子公司管理制度
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鼎信通讯: 鼎信通讯子公司管理制度(2025年8月)
Zheng Quan Zhi Xing· 2025-08-25 17:31
Core Viewpoint - The document outlines the management and operational guidelines for subsidiaries of Qingdao Dingxin Communication Co., Ltd, emphasizing risk control, investor protection, and compliance with relevant laws and regulations. Group 1: General Principles - The purpose of the management system is to strengthen control over subsidiaries, effectively manage operational risks, and protect investors' rights [1] - Subsidiaries are defined as companies where the parent company holds more than 50% of the shares or can control the board of directors [1] - The management aims to establish effective control mechanisms to enhance operational efficiency and risk resilience [1] Group 2: Organizational Management - The company exercises shareholder rights through appointing or recommending directors and senior management to subsidiaries [2] - Subsidiaries must operate independently while adhering to the parent company's policies and regulations [2] - The company has the right to appoint or recommend board members and senior management, with adjustments made as necessary [7] Group 3: Financial Management - The financial center of the company provides guidance and supervision over the accounting and financial management of subsidiaries [4] - Subsidiaries must comply with unified financial management policies and report their financial status regularly [5] - Financial activities must be transparent, with strict prohibitions against unauthorized investments or fund misappropriation [5] Group 4: Operational and Investment Decision Management - Subsidiaries must comply with national laws and the parent company's overall development plans when conducting business activities [18] - All significant external investments and financing must be reported to the parent company for approval [21] - Investment activities should focus on core business areas and adhere to principles of legality, prudence, and effectiveness [22] Group 5: Major Decision-Making and Information Reporting - Subsidiaries are required to report significant business and financial matters that could impact the company's securities [26] - Designated personnel must ensure timely and accurate reporting of information that may affect the company's stock prices [28] - Cooperation with the parent company is mandatory for updates on major matters [29] Group 6: Internal Audit and Supervision - The company conducts regular audits of subsidiaries, focusing on financial audits and compliance with internal control systems [30] - Subsidiaries must cooperate with audit processes and provide necessary documentation [31] - Any non-compliance with audit recommendations must be rectified promptly [32] Group 7: Administrative Affairs and Document Management - Administrative affairs of subsidiaries are managed by the company's administrative center [33] - Important documents and changes must be reported and updated with the parent company [34] - Significant agreements and contracts must be archived and reported to relevant departments [35] Group 8: Performance Evaluation and Incentive Mechanisms - The company establishes performance evaluation and incentive mechanisms to motivate subsidiary management [38] - Performance assessments are based on achieving operational goals and individual contributions [40] - Middle and lower-level employee evaluations are determined by subsidiary management and reported to the parent company [41] Group 9: Miscellaneous Provisions - Subsidiaries located outside mainland China must comply with local laws and regulations [42] - Any conflicts between this system and national laws will be resolved in favor of the latter [44] - The board of directors is responsible for interpreting and amending this system [45]
中岩大地: 子公司管理制度
Zheng Quan Zhi Xing· 2025-08-25 17:19
Core Points - The document outlines the management control system for subsidiaries of Beijing Zhongyan Dadi Technology Co., Ltd, aiming to enhance internal operations and protect the rights of the company and its investors [1] Group 1: General Principles - The system is established to strengthen management control over subsidiaries and ensure compliance with relevant laws and regulations [1] - Subsidiaries are defined as entities where the company holds more than 50% of the shares or has actual control over them [1] - The company will manage subsidiaries through governance, financial management, operational management, and other aspects [1] Group 2: Corporate Governance - Subsidiaries must operate independently within the framework of the company's overall strategic goals and comply with legal regulations [2] - Subsidiaries are required to establish a sound governance structure and internal management systems [2] - Meeting proposals must be submitted to the company for approval before convening shareholder or board meetings [2][3] Group 3: Financial Management - Subsidiaries must develop financial and accounting systems based on their operational characteristics and comply with accounting standards [4] - Financial reports must be submitted to the company in a timely manner, including operational reports and financial statements [4][5] - Subsidiaries are prohibited from lending funds or providing guarantees without company approval [5] Group 4: Operational Management - Subsidiaries should develop strategic plans aligned with the company's overall development and submit annual work reports and budgets for approval [6] - Any significant operational changes must be reported to the company promptly [6] - External investments by subsidiaries require approval from the company's board or shareholders [6] Group 5: Management of Directors and Executives - The company appoints or recommends directors and senior executives to subsidiaries based on investment ratios or agreements [7] - The responsibilities of appointed directors