子公司管理
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海陆重工: 子公司管理制度(2025年8月)
Zheng Quan Zhi Xing· 2025-08-25 16:31
General Provisions - The purpose of the management system is to strengthen the control over subsidiaries of Suzhou Hailu Heavy Industry Co., Ltd., standardize internal operations, and protect the rights of the company and its investors [1] - The term "subsidiary" refers to companies established by the company that have independent legal status, including wholly-owned subsidiaries and those where the company holds more than 50% of the shares or controls the board [1][2] Organizational Management - Subsidiaries must establish shareholder meetings, boards of directors, and supervisory boards according to their articles of association, with the company exercising management through participation in these meetings [4] - The company has rights proportional to its shareholding, including profit distribution, voting rights, and access to important documents [4][5] Operational Management - Subsidiaries must comply with national laws and regulations, and develop management goals aligned with the company's development plans [11] - The general manager of a subsidiary is responsible for preparing annual reports and operational plans, which must be submitted to the company's board for approval [12] Financial, Funding, and Guarantee Management - Subsidiaries must adhere to the company's unified financial management policies and submit relevant reports regularly [15] - Major expenditures and guarantees require prior approval from the company, ensuring strict control over financial activities [20][21] Investment Management - Subsidiaries can propose investment projects based on market conditions, which must be approved by the company [22] - The acquisition of fixed assets below 300,000 yuan can be decided by the subsidiary, while larger acquisitions require joint decision-making with the company's financial management [23] Information Disclosure and Reporting - Subsidiaries must report significant business and financial matters to the company's board secretary, ensuring compliance with disclosure obligations [26][27] Supervision and Audit - Subsidiaries are subject to internal and external audits to ensure compliance with management systems and financial practices [28][29] Assessment and Reward System - Subsidiaries must establish their own compensation and incentive mechanisms, subject to company review, and conduct annual assessments of their management personnel [32][33]
福然德: 福然德股份有限公司子公司管理制度(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-25 16:13
Core Points - The document outlines the management system for subsidiaries of Furande Co., Ltd, aiming to enhance control mechanisms and improve operational efficiency [1][2] - It emphasizes the importance of aligning subsidiary operations with the overall goals and long-term plans of the parent company [2][3] Group 1: General Principles - The purpose of the management system is to strengthen control over subsidiaries and protect the interests of the company and its investors [1] - The company holds the right to manage significant matters of subsidiaries while also having the obligation to provide guidance and supervision [1][2] - Subsidiaries are required to operate independently within the framework of the parent company's overall objectives [1][2] Group 2: Governance and Daily Operations - Subsidiaries must establish a sound governance structure and operational system in accordance with relevant laws and regulations [2][3] - Daily operations, investment projects, and major decisions must align with the parent company's strategic goals [2][3] - Major matters such as restructuring, mergers, and significant financial transactions require adherence to legal and procedural guidelines [2][3] Group 3: Financial Management - The financial management of subsidiaries is tasked with implementing national fiscal and tax policies while ensuring the legality and accuracy of accounting records [4][5] - Subsidiaries must follow the parent company's financial accounting standards and submit consolidated financial statements [4][5] Group 4: Auditing and Supervision - The parent company conducts regular audits of subsidiaries to assess economic efficiency and compliance with regulations [4][5] - Subsidiaries are required to cooperate with audits and implement approved audit recommendations [4][5] Group 5: Internal Information Management - The chairman or executive director of the subsidiary is responsible for providing information to the parent company [5][6] - Subsidiaries must ensure timely and accurate reporting of significant information that could impact the company's image or stock price [5][6] - Financial reports and project updates must be submitted regularly to the parent company [6][7]
