对外投资管理

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浙江永强: 对外投资管理制度
Zheng Quan Zhi Xing· 2025-07-10 16:22
Core Viewpoint - The company has established a comprehensive external investment management system to enhance operational efficiency, safeguard asset value, and maximize shareholder value through structured decision-making and risk control [2][3][4]. Group 1: Investment Management Principles - The investment management system aims to promote effective resource allocation, enhance asset quality, and mitigate operational risks while ensuring compliance with national industrial policies and the company's operational objectives [3][4]. - The basic principles of investment management include alignment with national policies, enhancement of core competitiveness, effective resource allocation, and adherence to legal regulations [4]. Group 2: Organizational Structure for Investment - The decision-making bodies for external investments include the shareholders' meeting, board of directors, and the president, with specific roles and responsibilities outlined in the company's regulations [4][5]. - The Securities Investment Department is responsible for coordinating investment project analysis and providing recommendations to the decision-making bodies [5][6]. Group 3: Approval Authority for Investments - Major investments must comply with the company's articles of association and relevant regulations, ensuring that management's approval does not exceed the authority granted by the board of directors [6][7]. - The company has established specific thresholds for investment approval based on asset totals, net asset values, and revenue contributions, with defined monetary limits for each category [7][8]. Group 4: Investment Procedures - External investments are categorized into short-term and long-term investments, each with distinct procedures for planning, approval, and execution [8][9]. - Long-term investments require a preliminary evaluation by the Securities Investment Department, followed by board approval and implementation by authorized departments [10][11]. Group 5: Financial Management and Auditing - The financial department is tasked with maintaining comprehensive accounting records for all investment activities, ensuring compliance with accounting standards [14][15]. - Regular audits and financial reporting are mandated to monitor the financial health of subsidiaries and ensure the integrity of investment assets [15].
英科医疗: 对外投资管理办法
Zheng Quan Zhi Xing· 2025-07-08 16:12
General Principles - The company establishes guidelines for external investment control to mitigate risks and enhance investment efficiency based on relevant laws and regulations [1] - External investment includes monetary contributions or contributions of assets such as equity, technology, and real estate [1] Investment Approval Authority - External investments must comply with national regulations and the company's development strategy, aiming for reasonable returns [2] - The board of directors and shareholders' meeting are the primary decision-making bodies for external investments, with specific thresholds for board and shareholder approval [2][3] Pre-Investment Work and Management - The company must conduct feasibility studies for long-term equity investments, including economic indicators and risk assessments [4][5] - Financial asset investments require a proposal detailing investment amounts, types, and expected returns [5] Execution Control of Investments - After approval, the investment plan must specify funding details and responsible personnel, with any changes requiring further approval [6][15] - The company must track the financial health of invested entities and report any anomalies to the board [6][16] Disposal Control of Investments - The procedures for recovering or transferring investments mirror those for initial approvals, with specific conditions outlined for both actions [7][20][21] Supervision and Inspection - The internal audit department is responsible for overseeing external investment activities and ensuring compliance with internal controls [8][24] Responsibilities of Directors and Management - Company directors and management must exercise caution in investment decisions, with accountability for significant losses due to negligence [8][27][28] Miscellaneous - The guidelines will take effect upon approval by the shareholders' meeting and can be revised by the board as necessary [9][30]
合兴股份: 合兴汽车电子股份有限公司对外投资管理制度(2025年7月)
Zheng Quan Zhi Xing· 2025-07-08 16:07
