Core Points - The document outlines the subsidiary management system of Shenzhen Demingli Technology Co., Ltd, aimed at enhancing governance and protecting investor rights [1][2] - The system is established in accordance with the Company Law of the People's Republic of China and the company's articles of association [2][3] Group 1: General Principles - The term "subsidiary" refers to companies where the company holds more than 50% of shares or can control the board of directors [2] - The management of subsidiaries includes governance, financial management, operational management, internal audit supervision, performance evaluation, and incentive constraints [2][3] - Goals of subsidiary management include ensuring legal compliance, asset security, accurate financial reporting, operational efficiency, and alignment with the company's long-term strategic goals [2][3] Group 2: Governance - Subsidiaries must establish a legal governance structure and operate independently while being subject to the company's supervision [3][4] - Subsidiaries are required to have a board of directors or equivalent governance bodies, with the company having the right to appoint members [3][4] - Responsibilities of the board include reporting to shareholders, executing shareholder decisions, and formulating operational plans [4][5] Group 3: Financial Management - Subsidiaries must establish financial management systems in compliance with national laws and submit financial reports to the company's finance department [6][7] - Monthly and quarterly financial reports must be submitted by specific deadlines, ensuring accuracy and completeness [6][7] - Any changes in accounting policies must be reported to the company for approval [6][7] Group 4: Operational Management - Subsidiaries must comply with national laws and align their operational goals with the company's overall development plan [7][8] - Investment decisions must follow established procedures, and significant transactions require prior approval from the company [8][9] - Subsidiaries must report major operational and financial events that could impact the company's stock price [9] Group 5: Internal Audit and Supervision - The company conducts regular audits of subsidiaries to ensure compliance with governance and financial management standards [9][10] - Subsidiaries are required to cooperate with audits and implement corrective measures based on audit findings [9][10] Group 6: Performance Evaluation and Incentives - Subsidiaries must establish performance evaluation and incentive systems to motivate management and staff [10][11] - The company has the right to propose penalties for executives who fail to fulfill their responsibilities, leading to financial losses [10][11] Group 7: Supplementary Provisions - The management system is subject to national laws and the company's articles of association, with provisions for significant investments and partnerships [11] - The system takes effect upon approval by the board of directors and is subject to interpretation by the board [11]
德明利: 子公司管理制度（2025年9月）