include ensuring compliance with laws and coordinating between the company and subsidiaries [8] Group 6: Audit Supervision - The company has the right to conduct regular or irregular audits of subsidiaries, covering various aspects such as financial status and internal controls [9] - Subsidiaries must cooperate with audits and implement corrective actions as required [9] Group 7: Information Disclosure - Subsidiaries must report significant business and financial matters to the company in a timely manner [10] - The legal representative of the subsidiary is responsible for managing information disclosure [11] Group 8: Performance Assessment and Rewards - The company will establish performance assessment and incentive policies for subsidiaries to promote sustainable development [12] - Subsidiaries must create internal assessment systems for their senior management and implement rewards and penalties based on performance [13]
比依股份: 子公司管理制度(2025年8月)
Zheng Quan Zhi Xing· 2025-08-25 16:34
Core Points - The document outlines the management system for subsidiaries of Zhejiang Biyi Electric Appliance Co., Ltd, aiming to ensure standardized operations and protect investors' rights [1][2][3] Group 1: General Principles - The management system is established to clarify the responsibilities and rights of the parent company and its subsidiaries, ensuring efficient and orderly operations [1] - Subsidiaries are defined as independent legal entities established by the parent company based on strategic planning and business needs [1] Group 2: Governance of Subsidiaries - Subsidiaries must establish shareholder meetings, boards of directors, and supervisory boards as per legal requirements [2] - The board of directors should consist of a majority of members recommended by the parent company [2][3] Group 3: Operational Management - Subsidiaries must comply with national laws and regulations while aligning with the parent company's strategic goals [5] - Annual operational plans must be prepared by the subsidiary's general manager, including key economic indicators and financial plans [5] Group 4: Financial and Fund Management - Subsidiaries are required to follow national financial policies and maintain accurate accounting records [7] - The parent company's finance department oversees the financial management of subsidiaries, including monitoring fund operations [7][8] Group 5: Investment Management - Subsidiaries can propose investment projects based on market conditions, ensuring they follow legal and prudent principles [10] - Investment project decisions require feasibility studies and approval processes, with regular progress reports to the parent company [10] Group 6: Information Disclosure - Subsidiaries must report significant business and financial matters to the parent company in a timely manner [11] - There is a confidentiality obligation regarding undisclosed information that may impact the parent company's stock price [11] Group 7: Supervision and Audit - Subsidiaries must cooperate with the parent company in external audits and internal assessments of financial and operational compliance [12] - The audit scope includes compliance with laws, internal control systems, and financial performance [12] Group 8: Assessment and Penalties - A mechanism to motivate and constrain the management and staff of subsidiaries is required to align responsibilities and benefits [13] - The parent company can impose penalties on subsidiary management for failing to fulfill their duties [13]
创力集团: 创力集团子公司管理制度(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-22 11:14
General Principles - The management system aims to standardize the organizational behavior of subsidiaries, clarify property rights and management responsibilities, and ensure safe and efficient operations of subsidiaries [1][2] - The system is based on relevant laws and regulations, including the Company Law and Securities Law of the People's Republic of China [1] Definition of Subsidiaries - Subsidiaries include wholly-owned and controlled subsidiaries that are legally established and have independent legal status [1] - The definition encompasses various forms of ownership and control, including direct and indirect holdings [1] Relationship Between Parent Company and Subsidiaries - The parent company and subsidiaries maintain an equal legal relationship, with the parent company exercising shareholder rights through appointed directors and supervisors [2] - Subsidiaries are required to operate according to the standards of listed companies and align their development strategies with the parent company's overall strategy [2][4] Operational Norms - Subsidiaries must hold shareholder meetings, board meetings, and supervisory meetings as per their articles of association [3][4] - Timely and accurate reporting of operational performance and financial status to the parent company is mandatory [4] Human Resources and Compensation Management - The parent company appoints or recommends directors and senior management for subsidiaries, with specific responsibilities outlined for each role [5][6] - Compensation for subsidiary management must be approved by the parent company, ensuring alignment with overall corporate governance [6][22] Financial Management - Subsidiaries are required to develop financial management systems that comply with national laws and regulations, subject to parent company review [9][10] - Financial reports must be prepared monthly and annually, with specific deadlines for submission to the parent company [12][32] Major Business Decision Management - Subsidiaries must report significant changes in industry policies or market conditions that could impact their operations [14] - Major investments and financing activities require prior approval from the parent company, ensuring alignment with corporate strategy [15][16] Internal Audit and Supervision - An internal audit department is established to oversee compliance and performance within subsidiaries, with regular audits conducted [19][20] - Subsidiaries must cooperate with audits and provide necessary documentation [20] Information Management - Subsidiaries are responsible for timely disclosure of information as per the parent company's disclosure management policies [47][48] - The legal representative of the subsidiary is accountable for information management and reporting [48] Archive and Asset Management - Subsidiaries must maintain comprehensive records of important documents and ensure the security of intangible assets [57][58] - Proper management of intellectual property and commercial secrets is mandated to protect corporate interests [61][62]
