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极米科技: 对外投资管理制度(H股发行后适用)
Zheng Quan Zhi Xing· 2025-09-02 16:14
General Principles - The purpose of the external investment management system is to strengthen the management and control of external investments, clarify investment procedures, standardize investment behaviors, prevent investment risks, and protect the interests of the company and its shareholders [1][2] - The system applies to all external investment activities of the company and its subsidiaries, which must comply with the regulations outlined in the system [2][3] Investment Definition and Scope - External investment refers to the company's and its subsidiaries' investment activities aimed at profit-making or value preservation, including long-term investments in other entities, financial asset investments, and internal operational project investments [2][3] Decision-Making Authority - The company's shareholders' meeting and board of directors serve as the decision-making bodies for external investments, with specific thresholds for board and shareholder approval based on total assets, revenue, and net profit [3][4] - The general manager has the authority to decide on external investments that do not meet the thresholds for board review [4] Implementation and Control - After approval, the implementation plan for external investments must specify details such as investment amount, method, and holding ratio, and the investment development department is responsible for tracking the execution of these projects [6][7] - The company must regularly analyze the financial and operational status of invested entities and report findings to the board or general manager [8][9] Asset Disposal - The company must control the disposal of external investment assets, ensuring that any recovery, transfer, or write-off is approved by the board or shareholders [22][23] Supervision and Inspection - The investment development and finance departments are responsible for regular supervision and inspection of external investment management, focusing on compliance with approval procedures and the authenticity of financial records [25][26] Miscellaneous Provisions - The system will take effect upon the listing of the company's H shares on the Hong Kong Stock Exchange, and the previous external investment management system will be automatically invalidated [30]
三人行: 三人行:对外投资管理制度(2025年9月)
Zheng Quan Zhi Xing· 2025-09-02 16:14
Core Viewpoint - The document outlines the external investment management system of Sanrenxing Media Group Co., Ltd., aiming to standardize investment behaviors, mitigate risks, enhance investment efficiency, and protect the interests of the company and its investors [1][2]. Summary by Sections General Principles - The external investment refers to the company's actions to invest resources such as cash, physical assets, and intangible assets in other organizations or individuals to expand operations or implement new product strategies for long-term gains [1]. - Basic principles for external investment include alignment with the company's development strategy, rational resource allocation, and the creation of good economic benefits [1]. Approval Authority for External Investments - Investments requiring government approval must follow necessary procedures to ensure compliance with national macroeconomic policies [2]. - The approval authority for external investments is categorized into three levels: - Investments meeting certain thresholds must be approved by the shareholders' meeting [2]. - Investments above specified amounts require board approval [3]. - Investments below board thresholds can be decided by the chairman [3]. Organizational Structure for Investment Management - The shareholders' meeting, board of directors, and chairman are the decision-making bodies for external investments [8]. - The board's strategic committee is responsible for coordinating and analyzing investment projects [5]. - The general manager's office is tasked with gathering investment information and conducting comprehensive analyses of potential projects [5]. Decision-Making and Asset Management - External investments are classified into short-term and long-term investments, with specific procedures outlined for each type [6][21]. - Short-term investments include assets that can be liquidated within a year, while long-term investments are those that cannot be easily converted to cash [6]. - The company must conduct feasibility studies and obtain necessary approvals before proceeding with long-term investments [22]. Financial Management and Auditing - The finance department is responsible for maintaining detailed accounting records for each investment project [34]. - Regular audits and evaluations of investment projects are mandated to ensure compliance and protect company interests [41][42]. Miscellaneous Provisions - The investment management system will be effective upon approval by the shareholders' meeting and will be revised as necessary to comply with national laws and regulations [43][44].
