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长城汽车: 长城汽车股份有限公司对外投资管理制度(修订稿)
Zheng Quan Zhi Xing· 2025-07-18 16:24
General Principles - The purpose of the external investment management system is to standardize the external investment behavior of the company, prevent investment risks, improve investment efficiency, and protect the interests of the company and its investors [1] - External investment refers to the activities where the company transfers its assets to obtain another asset for wealth increase or other benefits [1] Types of Investments - Short-term investments are defined as investments that can be liquidated at any time and held for no more than one year, including various stocks, bonds, funds, or other securities [2] - Long-term investments are those held for more than one year and include bond investments, equity investments, and other types of investments [2] Decision-Making Authority - The decision-making bodies for external investments include the shareholders' meeting, the board of directors, and the chairman, each operating within their respective authority [3] - Certain external investment matters require approval from the shareholders' meeting, particularly those involving amounts over RMB 30 million or transactions that exceed 5% of the company's latest audited net asset value [3][4] Investment Approval Process - The board of directors has the authority to decide on external investments below the thresholds set in the previous section [4] - The chairman can independently exercise investment authority for projects not exceeding 10% of the company's latest audited net asset value [4][5] Implementation and Management - Prior to making significant external investments, a feasibility study must be conducted, analyzing investment return rates, internal rates of return, payback periods, and other relevant factors [5] - The company must sign investment contracts or agreements with the invested parties and ensure proper documentation and authorization for the investment [6] Asset Management - Investment assets can be managed by independent institutions or by the company itself, with strict control measures in place to prevent fraud [7] - The finance department is responsible for maintaining complete accounting records of the company's external investment activities [7][8] Information Disclosure - The company's external investment activities must comply with current accounting standards and disclosure requirements for publicly listed companies [8][9] Miscellaneous - The board of directors is responsible for interpreting the external investment management system, which will take effect upon approval by the shareholders' meeting [9]
气派科技: 气派科技股份有限公司对外投资管理办法
Zheng Quan Zhi Xing· 2025-07-17 16:08
Core Viewpoint - The document outlines the external investment management measures of Qipai Technology Co., Ltd., aiming to standardize investment behaviors, enhance investment efficiency, and mitigate risks while maximizing the time value of funds [1][2]. Group 1: General Principles - The external investment refers to the company's activities to invest monetary funds, equity, or assessed physical or intangible assets for future returns [2]. - Investments are categorized into short-term and long-term based on the duration, with short-term investments being those that can be liquidated within one year, and long-term investments being those held for over a year [2]. - The investment management should align with the company's development strategy, rationally allocate resources, and promote optimal combinations of factors to create good economic benefits [2]. Group 2: Approval Authority - The company implements a professional management and hierarchical approval system for external investments [3]. - The decision-making bodies for external investments include the shareholders' meeting, board of directors, and the general manager's office, with no other departments or individuals authorized to make investment decisions [3][4]. Group 3: Organizational Management - An investment review team is established, led by the general manager, responsible for collecting information, preliminary evaluations, and establishing a project database for investment suggestions [3][4]. - The investment management department is tasked with researching and formulating the company's development strategy, evaluating major investment projects, and managing the responsibilities of subsidiaries and holding companies [3][4]. Group 4: Decision Management - For short-term investments, the investment management department pre-selects investment opportunities based on profitability, and the financial department provides cash flow statements [4][5]. - Long-term investment projects require preliminary evaluations, feasibility studies, and must be approved by the board of directors and, if necessary, the shareholders' meeting [5][6]. Group 5: Transfer and Recovery of Investments - The company can recover investments under specific circumstances, such as project completion, bankruptcy, or force majeure [7]. - Investment transfers are permitted when projects deviate from the company's direction, incur continuous losses, or when urgent funding is needed [7]. Group 6: Financial Management and Auditing - The financial department is responsible for comprehensive financial records of external investments, ensuring compliance with accounting standards [8][9]. - Annual checks of long and short-term investments are mandated, along with regular audits of subsidiaries [8][9]. Group 7: Reporting and Disclosure - External investments must adhere to legal and regulatory requirements, with significant investments requiring shareholder meeting approval [10][11]. - Subsidiaries are obligated to provide accurate and timely information to the company for disclosure purposes [10][12].