东贝集团: 湖北东贝机电集团股份有限公司子公司管理制度(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-21 16:58
Core Viewpoint - The document outlines the management system for subsidiaries of Hubei Dongbei Electromechanical Group Co., Ltd., aiming to enhance operational efficiency, risk resistance, and protect the interests of the company and its shareholders [1]. Group 1: General Provisions - The management system is established to strengthen the control over subsidiaries, ensuring standardized operations and healthy development [1]. - Subsidiaries are defined as independent legal entities established or invested in by the company to enhance core competitiveness and sustainability [1]. Group 2: Management of Subsidiaries - The system applies to subsidiaries and other companies controlled by them, requiring effective management and supervision [2]. - The company retains rights to participate in major decision-making based on its investment in subsidiaries and must collect cash dividends without waiving rights [2]. Group 3: Operational Norms - Subsidiaries must establish a legal governance structure and internal management systems in line with laws and regulations [3]. - Full subsidiaries may not need a board of directors, while controlled subsidiaries must have a board with a majority of directors recommended by the company [3][4]. Group 4: Personnel Management - The company appoints representatives and recommends directors and senior management for subsidiaries to ensure effective management [6]. - Appointed personnel must adhere to legal obligations and act in the company's best interests, reporting on subsidiary operations regularly [6][7]. Group 5: Financial Management - Subsidiaries must follow unified financial management policies and report financial activities to the company's finance department [8][9]. - Any external guarantees by subsidiaries require prior approval from the company [9]. Group 6: Performance Evaluation - The company implements a performance evaluation system for subsidiary directors and senior management to promote sustainable development [12]. - Subsidiaries are required to establish their own performance assessment and reward systems, which must be reported to the company's human resources department [12].
锡南科技: 子公司管理制度
Zheng Quan Zhi Xing· 2025-08-21 08:19
Core Points - The document outlines the regulations and management practices for Wuxi Xinan Technology Co., Ltd. and its subsidiaries, emphasizing the need for compliance with relevant laws and internal governance structures [1][2][3] Group 1: General Provisions - The company establishes this system to enhance the standardized operation of its subsidiaries and protect the rights of the company and its shareholders [1] - Subsidiaries are defined as independent legal entities established to improve the company's competitiveness, including wholly-owned and controlling subsidiaries [1][2] - The company’s securities affairs department is designated to manage subsidiary affairs and exercise shareholder rights [2] Group 2: Management Norms - The company exercises supervisory management rights over subsidiaries as a controlling shareholder, while also being obligated to provide guidance and support [3] - Subsidiaries must report significant business and financial matters to the company in a timely manner, adhering to established authorization protocols [3][4] Group 3: Operational and Investment Decision Management - Subsidiaries must align their operational and development plans with the company's overall strategy [5] - The company sets annual economic targets for subsidiaries, which must be detailed and approved by the company's general manager [5][6] - Investment decisions must follow a structured process, including feasibility studies and evaluations to maximize investment efficiency [6] Group 4: Financial Risk Management - Subsidiaries are required to follow a unified accounting system and submit monthly and quarterly financial reports to the company [7][8] - Annual reports must be submitted within one month after the end of the accounting year, including comprehensive financial statements [7] Group 5: Internal Audit Management - The internal audit management system of the company applies to subsidiaries, with regular audits conducted to ensure compliance [8] Group 6: Information Disclosure and Archive Management - The information disclosure management system is applicable to subsidiaries, with designated individuals responsible for managing disclosure matters [8] - Subsidiaries must archive important documents and decisions, ensuring timely communication with the parent company [8][9] Group 7: Supplementary Provisions - Any matters not covered by this system will be governed by relevant national laws and regulations, and the system will be updated as necessary [9]
润本股份: 子公司管理制度
Zheng Quan Zhi Xing· 2025-08-18 10:19