大地熊: 大地熊2025年第三次临时股东会会议资料
Zheng Quan Zhi Xing· 2025-09-01 16:04
Core Viewpoint - The document outlines the procedures and regulations for the third extraordinary general meeting of shareholders of Anhui Dadi Bear New Materials Co., Ltd., emphasizing the importance of maintaining order and protecting shareholders' rights during the meeting [1][2][3]. Meeting Procedures - The meeting is scheduled for September 8, 2025, at 15:00 in Hefei, Anhui Province [5]. - Attendees must sign in 15 minutes before the meeting and present necessary identification documents [2]. - The meeting will include a report on the number of shareholders present and their voting rights [6]. Agenda Items - The agenda includes the revision of certain corporate governance systems, specifically the "Management System for Preventing the Occupation of Funds by Controlling Shareholders, Actual Controllers, and Other Related Parties" [6][7]. - The revised governance systems are aimed at enhancing the company's operational norms and internal governance mechanisms [6]. Voting and Participation - Shareholders and their proxies have the right to speak, inquire, and vote during the meeting [2][3]. - Voting will be conducted both on-site and through an online voting system provided by the Shanghai Stock Exchange [5][7]. Legal Oversight - The meeting will be witnessed by a lawyer from a law firm hired by the company, who will also issue a legal opinion [3][8]. - The company will ensure that only authorized personnel can enter the meeting venue to maintain order [3][4]. Independent Director System - The document includes provisions for the independent director system, which aims to enhance corporate governance and protect minority shareholders' interests [10][11]. - Independent directors must not have any direct or indirect interests that could affect their judgment [11][12]. External Investment Management - The company has established a framework for managing external investments, which includes approval processes and risk control measures [26][27]. - Investments are categorized into short-term and long-term, with specific criteria for each type [26][27]. Financial Management and Auditing - The financial department is responsible for comprehensive financial records of external investments and ensuring compliance with accounting standards [32][33]. - Regular audits will be conducted to assess the financial health of investments and subsidiaries [32][33].
永艺股份: 永艺家具股份有限公司对外投资管理制度
Zheng Quan Zhi Xing· 2025-09-01 10:11
General Principles - The company establishes an external investment management system to regulate investment behaviors, enhance investment efficiency, mitigate risks, and protect the rights of the company and its shareholders [2] - External investment refers to various forms of investment activities aimed at generating returns, utilizing monetary funds or valuing physical and intangible assets [2] - Investments are categorized into short-term (up to one year) and long-term (over one year) [2] Approval Authority and Procedures - The company implements a layered decision-making mechanism involving the shareholders' meeting, board of directors, and general manager's office for external investments [3] - Investments meeting specific criteria, such as asset total exceeding 10% of total audited assets or transaction amounts exceeding 10% of net assets, require board approval [3][4] - Certain significant investments, such as those involving over 50% of total audited assets, must be approved by both the board and shareholders' meeting [4][5] Implementation of External Investments - The general manager is responsible for organizing and monitoring external investment projects, reporting progress to the board [6] - The investment management department conducts research and analysis, drafts investment proposals, and coordinates project implementation [6] - The finance management center oversees financial management of investments, evaluates returns, and manages funding procedures [6] Management and Supervision - The company emphasizes comprehensive management of external investments to ensure asset safety and reasonable returns [7] - In cases of establishing subsidiaries, the company appoints directors and senior management to safeguard its interests [7] - The audit department supervises compliance of external investment activities [7] Transfer and Recovery of Investments - The company may recover investments under specific circumstances, such as project completion or bankruptcy [8] - Investments can be transferred if they no longer align with the company's strategic direction or if they are consistently unprofitable [8] - The transfer process must comply with relevant laws and regulations [8] Reporting and Disclosure - The company must adhere to legal obligations for information disclosure regarding external investments [9] - Subsidiaries are required to report investment-related information accurately and promptly to the company's board [9] - All personnel with access to non-public investment information are bound by confidentiality obligations [9] Miscellaneous - Any matters not covered by this system will follow relevant laws and regulations [9] - The board of directors is responsible for interpreting this system [9] - This system becomes effective upon approval by the shareholders' meeting [9]
华光新材: 华光新材对外投资管理制度
Zheng Quan Zhi Xing· 2025-08-29 18:22
Core Viewpoint - The document outlines the external investment management system of Hangzhou Huaguang Welding New Materials Co., Ltd, aiming to standardize investment behavior, control risks, and enhance investment efficiency in compliance with relevant laws and regulations [1][2]. General Principles - The external investment refers to various forms of investment activities aimed at obtaining future returns, including equity investment, securities investment, and derivative product investments [1][2]. - The system applies to all external investment activities of the company and its subsidiaries [1]. Types of External Investment and Approval - Investments are categorized into short-term (up to one year) and long-term (over one year) [3]. - Long-term investments include establishing independent projects, forming joint ventures, acquisitions, and other legally defined investments [3][4]. - Specific thresholds for board and shareholder approval are established based on asset totals, transaction amounts, and net profit contributions [4][5]. Investment Management and Decision-Making - The board of directors and shareholders' meeting serve as decision-making bodies for external investments [26][27]. - The finance department is responsible for managing funds and financial records related to external investments [13][15]. Implementation and Management of Investments - A project implementation team is responsible for executing approved investment projects, with clear guidelines on funding, timing, and responsibilities [33][34]. - The company must conduct thorough financial records and audits of its investment activities [15][42]. Supervision and Internal Control - The internal audit department is tasked with monitoring compliance with the investment management system and identifying weaknesses [49][50]. - Any violations leading to financial losses will result in investigations and potential penalties for responsible parties [51][52]. Miscellaneous Provisions - The document specifies that any inconsistencies with national laws or company regulations will defer to the latter [56][57]. - The system becomes effective upon approval by the shareholders' meeting [58].