嵘泰股份: 嵘泰股份对外投资管理制度
Zheng Quan Zhi Xing· 2025-07-16 16:27
Core Viewpoint - The document outlines the external investment management system of Jiangsu Rongtai Industrial Co., Ltd, aiming to standardize investment behaviors, reduce risks, and enhance investment efficiency [2][3]. Summary by Sections General Principles - The external investment refers to various forms of investment activities using monetary funds, physical assets, intangible assets, or other asset forms [2]. - Investments are categorized into equity investments, operational project investments, venture capital, entrusted financial management, and other investments [2]. Investment Decision Authority - The investment and finance departments are responsible for feasibility studies and assessments of external investment projects [4]. - The finance department manages the financial aspects of investments, including funding and compliance with legal requirements [4][5]. - The decision-making bodies for external investments include the shareholders' meeting, board of directors, and general manager, with specific thresholds for board and shareholder approval [5][6]. Execution Control - The company must consider investment risks and expected returns when determining investment plans [9]. - After approval, the investment plan must specify funding amounts, methods, and responsible personnel [9]. - The finance department is tasked with maintaining detailed financial records of investments and ensuring compliance with accounting standards [10][13]. Investment Disposal - The company can terminate or recover investments under specific circumstances, such as project completion or financial distress [11][12]. - The procedures for disposing of investments are aligned with those for approving investments [11][12]. Tracking and Supervision - The general manager oversees the daily management of investment projects, while the board of directors monitors significant projects' progress and effectiveness [13][14]. - The finance department conducts regular audits and maintains detailed records of all investment activities [13][14]. Additional Provisions - The document stipulates that the company must select qualified financial institutions for entrusted financial management and ensure proper oversight of investment safety [14]. - The board of directors is responsible for interpreting the investment management system, which takes effect upon approval by the shareholders' meeting [15].
盈趣科技: 对外投资管理制度(2025年7月)
Zheng Quan Zhi Xing· 2025-07-16 16:22
Core Viewpoint - The document outlines the external investment management system of Xiamen Yingqu Technology Co., Ltd, emphasizing the need for internal control, risk prevention, and compliance with relevant laws and regulations. Group 1: General Principles - The external investment refers to the company's activities to invest monetary or non-monetary assets for future returns [1] - The investment is categorized into short-term and long-term investments based on the duration [2] - The system applies to all external investment activities of the company and its subsidiaries [2] Group 2: Decision-Making Authority - The decision-making authority for external investments is divided among the company's president, board of directors, and shareholders [3] - Specific thresholds for board approval include transactions involving assets over 10% of the company's audited total assets or net assets [4][5] Group 3: Investment Management Structure - The Securities Affairs Department and Financial Center are responsible for analyzing investment projects and conducting due diligence [7] - The president oversees the implementation of investment projects and reports progress to the board [7] Group 4: Short-term and Long-term Investment Procedures - Short-term investment decisions involve pre-selection by the Securities Affairs Department and approval by the relevant authority [9] - Long-term investments require feasibility studies and must be approved by the board or shareholders depending on the amount [10][11] Group 5: Securities Investment - The company can only use its own funds for securities investments and must adhere to strict control measures [12][13] - Securities investments exceeding 10% of the company's audited net assets require board approval, while those over 50% require shareholder approval [12][13] Group 6: Entrusted Financial Management - The company must select qualified financial institutions for entrusted financial management and disclose relevant information [14][15] - The total amount of entrusted financial management exceeding 10% of the company's audited net assets requires board approval [14] Group 7: Joint Investments with Professional Institutions - Joint investments with professional institutions must be disclosed, including the maximum potential loss [16][17] - The company must establish mechanisms to prevent conflicts of interest during joint investments [18] Group 8: Recovery and Transfer of Investments - The company can recover investments under specific circumstances, such as project completion or bankruptcy [47] - The procedures for transferring investments are similar to those for approving new investments [49] Group 9: Rights Waiver - The company may voluntarily waive rights related to its investments, which must be disclosed if they significantly impact the company [51][53] Group 10: Financial Management and Auditing - The Financial Center is responsible for maintaining comprehensive financial records of investments and conducting regular audits [58][60] - Annual audits of subsidiaries are required to ensure compliance and protect the company's interests [60]