General Provisions - The company establishes a system to strengthen the management of subsidiaries and ensure compliance with relevant laws and regulations, including the Company Law and Securities Law of the People's Republic of China [1][2] - Subsidiaries are defined as companies where the company holds more than 50% of the shares or can control the board of directors through other means [1] - Subsidiaries must adhere to the company's internal control systems and are subject to supervision by the company [1] Operational Norms - Subsidiaries are required to establish a sound corporate governance structure and internal management systems in accordance with relevant laws [2][3] - Major activities such as restructuring, mergers, and significant financial decisions must follow legal procedures and be reported to the company's board of directors [2][3] - Subsidiaries must provide timely and accurate information regarding their operational performance and financial status to facilitate informed decision-making by the board [2][3] Financial Management - Subsidiaries must establish financial accounting systems in compliance with national laws and the company's financial policies [3][4] - They are prohibited from creating separate accounting records or accounts outside of the statutory requirements [3] - Subsidiaries must control transactions with related parties to avoid non-operational fund usage and report any irregularities to the board [3][4] Human Resource Management - Subsidiaries may establish governance bodies such as a shareholders' meeting or board of directors as per legal requirements [5][6] - The company nominates candidates for directors and senior management, who must adhere to the company's strategic objectives [5][6] - Directors and senior management are responsible for ensuring compliance with laws and reporting operational conditions to the company [5][6] Information Management - Subsidiaries must comply with confidentiality policies and ensure accurate information reporting to the company [7][8] - The legal representative of the subsidiary is responsible for timely information disclosure to the board [7][8] - Subsidiaries must report significant operational and financial events that could impact stock prices promptly [7][8] Investment and Decision Management - Subsidiaries' development plans must align with the company's overall strategic objectives [9][10] - Investment decisions must be systematic and involve feasibility studies before submission to the subsidiary's board [9][10] - Any significant asset transactions or investments require prior consultation with the company's board secretary and adherence to approval processes [9][10] Miscellaneous - The provisions of this system are subject to relevant laws and the company's articles of association [10] - The board of directors is responsible for interpreting and amending this system [10] - This system becomes effective upon approval by the board of directors [10]
怡合达: 控股子公司管理制度
Zheng Quan Zhi Xing· 2025-08-14 08:19
Core Viewpoint - The document outlines the management and operational guidelines for Dongguan Yihua Automation Co., Ltd. and its subsidiaries, emphasizing the importance of governance, operational efficiency, and risk control to align with the company's strategic development direction [1][2]. Group 1: General Provisions - The company aims to strengthen management control over its subsidiaries to ensure alignment with overall strategic goals and enhance governance and operational efficiency [1]. - The term "controlling subsidiary" refers to companies where the company holds more than 50% of the shares or has actual control [2]. - The guidelines apply to the company and its subsidiaries, with responsibilities assigned to various departments and appointed personnel for effective execution [2]. Group 2: Management of Controlling Subsidiaries - Controlling subsidiaries must improve their governance structure and establish sound internal management systems in accordance with relevant laws [5]. - The company appoints directors, supervisors, and senior management to subsidiaries, with adjustments made as necessary [6]. - Appointed personnel are responsible for implementing the company's operational plans within subsidiaries and must report on operational and financial conditions [7]. Group 3: Financial, Operational, and Investment Decision Management - Controlling subsidiaries must adhere to the company's unified financial management policies and report monthly on operational and financial performance [9][10]. - Subsidiaries are required to develop annual operational plans and reports, aligning with the company's overall development strategy [11]. - Investment decisions must follow established procedures, and subsidiaries cannot engage in external financing or guarantees without company approval [16][17]. Group 4: Major Information Reporting - Subsidiaries must promptly report significant operational and financial matters that could impact the company's stock price [19]. - They are required to follow the company's internal reporting system for major information and maintain confidentiality regarding sensitive information [22][23]. Group 5: Internal Audit Supervision - Controlling subsidiaries must enhance their internal audit processes and cooperate with the company's audits [24][25]. - The company may conduct exit audits for senior management when they leave subsidiaries [26]. Group 6: Administrative Affairs, Personnel Management, and Assessment - Subsidiaries should develop their management regulations based on the company's administrative guidelines [28]. - They must comply with labor laws and establish salary management systems that reflect industry standards [30][31]. - The company will assess the performance of appointed personnel based on operational results and may implement rewards or penalties accordingly [33][34]. Group 7: Management of Equity Invested Subsidiaries - Management of equity invested subsidiaries is primarily conducted through personnel appointed by the company [35]. - These subsidiaries must report monthly on their operational status and financial statements [37]. Group 8: Profit Distribution Control - The company must exercise shareholder rights to encourage subsidiaries to distribute profits and ensure the implementation of cash dividend plans [38][39].