General Principles - The purpose of the external investment management system is to standardize the external investment behavior of the company, improve investment efficiency, mitigate risks, and maximize the time value of funds [1] - External investment refers to the company's activities of investing monetary funds, equity, and assessed physical or intangible assets for future returns [1] - The basic principles of external investment include compliance with national laws and regulations, alignment with the company's development strategy, and a focus on risk management to ensure the safe operation of funds [1] Approval Authority - The company implements a professional management and hierarchical approval system for external investments [2] - The decision-making bodies for external investments include the shareholders' meeting, board of directors, and investment decision-making group, with no other departments or individuals authorized to make investment decisions [2][3] - Prior to decisions on external investments, relevant departments must provide feasibility reports and related materials to the investment decision-making group, board of directors, and shareholders' meeting [2] Organizational Management - The board of directors, shareholders' meeting, and chairman's office are responsible for decision-making on external investments, while the general manager is the main person responsible for project implementation [3] - The finance department manages daily financial operations related to external investments, including funding arrangements and compliance with borrowing and payment procedures [3] - The legal department is responsible for the legal review of agreements, contracts, and important correspondence related to external investments [3] Approval Procedures - Investment projects within the board's approval authority must be reviewed by the board's strategic committee before being submitted for board approval [4] - For projects requiring shareholders' meeting approval, they must first be approved by the board before being presented to the shareholders' meeting [4] - After approval, the chairman or authorized representative signs the investment contracts or agreements [4] Monitoring and Management - The company must strengthen management and supervision of investments to prevent risks and ensure the preservation and appreciation of investment assets [5] - The management team is responsible for organizing and managing the operation of investment projects [5] - The finance department must track the progress and safety of investment projects and report any unusual situations promptly [5] Investment Documentation Management - All documents related to external investments, including contracts, resolutions, and agreements, must be securely stored and managed by designated personnel [6] - Unauthorized personnel are prohibited from accessing or copying investment-related documents [6] Miscellaneous - Any matters not covered by this system should be executed in accordance with relevant laws, regulations, and the company's articles of association [7] - The system will take effect after being approved by the shareholders' meeting and will be revised as necessary [7]
达威股份: 对外投资管理办法
Zheng Quan Zhi Xing· 2025-07-08 11:18
Core Points - The company aims to strengthen internal controls over external investment activities, standardize investment behavior, mitigate risks, and enhance investment efficiency [1] - External investments are defined as actions taken to expand operational scale and improve capital efficiency, targeting long-term returns through various forms of investment [1] - All external investments must comply with national regulations and align with the company's long-term development strategy [1] Investment Decision - The decision-making bodies for external investments include the shareholders' meeting, board of directors, and the chairman, with specific thresholds for approval based on asset value and revenue [2] - Investments exceeding certain thresholds must be submitted for shareholder approval, while others can be authorized by the board [2][3] Project Evaluation and Management - A feasibility study must be conducted before project initiation, considering the current business scale and expected returns [4] - The finance department is responsible for managing the financial aspects of external investments, including funding and compliance with legal requirements [4] Execution Control - Investment plans must be approved by the relevant authorities, detailing funding amounts and responsibilities [5] - Contracts must be signed before any payments are made, and asset evaluations are required for non-cash investments [5][6] Tracking and Supervision - The company must monitor investment projects post-implementation, reporting on performance and any discrepancies annually for three years [8] - The internal audit department is responsible for overseeing compliance and ensuring proper management of investment-related documents [9]
金道科技: 对外投资管理制度
Zheng Quan Zhi Xing· 2025-07-07 10:12
第四条 对外投资管理应遵循的基本原则: (一)必须遵守国家法律、法规,且符合国家的产业政策; 浙江金道科技股份有限公司 第一章 总则 第一条 为加强浙江金道科技股份有限公司(以下简称"公司")对外投资 控制,规范对外投资行为,防范对外投资风险,保证对外投资的安全,提高对外 投资的效益,根据《中华人民共和国公司法》(以下简称"《公司法》")《深 圳证券交易所创业板股票上市规则》《深圳证券交易所上市公司自律监管指引第 第二条 本制度所称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。 第三条 本制度适用于公司及所属控股企业(以下简称"所属企业")所有 对外投资业务。 (二)必须符合公司中长期发展规划和主营业务发展的要求; (三)必须坚持效益优先的原则;有利于加快公司持续、协调发展,提高核 心竞争力和整体实力,促进股东价值最大化;有利于促进资源的有效配置,提升 资产质量,有利于防范经营风险,提高投资收益,维护股东权益。有利于依法规 范运作,提高工作效率,落实管理责任。 (四)公司必须使用自有资金作为风险投资的资金来源,不得使用募集资金 ...