迅捷兴: 对外投资管理制度
Zheng Quan Zhi Xing· 2025-07-15 16:31
General Principles - The company aims to establish a standardized, effective, and scientific investment decision-making system to reduce investment risks and enhance returns, ensuring the preservation and appreciation of assets while protecting the rights of shareholders and creditors [1] - External investments refer to various forms of investment activities made by the company to obtain future returns using monetary funds, equity, or tangible/intangible assets [1] Organizational Management - The company's shareholders' meeting and board of directors serve as the decision-making bodies for external investments, following the governance structure and relevant regulations [2] - The board of directors is responsible for coordinating and organizing the analysis and research of external investment projects, providing recommendations for decision-making [2] - The chairman of the board is the main responsible person for implementing external investments, overseeing information collection, preliminary evaluations, and reporting progress to the board [2][3] Decision-Making and Procedures - External investments are subject to a professional management and hierarchical approval system, with specific thresholds for board and shareholder meeting approvals based on total assets, revenue, and net profit [4] - Investments exceeding certain thresholds require board approval, while those exceeding larger thresholds necessitate shareholder meeting approval [4] Financial Management and Auditing - The finance department is responsible for comprehensive financial records of external investments, ensuring timely submission of original documents and financial reports [7][8] - Internal audits and financial departments conduct necessary audits of investment activities, with the option to hire external agencies for project audits if deemed necessary [7][8] Subsidiary Information Reporting - The company retains the right to be informed about all subsidiary activities, requiring timely and accurate reporting of significant events such as asset acquisitions, external investments, and major lawsuits [8] - Subsidiary boards must designate personnel to facilitate communication with the company's board secretary regarding information sharing [8] Miscellaneous - The investment management system is effective upon approval by the shareholders' meeting and is subject to amendments as necessary [9]
国盾量子: 对外投资管理制度
Zheng Quan Zhi Xing· 2025-07-15 13:16
Core Points - The document outlines the internal control and management system for external investments of the company, aiming to prevent errors, fraud, and risks during the investment process [1][2] - It defines external investments as activities aimed at obtaining future returns through various forms of assets, excluding routine operational transactions [2][3] - The decision-making bodies for external investments include the shareholders' meeting, board of directors, and the general manager's office, with specific approval thresholds based on financial metrics [4][5] Group 1: Investment Definition and Scope - External investments are defined as activities involving monetary funds, securities, equity, debt, physical assets, or intangible assets for future returns [1][2] - The scope of this system applies to the company and its wholly-owned or controlling subsidiaries [2] Group 2: Basic Principles - Investments must comply with national laws and regulations and align with the company's long-term development plans [3] - The principle of prioritizing benefits is emphasized [3] Group 3: Decision-Making and Approval - Investments exceeding 50% of the company's audited total assets or 50% of annual audited revenue over 50 million yuan require board and shareholder approval [5][6] - Investments above 5% of total assets or 10% of annual revenue over 1 million yuan require board approval [6] Group 4: Implementation of Investments - Investment budgets are part of the annual comprehensive budget and require approval [7] - The investment management department conducts preliminary evaluations and feasibility analyses for investment projects [7][8] Group 5: Post-Investment Management - Post-investment management includes governance participation, dynamic monitoring, and providing value-added services to invested companies [9][10] - The financial management department tracks the progress and safety of entrusted financial management projects [10] Group 6: Exit Mechanism - Exit strategies for equity investments include transfer, repurchase, and liquidation, while entrusted financial management can exit through redemption or transfer [11] - Exit management procedures mirror those of investment approval [11] Group 7: Supervision and Accountability - The audit and supervision department is responsible for establishing mechanisms to monitor external investments and report findings to the board [12] - The company reserves the right to pursue civil or criminal liability against individuals causing losses through non-compliance or fraudulent activities [12]