宝丽迪: 子公司管理制度
Zheng Quan Zhi Xing· 2025-08-13 10:13
Core Viewpoint - The document outlines the management and operational guidelines for subsidiaries of Suzhou Baolidi Material Technology Co., Ltd, emphasizing the importance of internal control, governance, and compliance with relevant laws and regulations [1][2]. Group 1: General Provisions - The company establishes this system to regulate the management and control of its subsidiaries, ensuring the protection of investor interests and promoting healthy development [1]. - Subsidiaries are defined as legally established enterprises with independent legal status, including wholly-owned and controlled subsidiaries [1]. Group 2: Organizational Management - The relationship between the company and its subsidiaries is one of equal legal status, with the company exercising shareholder rights through board member appointments and daily supervision [2]. - Subsidiaries must develop internal control systems based on their operational characteristics and must align their strategic plans with the company's overall strategy [2][3]. Group 3: Financial Management - The company's finance department provides guidance and supervision over the accounting and financial management of subsidiaries [11]. - Subsidiaries are required to establish their financial management systems in accordance with the company's financial management policies and relevant accounting standards [13][14]. Group 4: Operational and Investment Decision Management - Subsidiaries must comply with national laws and regulations while formulating their operational management goals, ensuring alignment with the company's overall development plan [25]. - Investment decisions must be institutionalized and must undergo thorough feasibility studies and evaluations before approval [30][31]. Group 5: Major Decision-Making and Information Reporting - Subsidiaries are required to report significant operational and financial matters that may impact the company's stock price [38]. - The company must be informed of any major transactions or changes in the subsidiaries, and relevant approvals must be obtained before proceeding [39][40]. Group 6: Internal Audit and Supervision - The company conducts regular audits of its subsidiaries to ensure compliance with internal management systems and financial regulations [44][45]. - Subsidiaries must cooperate with audits and provide necessary documentation as required [46][48]. Group 7: Archive Management - A two-tier management system for archives is established to ensure the safety and completeness of documents related to significant economic activities of subsidiaries [51]. Group 8: Human Resource Management - Subsidiaries must adhere to labor laws and regulations while developing their labor contract management systems [53]. - The company is responsible for organizing training for personnel dispatched to subsidiaries to ensure they fulfill their roles effectively [56].
亚厦股份: 子公司管理制度
Zheng Quan Zhi Xing· 2025-08-12 11:14
General Principles - The purpose of the system is to strengthen the management of subsidiaries, maintain the overall image of the listed company, and protect the interests of investors [1] - The parent company refers to Zhejiang Yasha Decoration Co., Ltd. (excluding subsidiaries), while subsidiaries are companies that the parent company has controlling or substantial control over [1] - The management of subsidiaries aims to establish effective control mechanisms for the organization, resources, assets, and investments, enhancing overall operational efficiency and risk resistance [1] Corporate Governance - Subsidiaries must strengthen self-discipline management and accept supervision from the parent company, providing truthful reflections and explanations to inquiries from the parent company's board and audit committee [2] - The board of directors of a subsidiary must have more than half of its members appointed by the parent company, and similar rules apply to the supervisory board and senior management [2][3] - Subsidiaries are required to hold at least one shareholders' meeting and two board meetings annually, with proper records and signatures from attending directors [2] Financial Management - Subsidiaries must adhere to the parent company's financial accounting system and submit financial reports and accounting materials in a timely manner [4] - The parent company's internal control system regarding asset impairment and loss management applies to subsidiaries [5] - Subsidiaries are prohibited from borrowing or providing guarantees without approval from their shareholders' meeting and prior reporting to the parent company's board [5] Internal Audit Supervision - The parent company conducts regular or irregular audits of subsidiaries, covering various aspects such as economic efficiency and major economic contracts [5] - Subsidiaries must prepare for audits and cooperate during the audit process [5] - Audit opinions and decisions approved by the parent company's board must be executed by the subsidiaries [5] Investment Management - Subsidiaries must submit major investment projects for approval by the shareholders' meeting and report to the parent company's board [6] - Investment proposals submitted to the parent company's board must include feasibility studies and alternative options [6] - Subsidiaries must control project investments according to approved amounts, ensuring quality and progress [6] Information Management - Subsidiaries are obligated to provide timely information to the parent company's board regarding significant matters and financial reports [7] - Reports on ongoing projects and investments must be submitted quarterly, semi-annually, and annually [7] - A specific department and personnel must be designated by subsidiaries to handle information provision, with details reported to the parent company's board secretary [7] Supplementary Provisions - The system applies to all controlled subsidiaries of the company [7] - The board of directors is responsible for interpreting the system, which takes effect upon approval [7]