广博股份: 子公司管理制度(2025年8月)
Zheng Quan Zhi Xing· 2025-08-22 16:16
General Principles - The purpose of the management system is to strengthen control over subsidiaries, standardize internal operations, protect the rights of the company and investors, and promote healthy development of subsidiaries [1][2] - Subsidiaries are defined as companies where the parent company holds more than 50% of the shares or has actual control over them [1] Corporate Governance - Subsidiaries must operate independently within the framework of the company's overall strategic goals and comply with relevant laws and regulations [3][6] - Subsidiaries are required to establish a sound governance structure and internal management systems [3][4] - Meeting proposals from subsidiaries must be submitted to the parent company for review before being organized [4][5] Financial Management - Subsidiaries must develop financial and accounting systems based on their operational characteristics and management requirements [4][11] - Financial reports must be submitted to the parent company regularly, including balance sheets and cash flow statements [4][12] - Subsidiaries are prohibited from lending funds or providing guarantees without the parent company's approval [4][14] Operational Management - Subsidiaries should create strategic plans aligned with the parent company's overall development strategy [5][18] - Any significant operational changes or emergencies must be reported to the parent company promptly [5][19] - Regular operational reports must be submitted to the parent company [5][20] Investment Management - Subsidiaries must obtain approval from their decision-making bodies for external investments, and significant transactions must be approved by the parent company's board [6][21] - Investment management procedures should be established to enhance project management and risk control [6][22] Management of Directors and Senior Executives - The parent company appoints or recommends directors and senior executives to subsidiaries based on investment ratios or agreements [7][23] - Appointed individuals must comply with laws and regulations and ensure the company's interests are protected [7][25] Audit Supervision - The parent company has the right to conduct regular or irregular audits of subsidiaries [8][27] - Subsidiaries must cooperate with audits and implement corrective actions based on audit findings [8][29] Information Disclosure - Subsidiaries are required to report significant business and financial matters to the parent company in a timely manner [9][31] - The legal representative of the subsidiary is responsible for managing and reporting information disclosure [9][34] Performance Assessment and Incentives - The company will establish performance assessment and incentive policies for subsidiaries to promote sustainable development [9][35] - Subsidiaries must create internal assessment systems for their senior management [9][36]
利君股份: 第六届董事会独立董事专门会议2025年第二次会议审核意见
Zheng Quan Zhi Xing· 2025-08-22 16:16
Group 1 - The independent directors of Chengdu Lijun Industrial Co., Ltd. held their second special meeting in 2025 on August 21, 2025, via teleconference, with all three independent directors present, complying with legal and regulatory requirements [1] - The company provided a guarantee of up to 400 million yuan for its wholly-owned subsidiary, Lijun Holdings (Singapore) Private Limited, with a balance of 279.3863 million yuan as of the reporting period, which is within the approved limit [1] - No other external guarantee matters occurred during the reporting period, nor were there any other external guarantees carried over from previous years [2] Group 2 - The company agreed to cancel and deregister its wholly-owned subsidiary, Chengdu Lijun International Intelligent Equipment Technology Co., Ltd., and change its name and business scope, which will not adversely affect the overall business development and management of the company [2]