协鑫能科: 对外投资管理制度(2025年7月修订)
Zheng Quan Zhi Xing· 2025-07-04 16:34
General Principles - The investment management system aims to standardize the investment behavior of the company, prevent investment risks, and improve investment efficiency based on relevant laws and regulations [2][3] - The system applies to all investment activities, including operational investments, equity investments, real estate investments, and other investments [2] Investment Principles - Investments must adhere to principles of appropriateness, ensuring they do not affect the company's main business development and prioritize benefits [3] - Major investments require internal controls that are legal, prudent, safe, and effective, focusing on risk control and investment efficiency [3] Investment Proposal and Approval - The Strategic Investment Department is responsible for managing investment matters, including planning, evaluation, monitoring, and annual investment plan implementation [7] - Senior management or relevant departments must submit project proposals to the Strategic Investment Department, which includes an economic evaluation report [8] Major Investment Standards - Transactions that meet certain thresholds must be submitted for board approval and disclosed, including those where the total asset amount exceeds 10% of the latest audited total assets or where the net asset amount exceeds 10% of the latest audited net assets [9][11] - The board must analyze investment prospects and risks when reviewing major investment matters [10] Investment Agreement Execution - After approval from the shareholders' meeting, board, or president, authorized representatives can handle investment-related matters, including signing legal documents [21] - Investment agreements must be drafted with input from the Strategic Investment Department and may require legal review [23] Investment Project Supervision - The Strategic Investment Department and relevant departments must monitor and manage investment projects post-implementation [28] - The audit supervision department is responsible for tracking the investment project's progress and financial performance [30] Responsibilities and Legal Compliance - Individuals who violate laws, regulations, or the company's internal rules resulting in investment losses may face disciplinary actions [35] - Unauthorized signing of investment agreements that lead to actual losses will result in liability for the responsible person [36]
爱迪特: 对外投资管理制度
Zheng Quan Zhi Xing· 2025-07-02 16:25
爱迪特(秦皇岛)科技股份有限公司 第一章 总 则 第一条 为加强公司对外投资控制,规范对外投资行为,防范对外投资风险, 保证对外投资的安全,提高对外投资的效益,根据《中华人民共和国公司法》 (以 下简称"《公司法》")、 《深圳证券交易所创业板股票上市规则》 《爱迪特(秦皇岛) 科技股份有限公司章程》(以下简称"《公司章程》")的有关规定,制定本制度。 第二条 本制度所称对外投资包括金融资产投资和长期股权投资。 金融资产投资包括: (一)以摊余成本计量的金融资产; 《深圳证券交易所 上市公司自律监管指引第 2 号——创业板上市公司规范运作》 (二)以公允价值计量且其变动计入其他综合收益的金融资产; (三)以公允价值计量且其变动计入当期损益的金融资产。 长期股权投资包括: (一)对子公司投资; (二)对合营公司投资; (三)对联营公司投资; (四)对被投资企业不具有共同控制或重大影响,并且在活跃市场中没有报 价、公允价值不能可靠计量的权益性投资。 第三条 本办法适用于公司及所属控股企业所有对外投资业务。 第四条 公司对外投资必须符合公司的发展战略,坚持成本效益原则,达到 合理投资收益标准,做到为公司全体股东谋求 ...
丹化科技: 对外投资管理制度(2025年7月修订)
Zheng Quan Zhi Xing· 2025-07-01 16:08
General Principles - The company establishes an external investment management system to enhance management and standardize investment behavior, ensuring the legal rights of the company and its shareholders [1] - External investment refers to various forms of investment activities using monetary funds, equity, physical assets, intangible assets, or other legally permissible assets to obtain future returns [1] - The basic principles of external investment include compliance with national laws and regulations, alignment with the company's development strategy, and careful risk management to ensure the safe operation of funds [1] Types of External Investments - External investments are categorized into short-term and long-term investments based on the duration, with short-term investments being those that can be liquidated within one year, and long-term investments exceeding one year [2] - Types of investments include independent establishment of enterprises, joint ventures with other entities, and equity participation in other independent legal entities [2] Organizational Structure for Investment - The decision-making bodies for external investments include the shareholders' meeting, board of directors, and general manager, with subsidiaries required to establish their own investment management systems [3] - The board's strategic committee is responsible for coordinating and organizing analyses of external investment projects [3] - The general manager oversees the implementation of external investments and reports progress to the board [3] Investment Approval Authority - Investments meeting certain thresholds must be submitted for board approval, including those exceeding 10% of the company's total audited assets or net assets, or absolute amounts exceeding 1 million [4][5] - Investments exceeding 30% of total audited assets or net assets require shareholder approval, with specific monetary thresholds [5] - The general manager can approve investments that do not meet the board's approval thresholds [5] Investment Process - The investment department conducts preliminary investigations and evaluations of proposed projects, preparing necessary documentation for approval [8] - A project team is formed to conduct due diligence, including commercial, financial, and legal investigations [8] - Investment decisions require documentation such as feasibility studies and must follow established approval processes [9] Investment Management - Post-investment, the investment department tracks and evaluates the effectiveness of investments, reporting to the general manager and board [10] - The board regularly reviews major investment projects and holds responsible parties accountable for any deviations from expected outcomes [10] - Financial management of investments is handled by the finance department, ensuring comprehensive records and compliance with accounting standards [11] Information Disclosure - The company must adhere to information disclosure obligations as per relevant regulations, maintaining records of investment decisions and related documents for ten years [13][14] - Subsidiaries are required to designate contacts for communication regarding information disclosure [14] Disciplinary Measures - The company reserves the right to impose disciplinary actions on individuals who fail to comply with investment regulations or cause significant financial losses due to negligence [15]
