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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 ...
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]