联建光电: 子公司管理制度(2025年8月)
Zheng Quan Zhi Xing· 2025-08-21 15:12
General Overview - The document outlines the management system for subsidiaries of Shenzhen Lianjian Optoelectronics Co., Ltd, aiming to strengthen control and protect the interests of the company and its investors [1][3][4] Definitions - "Parent Company" refers to Shenzhen Lianjian Optoelectronics Co., Ltd [1] - "Subsidiary" is defined as a limited liability company or joint-stock company established by the parent company, categorized into wholly-owned, controlling, and affiliated subsidiaries based on ownership and control [1][2] - "Wholly-owned Subsidiary" is a company where the parent company holds 100% of the shares [1] - "Controlling Subsidiary" is a company where the parent company is the largest shareholder and has control over the company [2] - "Affiliated Subsidiary" is a company where the parent company holds no more than 50% of the shares and does not have control [2] Management Objectives - The company aims to establish effective control mechanisms over subsidiaries to enhance operational efficiency and risk management [3][4] Establishment and Deregistration Management - Subsidiaries must comply with national laws and align with the company's strategic goals to avoid unregulated investments [7] - The establishment of subsidiaries requires investment justification and approval from the company's management [8][9] - Documentation related to the establishment or deregistration of subsidiaries must be submitted to the company within one month [11] Management of Shareholder Representatives - Subsidiaries are required to establish a sound governance structure and internal management systems [13] - The company appoints representatives to oversee subsidiaries, ensuring compliance with laws and regulations [14][15] - Appointed representatives must report on the subsidiary's operations and ensure adherence to the company's strategic objectives [17][21] Daily Operations and Information Disclosure - Subsidiaries must establish internal control systems and report operational issues to the parent company [25][26] - Annual operational plans and financial budgets must be submitted for approval [27] - Subsidiaries are required to report any legal disputes and significant operational changes to the parent company [29][30] Financial Management - Subsidiaries must adhere to national financial policies and ensure accurate accounting practices [41][42] - Financial reports must be submitted regularly, and any external borrowing or guarantees require prior approval [45] Internal Audit Supervision - The company conducts regular audits of subsidiaries to ensure compliance and operational integrity [46][47] Investment Management - Subsidiaries must align their development plans with the parent company's strategic framework [52] - Investment projects require feasibility studies and must be approved by the appropriate decision-making bodies [53][54] Management of Affiliated Subsidiaries - The management provisions primarily apply to wholly-owned and controlling subsidiaries, with specific guidelines for affiliated subsidiaries [57][58] Investment Returns and Guarantee Management - The company must collect dividends from subsidiaries and adhere to regulations regarding guarantees [61][62] Changes in Investment Management - Changes in subsidiary investments must align with the company's strategic objectives and require proper documentation and approval [63][64]
佐力药业: 子公司管理制度(2025年8月)
Zheng Quan Zhi Xing· 2025-08-19 16:34
浙江佐力药业股份有限公司 子公司管理制度 第一章 总则 第一条 为了进一步规范浙江佐力药业股份有限公司(以下简称"母公司") 及其子公司的组织行为,确保子公司规范、高效、有序地运作,促进子公司健康 发展,提高公司整体资产运营质量,维护公司和各投资人的合法权益,根据《中 华人民共和国公司法》 (以下简称"《公司法》")等法律、法规、规章、规范性文 件及《公司章程》的有关规定,结合经营发展的实际需要,特制定本制度。 第二条 本制度所称子公司是指纳入公司合并报表范围内的、被公司控股或 实际控制的被投资公司。 第三条 公司主要通过委派董事、监事、高级管理人员和日常监管两种方式 对子公司进行管理。 第四条 加强对子公司的管理,旨在建立有效的控制机制,对公司的组织、 资源、资产、投资等和公司的运作进行风险控制,提高公司整体运作效率和抗风 险能力。 第七条 公司派出人员在子公司的职责: (一)依法行使相关权利,承担相关管理责任; (二)督促子公司认真遵守国家有关法律、法规的规定,依法经营,规范运 作; (三)协调公司与子公司之间的有关工作; (四)保证公司发展战略、董事会及股东会决议的贯彻执行; (五)忠实、勤勉、尽职尽责 ...