芯原股份: 对外投资管理制度(2025年7月修订)
Zheng Quan Zhi Xing· 2025-07-14 16:29
Core Points - The article outlines the external investment management system of Chipone Technology (Shanghai) Co., Ltd, aimed at regulating external investment behavior, enhancing management, and safeguarding investor interests [2][3][4] Group 1: General Principles - The external investment refers to the company's activities to invest monetary funds, equity, or assessed physical or intangible assets for future returns [2] - Investments are categorized into short-term (up to 1 year) and long-term (over 1 year) investments, with specific types defined for each category [2][3] - The investment behavior must comply with national regulations and align with the company's long-term development strategy [3][4] Group 2: Approval Authority - The company implements a professional management and hierarchical approval system for external investments [6] - The decision-making bodies for external investments include the shareholders' meeting, board of directors, and the president, each with defined authority [8][9] Group 3: Investment Management Organization - The board's strategic committee is responsible for researching major investment decisions and may form an investment review group for preparatory work [9] - The president is the main responsible person for implementing external investments, overseeing resources, and reporting progress to the board [9][10] Group 4: Investment Procedures - Short-term investment procedures involve the finance department preparing cash flow statements and investment proposals for approval [17] - Long-term investment procedures require the investment development department to conduct environmental assessments and prepare feasibility reports for approval [22][23] Group 5: Transfer and Recovery of Investments - The company can recover investments under specific circumstances, such as force majeure or contractual termination [32] - Investment transfers are permitted if projects deviate from the company's direction or show continuous losses [33][34] Group 6: Financial Management and Auditing - The finance department is responsible for comprehensive financial records and accounting for external investments [41] - Regular audits of subsidiaries are mandated to ensure compliance with financial management policies [43][44] Group 7: Reporting and Disclosure - The company must adhere to legal and regulatory requirements for information disclosure regarding external investments [48] - Subsidiaries are required to report significant events and financial statuses to the board promptly [50][51]
苏州龙杰: 对外投资管理办法
Zheng Quan Zhi Xing· 2025-07-13 16:09
Core Viewpoint - The document outlines the external investment management measures of Suzhou Longjie Special Fiber Co., Ltd., emphasizing the need for internal control, compliance with laws, and alignment with the company's long-term development strategy [1][2]. Group 1: General Principles - External investments are defined as actions taken by the company to expand its operational scale and achieve long-term returns through the allocation of cash, physical assets, or intangible assets to other organizations or individuals [1]. - All external investment activities must comply with national regulations and industry policies, support the company's sustainable development, and provide expected returns [1][2]. - The company headquarters will centrally manage external investments, while subsidiaries must obtain prior approval from the headquarters for their investment activities [1][2]. Group 2: Decision-Making Process - The main decision-making bodies for external investments are the shareholders' meeting, the board of directors, and the chairman [2]. - The chairman has specific decision-making authority for transactions involving assets totaling less than 10% of the company's most recent audited total assets, or where the transaction amount is below 10 million RMB [2][3]. - Transactions exceeding certain thresholds must be approved by the board of directors, and those exceeding 50% of total assets or 5 million RMB require shareholder approval [3][4]. Group 3: Investment Management and Execution - A dedicated department is responsible for the feasibility, risk, and return assessment of major investment projects, ensuring compliance with internal regulations [6][7]. - The finance department manages the financial aspects of external investments, including funding and regulatory compliance [7][8]. - After approval, the investment plan must specify the funding timeline, amount, and responsible personnel, with any changes requiring further approval [8][9]. Group 4: Monitoring and Supervision - The company will track the performance of external investments and report annually to the board of directors on the project's status and any discrepancies from the original feasibility study [10][11]. - The internal audit department will oversee investment activities, focusing on compliance with approval processes and the legitimacy of investment plans [11][12]. - The company must ensure that all investment-related documents are securely managed and that any asset disposals follow established procedures [12][13].
