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淮河能源: 淮河能源(集团)股份有限公司子公司管理办法

General Principles - The purpose of the management measures is to strengthen the management of subsidiaries, standardize internal operations, promote healthy development, and enhance overall asset operation quality [2][3] - The term "subsidiary" refers to companies established by the company with independent legal status, including wholly-owned and controlled subsidiaries [3] - The company, as an investor, exercises supervision and management over major matters of subsidiaries and has the right to make decisions on investment returns, management selection, and equity disposal [3][4] Regulatory Operations - Subsidiaries must establish their articles of association and internal management systems in accordance with laws and regulations [7] - Subsidiaries are required to hold shareholder meetings and board meetings as stipulated in their articles of association [9] - Subsidiaries must provide timely, complete, and accurate information regarding their operational performance and financial status to the company [10] Personnel Management - The company exercises shareholder rights through the subsidiary's shareholder meeting and board of directors, appointing or recommending directors and senior management [13] - Appointed personnel must adhere to legal obligations and ensure compliance with national laws and regulations [16] - Subsidiaries must follow the company's unified human resources management system and report recruitment needs to the company [18] Operational Decision Management - Subsidiaries must comply with national laws and regulations in their operations and align their development plans with the company's overall strategy [20] - Any significant operational anomalies must be reported to the company promptly [22] - Subsidiaries are prohibited from making external equity investments without prior approval from the company [26] Financial Management - Subsidiaries must adhere to national fiscal and tax policies and establish accounting and financial management regulations [34] - Financial departments of subsidiaries are subject to guidance and supervision from the company's financial department [35] - Subsidiaries must report financial statements and relevant materials to the company, ensuring accuracy and completeness [39] Information Disclosure Management - The company's board office is responsible for daily information disclosure, and subsidiaries must not disclose insider information without approval [44] - Subsidiaries must report significant information that may impact stock trading prices to the company [47] - A confidentiality system for significant information must be established by subsidiaries [49] Internal Audit Supervision Management - The company conducts regular or irregular audits of subsidiaries, which must cooperate and provide necessary materials [50][52] - Internal audit opinions must be executed by subsidiaries, and any issues identified must be rectified [54] - The company implements a management inspection system for subsidiaries' operational management [56]