宜通世纪: 子公司管理制度(2025年08月)
Zheng Quan Zhi Xing· 2025-08-15 16:14
Core Points - The document outlines the management system for subsidiaries of Yitong Century Technology Co., Ltd, aiming to enhance internal operations and protect the interests of the company and its investors [1][2] - The system applies to subsidiaries where the company holds more than 50% of the shares or can control the board of directors [1][2] - The management principles focus on establishing effective control mechanisms, risk management, and improving operational efficiency [1][2] Group 1: Basic Principles of Subsidiary Management - Subsidiaries must adhere to the management system and establish control mechanisms for their subordinate enterprises [2] - Company-appointed directors and senior management in subsidiaries are responsible for the effective execution of this system [2][3] - Subsidiaries operate independently under the overall strategic framework set by the company while being supervised by the company's executive office [2][3] Group 2: Responsibilities and Authority of Directors and Senior Management - Directors and senior management of subsidiaries must act in accordance with laws and regulations, ensuring compliance and operational integrity [3][4] - They are responsible for reporting operational conditions and significant matters to the company [4][5] - The board of directors in subsidiaries must verify shareholder contributions and ensure timely compliance [4][5] Group 3: Operational Decision-Making and Risk Management - Subsidiaries must align their operational plans with the company's strategic goals [5][6] - The company sets annual business targets for subsidiaries, which must be executed by the subsidiary management [5][6] - Any significant transactions or investments must be submitted for company board approval [5][6] Group 4: Compliance and Governance - Subsidiaries are required to establish a governance structure and internal management systems in compliance with laws and regulations [6][7] - They must hold regular meetings and provide accurate information regarding their operational performance [6][7] - Transactions must be carefully assessed for potential conflicts of interest and reported accordingly [7][8] Group 5: Financial Management - Subsidiaries' financial departments are under the guidance and supervision of the company's financial department [9][10] - They must adhere to national financial management policies and submit financial reports for auditing [9][10] - Strict controls on transactions with related parties are mandated to prevent non-operational resource occupation [10][11] Group 6: Investment Management - Subsidiaries can invest in projects based on market conditions and must conduct thorough feasibility studies [11][12] - They are required to report on the progress of approved investment projects quarterly [11][12] - Any financial investments must be approved by the subsidiary's shareholders and the company [12][13] Group 7: Information Disclosure and Reporting - Subsidiaries must comply with the company's information disclosure policies and report significant business and financial matters promptly [13][14] - The legal representative of the subsidiary is responsible for information management [13][14] - Major operational losses or legal issues must be reported within one day [14][15] Group 8: Audit and Supervision - The company conducts regular internal audits of subsidiaries, which must cooperate fully with the audit process [15][16] - Audit findings must be implemented by the subsidiaries without delay [15][16] - The compliance and risk control department is responsible for overseeing the audit activities [15][16]
东方电缆: 宁波东方电缆股份有限公司分、子公司管理制度(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-14 16:38
Core Viewpoint - The document outlines the management and operational guidelines for subsidiaries and branches of Ningbo Dongfang Cable Co., Ltd, emphasizing the importance of effective control mechanisms to enhance operational efficiency and risk management [1][2]. Management Structure - The company and its subsidiaries are equal legal entities, with the company holding shareholder rights over subsidiaries based on its equity stake [2]. - Subsidiaries operate independently within the framework of the company's overall objectives while adhering to company regulations [2][3]. - The investment management department is responsible for overseeing subsidiary affairs, including feasibility studies for establishment and termination, and monitoring significant events [3][4]. Responsibilities of Appointed Personnel - Shareholder representatives, including directors and senior management, must adhere to specific qualifications and responsibilities to protect company interests [5][6]. - Procedures for appointing and changing shareholder representatives are clearly defined, ensuring compliance with company regulations [6][7]. Operational Management - Subsidiaries must operate within their registered business scope and establish sound management systems, which are subject to company oversight [9][11]. - The company retains the right to review subsidiary meeting records and financial documents to ensure compliance and alignment with corporate strategy [9][11]. Financial Management - Subsidiaries are required to follow a unified accounting system, with specific reporting timelines for financial statements to the company [11][12]. - Profit distribution plans from subsidiaries must be approved by the company's investment management department [11]. Major Decision Management - Significant decisions made by subsidiaries must be reported to the company, and certain actions require prior approval from the company [12][13]. - Subsidiaries can propose investment projects, which must undergo a structured approval process involving the company [13]. Information Disclosure - The chairman of the subsidiary is responsible for information disclosure, ensuring timely and accurate reporting of significant information to the company [14]. - Subsidiaries must maintain confidentiality regarding sensitive information and adhere to the company's disclosure policies [14]. Internal Audit and Supervision - The company conducts regular audits of subsidiaries to assess economic efficiency and compliance with regulations [15]. - Subsidiaries are required to cooperate with audit processes and implement recommendations from the company [15]. Document Management - A two-tiered management system for document security and completeness is established, requiring subsidiaries to submit relevant documents to the company [16][17].
