long-term Investment Management - Long-term investments are managed by the board office, with other departments participating in the preparation of investment plans [11][12] - Contracts for long-term investments must be reviewed by the company's legal counsel before signing [11][12] Investment Transfer and Recovery - The company can recover investments under specific circumstances, such as project completion or inability to repay debts [26][27] - Investment transfers must comply with the Company Law and the company's articles of association [28][29] Financial Management and Auditing - The financial management center is responsible for comprehensive financial records of investment activities and must conduct annual checks on investments [34][35] - Subsidiaries must report financial statements monthly to ensure compliance with the company's financial policies [38][39] Information Disclosure - The company must fulfill its information disclosure obligations according to relevant laws and regulations [41][42] - Subsidiaries are required to provide accurate and timely information to the company for external disclosure [43][44]
天目药业: 杭州天目山药业股份有限公司对外投资管理办法(2025年8月修订)