云天励飞: 对外投资管理制度
Zheng Quan Zhi Xing· 2025-07-11 10:11
Core Viewpoint - The document outlines the external investment management system of Shenzhen Yuntian Lifei Technology Co., Ltd., emphasizing the need for compliance with relevant laws and regulations while ensuring effective risk control and resource allocation in investment activities [1][2]. Group 1: General Principles - The external investment management should align with the company's development strategy, optimize resource allocation, and create good economic benefits [2]. - Investments involving raised funds must comply with the company's articles of association and fundraising management system [2]. - Related party transactions in external investments must adhere to the company's articles of association and related transaction decision-making system [2]. Group 2: Approval Authority - The company implements a professional management and hierarchical approval system for external investments [3]. - Certain investment matters must be submitted to the board of directors for review and timely disclosure if they meet specified thresholds, such as asset total exceeding 10% of the latest audited total assets [3][4]. - Investment matters requiring shareholder approval include those where the asset total exceeds 50% of the latest audited total assets [4]. Group 3: Organizational Management - The decision-making bodies for external investments include the shareholders' meeting, board of directors, and general manager, each operating within their authority [5]. - The board's strategic committee is responsible for evaluating major investment projects, including feasibility and risk assessments [5]. - The capital department manages external investments, including project evaluation and post-implementation assessment [5]. Group 4: Investment Management - After approval, authorized departments or personnel implement the investment plan and must not pay investment funds or transfer assets before signing contracts [6]. - The company may send representatives to the invested entity for tracking management and must report any anomalies to the chairman or general manager [6]. - Periodic management and evaluation of investment projects are required, with reports submitted to the general manager and board of directors [6]. Group 5: Disposal of Investments - The company may dispose of investments under specific circumstances, such as the investment project reaching its operational term or facing bankruptcy [7]. - The capital department leads the analysis and justification for any proposed disposals, ensuring compliance with legal regulations [7]. - The approval authority for disposing of investments is the same as for implementing investments [7]. Group 6: Information Disclosure - The company must fulfill information disclosure obligations according to relevant laws and internal regulations regarding external investments [8]. - All personnel with knowledge of undisclosed investment matters are bound by confidentiality obligations [8]. - Subsidiaries must provide accurate and timely information to the company for compliance with disclosure requirements [8].
中宠股份: 对外投资管理制度
Zheng Quan Zhi Xing· 2025-07-11 09:16
烟台中宠食品股份有限公司 第一章 总 则 第一条 为规范烟台中宠食品股份有限公司(以下简称"公司")的对外投资行为, 提高投资效益,规避投资所带来的风险,有效、合理的使用资金,使资金的时间价值最 大化,依照《中华人民共和国公司法》、 《深圳证券交易所股票上市规则》 (以下简称《上 市规则》)、 《深圳证券交易所上市公司自律监管指引第 1 号——主板上市公司规范运作》 (以下简称《规范运作》)等其他国家法律、法规的相关规定,结合《烟台中宠食品股 份有限公司章程》(以下简称"《公司章程》")等公司制度,制定本制度。 第二条 本制度所称的对外投资是指公司为获取未来收益而将一定数量的货币资金、 股权以及经评估后的实物或无形资产作价出资,对外进行各种形式的投资活动。 (三)参股其他境内、外独立法人实体; (四)经营资产出租、委托经营或与他人共同经营。 第四条 投资管理应遵循的基本原则:符合公司发展战略,合理配置企业资源,促 进要素优化组合,创造良好经济效益。 第五条 本制度适用于公司的一切对外投资行为,公司所属全资子公司、控股子公 司(以下简称"子公司")应参照本制度制定相应对外投资管理制度。 第二章 对外投资的审批权 ...