达实智能: 《子公司管理制度》(2025年8月)
Zheng Quan Zhi Xing· 2025-08-14 09:14
General Principles - The company establishes a management system for its subsidiaries to ensure their standardized, efficient, and orderly operation, promoting healthy development and improving overall asset operation quality [2][3] - The term "subsidiary" refers to companies where the company holds more than 50% of the shares or can control the board of directors through other means [2] - The company and its subsidiaries maintain an equal legal relationship, with the company entitled to shareholder rights and obligations to guide and supervise the subsidiaries [2][3] Organizational Management - The company manages subsidiaries through their shareholder meetings, appointing or electing directors and supervisors [3][4] - Directors and supervisors appointed by the company must act in accordance with the subsidiary's articles of association and report to the company's shareholder meeting [4][5] - Senior management personnel of subsidiaries must fulfill their responsibilities and report operational and financial conditions to the company [4][5] Financial Management - The company's financial department provides guidance and supervision over the subsidiaries' accounting and financial management [5][6] - Subsidiaries must prepare comprehensive budgets and financial reports, adhering to the company's financial management system [6][7] - Financial reports submitted by subsidiaries must include annual budgets, operational reports, and various financial statements [6][7] Operational Decision Management - Subsidiaries' operational plans must align with the company's overall development strategy [7][8] - Annual work reports and operational plans must be prepared by the subsidiary's general manager and approved by the shareholder meeting [7][8] - Investment projects must undergo thorough evaluation and approval processes to maximize investment efficiency [7][8] Information Management - Subsidiaries must establish information disclosure management systems and report significant operational and financial matters to the company [9][10] - Major matters requiring company approval must be reported to the company's board before submission to the subsidiary's board [9][10] - Subsidiaries must maintain confidentiality regarding undisclosed information [11] Inspection and Assessment - The company conducts regular audits of subsidiaries, focusing on financial audits and compliance with internal control systems [11][12] - Subsidiaries must cooperate with audits and implement approved audit recommendations [12][13] - Performance assessments of subsidiaries are based on operational targets, with rewards and penalties determined at year-end [12][13]
日久光电: 子公司管理制度
Zheng Quan Zhi Xing· 2025-08-11 16:17
Group 1 - The company establishes a management system for its subsidiaries to enhance governance, protect investor rights, and promote healthy development [1] - Subsidiaries are defined as independent legal entities, including wholly-owned and controlling subsidiaries [1] - The relationship between the company and its subsidiaries is one of equal legal status, with the company holding shareholder rights and responsibilities for guidance and supervision [2] Group 2 - Subsidiaries must operate independently while adhering to the company's overall objectives and governance structures [2][3] - Subsidiaries are required to provide timely and accurate information regarding their operational performance and financial status to the company [3] - A strict document management system must be established by subsidiaries to safeguard important corporate documents [3] Group 3 - The company is responsible for recommending or appointing directors and senior management for its subsidiaries [4] - Appointed personnel must comply with legal obligations and act in the best interests of both the company and the subsidiaries [4][5] - Subsidiaries must establish standardized labor and personnel management systems [5] Group 4 - Subsidiaries are required to follow the company's financial management policies and submit financial reports in a timely manner [5][6] - The company’s finance department oversees the financial management of subsidiaries, ensuring compliance with accounting standards [5][6] - Financial reports submitted by subsidiaries must include balance sheets, income statements, and cash flow statements [6] Group 5 - Subsidiaries must adhere to the company's investment decision-making processes and management systems [7] - Major transactions, such as asset purchases or sales, must be submitted for approval to the company's board of directors [7] - Any actions taken beyond authorized limits that result in losses will lead to disciplinary measures against responsible personnel [7] Group 6 - The chairman or executive director of the subsidiary is responsible for information disclosure management [8] - Subsidiaries must report significant events to the company’s board secretary, including major transactions and changes in corporate structure [8][9] - Media interviews must be approved by the company to prevent unauthorized disclosure of sensitive information [9] Group 7 - The company conducts regular audits of its subsidiaries to ensure compliance with financial and operational standards [10] - Subsidiaries must cooperate fully during audits and provide all necessary documentation [10] - Audit findings must be addressed promptly, with corrective action plans submitted to the company [10]