Topscore Fashion(SH:603608) Zheng Quan Zhi Xing·2025-08-29 12:17Core Viewpoint - The document outlines the external investment management system of Tianchuang Fashion Co., Ltd., aiming to standardize investment behaviors, enhance decision-making responsibility, and maximize shareholder interests while ensuring asset preservation and appreciation [2][21]. Group 1: General Principles - The external investment refers to various forms of investment activities aimed at obtaining future returns, including long-term equity investments and short-term financial investments [3]. - Basic principles for external investments include alignment with the company's development strategy, rational resource allocation, and the creation of good economic benefits [3]. Group 2: Approval Authority - The company implements a professional management and hierarchical approval system for external investments, requiring adherence to relevant laws and regulations [6]. - The decision-making bodies for external investments include the shareholders' meeting, the board of directors, and the chairman, each with specific decision-making scopes [6][7]. Group 3: Shareholders' Meeting Approval - Certain thresholds require shareholders' meeting approval after board review, including transactions involving assets exceeding 50% of total audited assets or net assets, and profits exceeding 50% of the last audited net profit [4][5]. - Cumulative transactions exceeding 30% of total audited assets within twelve months must also be submitted for shareholder approval [5]. Group 4: Board of Directors Approval - The board must approve transactions involving assets exceeding 10% of total audited assets or net assets, with specific monetary thresholds for various types of transactions [5]. - The board's approval is also required for transactions that significantly impact the company's financials, such as profits or revenues exceeding 10% of the last audited figures [5]. Group 5: Chairman's Approval - The chairman can make decisions for transactions involving less than 10% of total audited assets or net assets, with specific conditions outlined for various types of transactions [6]. Group 6: Special Regulations for Securities Investment - Securities investments must follow principles of legality, prudence, safety, and effectiveness, with strict internal control systems established to manage investment risks [10]. - The company is prohibited from using raised funds for securities investments and must ensure that investment operations are conducted by multiple personnel to prevent conflicts of interest [10][11]. Group 7: Financial Management and Auditing - The financial center is responsible for comprehensive financial records of external investments, ensuring compliance with accounting standards [20]. - Regular audits and evaluations of investment projects are mandated to maintain oversight and protect the company's interests [20].