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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]
亚世光电: 对外投资管理制度
Zheng Quan Zhi Xing· 2025-06-26 16:30
Core Points - The document outlines the external investment management system of Asia Optical (Group) Co., Ltd, aiming to regulate investment behavior, control risks, and enhance investment efficiency [1][2] - The investment management principles emphasize compliance with national policies, resource allocation, risk prevention, and maximizing shareholder value [1][3] Group 1: Investment Approval Process - The company implements a hierarchical approval system for external investments, requiring decisions from the shareholders' meeting, board of directors, and chairman [3][8] - Specific investment transactions exceeding certain thresholds must be approved by the board and, in some cases, the shareholders' meeting [4][5] - The thresholds for board approval include transactions exceeding 10% of audited annual revenue or net profit, with absolute amounts specified [5][6] Group 2: Organizational Management - The shareholders' meeting, board of directors, and chairman are the decision-making bodies for external investments, with no other departments or individuals authorized to make such decisions [8][9] - The president is responsible for coordinating investment projects and may establish an investment review team for project oversight [9][10] Group 3: Financial Management and Auditing - The finance department is tasked with comprehensive financial management of external investments, ensuring proper accounting practices are followed [28][29] - Annual checks and audits of investment projects are mandated to maintain oversight of financial health and compliance [30][31] Group 4: Investment Transfer and Recovery - The company can recover investments under specific circumstances, such as project completion or financial insolvency [33][34] - Investment transfers must be decided by the board or chairman, with a requirement for fair pricing and potential third-party evaluations [36][38] Group 5: Monitoring and Supervision - The investment department is responsible for tracking investment performance and reporting any issues to the president or board [39] - The auditing department conducts oversight of investment activities, focusing on compliance with approval processes and financial integrity [40][41]
海量数据: 海量数据对外投资管理制度
Zheng Quan Zhi Xing· 2025-06-26 16:23
北京海量数据技术股份有限公司 对外投资管理制度 目 录 北京海量数据技术股份有限公司 对外投资管理制度 北京海量数据技术股份有限公司 对外投资管理制度 二零二五年六月 北京海量数据技术股份有限公司 对外投资管理制度 第一章 总则 第一条 为加强北京海量数据技术股份有限公司(以下简称"公司")投资的决策 与管理,保证对外投资活动的规范性、合法性和效益性,切实保护公司和投资者的利益, 根据《中华人民共和国公司法》 (以下简称"《公司法》")、 《中华人民共和国证券法》 (以 下简称"《证券法》")、《上海证券交易所上市公司自律监管指引第 1 号——规范运作》 《上海证券交易所股票上市规则》等法律、法规、规范性文件的相关规定和《北京海量 数据技术股份有限公司章程》(以下简称"《公司章程》")的规定,制定本制度。 第二条 本制度所称投资,是指根据有关国家法律法规的规定,以获取未来收益为 目的,公司以货币出资,或将权益、股权、技术、债权、厂房、设备、土地使用权等实 物或无形资产作价出资依照本制度第三条规定的形式进行投资的经济行为。 公司通过收购、置换、出售或其他方式导致公司对外投资的资产增加或减少的行为 也适用于本制度 ...
ST东时: 对外投资管理制度
Zheng Quan Zhi Xing· 2025-06-25 19:45
东方时尚驾驶学校股份有限公司 第一章 总则 第一条 为规范东方时尚驾驶学校股份有限公司(以下简称"公司")的对 外投资行为,有效控制公司对外投资风险,提高对外投资效益,保障公司对外投 资保值、增值,维护公司和股东的利益,根据《中华人民共和国公司法(2023 修订)》(以下简称"《公司法》")《中华人民共和国证券法(2019 修订)》 《上海证券交易所股票上市规则(2025 年 4 月修订)》等法律法规、规范性文 件及《东方时尚驾驶学校股份有限公司章程》(以下简称"《公司章程》")的 有关规定,制定本制度。 (四)出售上述对外投资形成的股权或权益; (五)法律、法规允许且公司业务发展需要的其他对外投资。 第四条 公司及公司合并报表范围内子公司的对外投资决策均受本制度规 制。 第五条 投资管理应遵循的基本原则: (一)遵循国家法律、法规的规定及产业政策; (二)符合《公司章程》等法人治理制度的规定及公司总体发展战略; 第二条 制定本制度旨在建立有效的管理机制,对公司在组织资源、资产、 投资等经营运作过程中进行效益促进和风险控制,保障资金运营的收益性和安全 性,提高公司的盈利能力和抗风险能力。 第三条 本制度所称对 ...