新世界: 新世界对外投资管理制度(2025年修订)
Zheng Quan Zhi Xing· 2025-06-27 16:50
Core Viewpoint - The company has established a comprehensive system to regulate its external investment activities, aiming to enhance management, mitigate risks, and improve investment efficiency [1]. External Investment Definition - External investment refers to profit-oriented or value-preserving investments made by the company both domestically and internationally, including equity investments, financial asset purchases, and other forms of investment [1]. Investment Decision and Approval Authority - The company has a structured approval process for external investments, categorized into four levels: shareholder meeting, board of directors, general manager's office meeting, and general manager [2]. - Specific thresholds for board and shareholder approval are set, including asset totals exceeding 50% of total audited assets or transaction amounts exceeding 50% of net assets [2][3]. Investment Management and Oversight - A designated body is responsible for evaluating the feasibility, risks, and returns of significant investment projects, with a requirement to report any anomalies to the board [1][6]. - The board is tasked with regularly monitoring the progress and effectiveness of major investments, holding responsible parties accountable for any deviations from expected outcomes [14][15]. Financial Management and Record Keeping - The finance department must maintain comprehensive financial records of external investments, ensuring detailed accounting for each project [8]. - The company may appoint financial directors to oversee the financial integrity of its subsidiaries [8]. Investment Transfer and Recovery - The company can recover investments under specific circumstances, such as project completion or inability to repay debts [30]. - Investment transfers require thorough analysis and approval processes similar to those for initial investments [29]. Information Disclosure and Confidentiality - The company must adhere to strict information disclosure obligations as per relevant regulations, ensuring that all stakeholders are informed of investment activities [26][27].
同仁堂: 北京同仁堂股份有限公司对外投资管理办法
Zheng Quan Zhi Xing· 2025-06-27 16:11
Core Points - The document outlines the external investment management measures of Beijing Tongrentang Co., Ltd. to regulate investment activities, enhance legal benefits, and reduce risks [1] - The external investment refers to the company's activities aimed at obtaining future returns through monetary funds, equity, and other legally permissible assets [1] - The management structure for external investments includes the shareholders' meeting as the highest decision-making body, with the board of directors and management responsible for investment decisions [2][3] Chapter Summaries Chapter 1: General Principles - The purpose of the external investment management measures is to ensure compliance with laws and regulations, align with national industrial policies, and enhance the company's core competitiveness [1] - The measures apply to the company and its subsidiaries [1] Chapter 2: Organizational Management - The shareholders' meeting is the highest decision-making body for external investments, while the board of directors and management handle specific investment decisions [2] - A dedicated external investment management department is established to execute and implement investment projects [2] Chapter 3: Authority and Approval - A strict review and decision-making process is established for external investments, requiring approval from the board of directors and shareholders for major projects [3][4] - Related party transactions must follow additional approval procedures [3] Chapter 4: Investment Management - The investment management process includes five stages: screening, project initiation, review, implementation, and post-investment management [4] - Investment projects must align with national laws and company policies, and a project initiation report must be submitted for approval [5] Chapter 5: Transfer and Recovery of Investments - The company can recover investments under specific circumstances, such as project completion or bankruptcy [7] - Investment transfers are permitted if projects deviate from the company's strategic direction or show continuous losses [8] Chapter 6: Information Disclosure - The company must adhere to legal obligations for information disclosure regarding investment activities [9] - Subsidiaries are required to appoint a liaison for communication with the board regarding investment disclosures [9] Chapter 7: Supplementary Provisions - Any matters not covered by these measures will follow national laws and regulations [9] - The board of directors is responsible for interpreting these measures, which take effect upon approval by the shareholders' meeting [9]