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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
福然德股份有限公司 ??第一条 为加强对子公司的管理,维护公司和全体投资者利益,根据《中华 人民共和国公司法》(以下简称" 《公司法》")、《上海证券交易所股票上市规则》 子公司管理制度 第一章总则 ??第二条 本制度所称本公司系指福然德股份有限公司;子公司系指本公司投 资控股或实质控股的公司。 ??第三条 加强对子公司的管理,旨在建立有效的控制机制,对本公司的组织、 资源、资产、投资等事项和规范运作进行风险控制,提高本公司整体运作效率和 抗风险能力。 ??第四条 本公司依据对子公司资产控制和规范运作要求,行使对子公司的重 大事项进行管理的权利。同时,负有对子公司指导、监督和相关服务的义务。 ??第五条 子公司在本公司总体方针目标框架下,独立经营和自主管理,合法 有效的运作企业法人财产。同时,应当执行本公司对子公司的各项制度规定。 ??第六条 本公司董事会代表本公司对子公司行使股东权力。包括: ??(一)子公司董事候选人、股东代表监事候选人、董事长候选人、监事会主 席候选人的提名权; ??第八条 子公司应当依据《公司法》及有关法律法规的规定,建立健全的法 人治理结构和运作制度。 ??第九条 子公司日常生产经营 ...
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
江苏日久光电股份有限公司 第一章 总则 第四条 公司与子公司之间是平等的法人关系。母公司以其持有的股权份额, 依法对子公司享有资产收益、重大事项的决策、选择管理者、股份处置等股东权 利,并负有对子公司指导、监督、服务等义务。 第五条 子公司在公司总体方针目标框架下,独立经营和自主管理,合法有 效的运作企业法人财产,建立健全法人治理结构和运作制度。同时,应当执行公 司对子公司的各项制度规定。 第六条 对本公司及其子公司下属分公司、办事处等分支机构的管理控制, 应比照执行本制度规定。 第二章 规范运作 第七条 在公司总体目标框架下,子公司应当依据《公司法》及有关法律法 规和子公司的公司章程的有关规定,结合自身特点,建立健全法人治理结构和内 部控制制度。 第八条 子公司应根据自身实际情况依法设立董事会或执行董事、监事会或 第九条 子公司应按照其章程规定召开股东会、董事会或监事会。会议记录 和会议决议须有到会董事、股东或授权代表、监事签字。 第一条 为加强对江苏日久光电股份有限公司(以下简称"本公司"、"公 司"、"母公司")子公司的管理,规范内部运作机制,维护公司和投资者合法 权益,促进规范运作和健康发展,根据《中 ...
浙江华业: 14-子公司管理制度
Zheng Quan Zhi Xing· 2025-08-11 13:18
Core Viewpoint - The management system for subsidiaries of Zhejiang Huaye Plastic Machinery Co., Ltd. aims to strengthen control over subsidiaries, ensuring alignment with the company's overall strategic direction and effective risk management while protecting the rights of the company and its investors [2]. Group 1: General Principles - The management system is established in accordance with relevant laws and regulations, including the Company Law and Securities Law of the People's Republic of China [2]. - Subsidiaries are defined as independent legal entities established to enhance the company's competitiveness, including wholly-owned subsidiaries and those where the company holds more than 50% of the shares [2][3]. - The company must ensure that subsidiaries do not acquire shares of the company itself and must dispose of any shares held due to mergers or other reasons [3]. Group 2: Management Principles - The management of subsidiaries follows principles such as strategic alignment, equal legal status, independent daily operations, approval for significant transactions, standardized operations, and internal supervision [3]. - The company has the obligation to guide and supervise subsidiaries while enjoying rights related to investment returns and major decision-making [3]. Group 3: Establishment and Deregistration of Subsidiaries - The establishment of subsidiaries must comply with national laws and align with the company's strategic planning, avoiding blind expansion [5][6]. - Any external investments made by subsidiaries to establish new subsidiaries must also follow the company's investment management procedures [6]. Group 4: Governance Structure - Subsidiaries must establish a governance structure that includes a shareholders' meeting, board of directors, and supervisory board, as per legal requirements [12]. - The company can appoint directors and senior management to oversee subsidiaries, ensuring compliance with governance standards [12]. Group 5: Daily Operations and Information Disclosure - Subsidiaries are responsible for their daily operations, with significant decisions requiring board approval [20]. - Major events occurring within subsidiaries are treated as significant events for the company, necessitating adherence to information disclosure regulations [22]. Group 6: Financial and Audit Management - Subsidiaries must follow the company's unified financial management system, with the finance department overseeing accounting and financial management [30]. - Regular financial reports must be submitted to the company for analysis, and the internal audit department is responsible for auditing subsidiary operations [30][33]. Group 7: Human Resource Management - The company appoints directors and senior management to subsidiaries based on contractual agreements, ensuring compliance with legal and company regulations [34]. - Subsidiary management must adhere to legal obligations and company policies, with penalties for violations [12].