鸿远电子: 鸿远电子对外投资管理办法
Zheng Quan Zhi Xing· 2025-06-20 10:46
Core Viewpoint - The document outlines the external investment management measures of Beijing Yuanliuhongyuan Electronic Technology Co., Ltd., aiming to standardize investment decision-making processes, enhance management and supervision, control investment risks, and improve investment returns [1]. Group 1: General Principles - The external investment refers to various forms of investment activities made by the company to obtain future returns, categorized into short-term and long-term investments [1][2]. - Short-term investments are defined as those that can be liquidated or held for no more than one year, including stocks, bonds, funds, and trusts [1]. - Long-term investments are those with a duration exceeding one year, including long-term bonds, equity investments, and other forms of investment [1]. Group 2: Organizational Management - The investment decisions are made by the shareholders' meeting, board of directors, and general manager within their respective authority [2]. - The board of directors' strategy and ESG committee is responsible for coordinating and organizing the analysis and research of external investment projects [2][3]. - The general manager is the primary responsible person for implementing external investments, overseeing personnel, finances, and materials, and reporting progress to the board [2][3]. Group 3: Approval Authority and Decision-Making Process - External investment matters reaching certain thresholds must be approved by the board and submitted to the shareholders' meeting for review [4][5]. - Specific thresholds include investments involving total assets exceeding 50% of the company's audited total assets or profits exceeding 50% of the audited net profit [4][5]. - Investments not meeting these thresholds can be approved by the general manager [6]. Group 4: Implementation and Management - Prior to investment, market research and feasibility analysis must be conducted, with significant projects requiring third-party evaluations [8][9]. - Legal reviews of investment contracts are mandatory before signing to protect the company's interests [9]. - The financial department is responsible for comprehensive financial records and accounting for each investment project [11][12]. Group 5: Recovery or Transfer of Investments - The company can recover investments under specific circumstances, such as project completion or bankruptcy of the invested entity [37][38]. - Prior to transferring investments, a written analysis report must be prepared, and the approval process mirrors that of initial investments [39].
雷柏科技: 对外投资管理制度(2025年6月)
Zheng Quan Zhi Xing· 2025-06-20 09:30
Core Viewpoint - The document outlines the external investment management system of Shenzhen Rapoo Technology Co., Ltd., aiming to standardize investment behavior, reduce risks, and ensure asset preservation and appreciation [2][3]. Group 1: General Principles - The external investment refers to the company's investment activities aimed at profit generation through various means, including monetary funds, physical assets, and intangible assets [2]. - The system applies to the company and its wholly-owned and controlling subsidiaries, requiring prior approval from relevant decision-making bodies before implementation [3]. Group 2: Approval Authority for External Investments - Investments that meet certain thresholds, such as involving over 50% of the company's audited total assets or net assets, require approval from the shareholders' meeting [5]. - Specific thresholds include transactions where the asset's net amount exceeds 50% of the company's audited net assets or where the transaction amount exceeds 50% of the audited net assets with a minimum of 50 million yuan [5][7]. Group 3: Decision Management and Execution - The company's shareholders' meeting and board of directors serve as decision-making bodies for external investments, with the board office managing implementation [11]. - The finance department is responsible for budgeting, funding, accounting, and payment procedures related to external investments [16]. Group 4: Transfer and Recovery of Investments - The company can recover investments under specific circumstances, such as project completion or bankruptcy of the invested entity [13]. - Transfers of investments are permissible when projects deviate significantly from the company's operational direction or show continuous losses [13][15]. Group 5: Reporting and Information Disclosure - The company must adhere to legal and regulatory requirements for information disclosure regarding external investments [27]. - Subsidiaries are required to follow the company's information disclosure management system and report significant matters promptly [28].
科力装备: 对外投资管理办法
Zheng Quan Zhi Xing· 2025-06-13 08:32
Core Viewpoint - The document outlines the external investment management measures of Hebei Keli Automotive Equipment Co., Ltd., aiming to strengthen internal controls, standardize investment behaviors, mitigate risks, and enhance investment efficiency [1][3]. Group 1: Definition and Scope of External Investment - External investment refers to the act of the company investing monetary funds, equity, physical assets, or intangible assets into other organizations or individuals for future returns [1][2]. - The investment includes but is not limited to securities investment, entrusted financial management, and futures and derivatives trading [2]. Group 2: Investment Decision-Making - The decision-making bodies for external investments are primarily the shareholders' meeting and the board of directors, with specific thresholds for when investments must be submitted for approval [3][4]. - Investments exceeding certain thresholds, such as 50% of the previous year's audited revenue or net profit, must be approved by the shareholders' meeting [4]. Group 3: Regulations on Securities Investment - Securities investment must adhere to legal, prudent, and effective principles, with a focus on risk control and investment efficiency [7][9]. - The company cannot use raised funds for securities investment and must ensure that all securities are recorded under the company's name [15][19]. Group 4: Regulations on Entrusted Financial Management - The company can estimate the scope, amount, and duration of entrusted financial management for the next 12 months, with specific thresholds for board and shareholder approval [8][9]. - The company must select qualified financial institutions for entrusted management and cannot use this method to circumvent necessary approval processes [8][9]. Group 5: Regulations on Futures and Derivatives Trading - The company must prepare feasibility analysis reports for futures and derivatives trading, with certain transactions requiring shareholder approval [9][10]. - The company is prohibited from using raised funds for futures and derivatives trading and must establish internal control systems for these activities [10][11]. Group 6: Tracking and Supervision - The company is responsible for tracking the performance of external investment projects and must report to the board on the implementation status [18][19]. - The audit committee and audit department are tasked with supervising external investment activities, ensuring compliance with regulations and internal policies [19][20].