ST华通: 对外投资管理制度(2025年8月)
Zheng Quan Zhi Xing· 2025-08-29 18:21
Core Points - The article outlines the external investment management system of Zhejiang Century Huatong Group Co., Ltd, aiming to standardize investment behavior, control risks, and enhance returns [1] - The system defines "external investment" as various forms of investment activities aimed at generating returns, including equity investments, entrusted financial management, fund investments, and others [1] - The decision-making bodies for external investments include the shareholders' meeting, board of directors, and chairman, each with specific approval authority [2][3] Investment Decision - External investments that meet certain thresholds must be submitted for board review and timely disclosure, including transactions involving assets over 10% of the company's audited total assets or net assets [2][3] - For significant transactions, such as those involving over 50% of total assets or net profits, shareholder approval is required [3] Entrusted Financial Management - The financial management center is responsible for selecting investment opportunities and managing entrusted financial plans, ensuring that qualified financial institutions are chosen as trustees [4][5] - The company can estimate future entrusted financial management amounts for up to 12 months, streamlining the approval process [5] Project Management - The investment and financing center manages investment projects, with the chief strategy officer overseeing non-entrusted financial management investments [6] - Project initiation involves preliminary analysis and decision-making by the chairman and chief strategy officer [6][7] Due Diligence and Investment Execution - After project initiation, due diligence is conducted to assess investment value, focusing on key aspects such as sustainability and compliance [7] - Investment proposals must include comprehensive analyses and are subject to review by financial and legal departments before submission for board approval [7][8] Post-Investment Management - Post-investment management includes regular monitoring of the financial and operational status of invested entities, with reports submitted to the chief strategy officer [8] - The investment and financing center maintains independent records for each project to facilitate tracking and evaluation [10] Information Management and Disclosure - The company must comply with legal and regulatory requirements for information disclosure related to external investments [11] - Relevant personnel are obligated to report investment matters accurately and timely to the board secretary's office [11]
艾迪精密: 烟台艾迪精密机械股份有限公司 对外投资管理制度(2025年8月)
Zheng Quan Zhi Xing· 2025-08-29 17:57
Core Viewpoint - The document outlines the external investment management system of Yantai Eddie Precision Machinery Co., Ltd, aiming to standardize investment behavior, enhance investment efficiency, and mitigate risks while maximizing the time value of funds [1][2]. Group 1: General Principles - The external investment is defined as the company's activities to invest monetary funds, equity, or assessed physical or intangible assets for future returns [1]. - The investment management should align with the company's development strategy, rationally allocate resources, and create good economic benefits [2]. Group 2: Approval Authority - The company implements a professional management and hierarchical approval system for external investments, with the shareholders' meeting and board of directors as decision-making bodies [2][3]. - The approval process must adhere to national laws, regulations, and the company's articles of association [2]. Group 3: Organizational Management - The board of directors and the president's office are responsible for decision-making regarding external investments, with the president being the main responsible person for project evaluation and suggestions [3][4]. - The finance department manages the financial aspects of external investments, while the administrative department handles fixed asset investments [3][4]. Group 4: Decision Management - Short-term investment decisions involve pre-selection of investment opportunities by the president's office, with the finance department providing cash flow status [4][5]. - Long-term investment projects require preliminary evaluation, feasibility studies, and approval from the board of directors [6][7]. Group 5: Transfer and Recovery of Investments - The company can recover investments under specific circumstances, such as project termination or bankruptcy [8][9]. - Investment transfers must comply with the relevant laws and regulations, following the same approval process as the initial investment [8][9]. Group 6: Personnel Management - For joint ventures, the company appoints directors and management personnel to oversee operations and decision-making [9]. - Appointed personnel must fulfill their responsibilities according to the company's interests and report on investment conditions [9]. Group 7: Financial Management and Auditing - The finance department is responsible for comprehensive financial records of external investments, ensuring compliance with accounting standards [10][11]. - Annual checks on long-term and short-term investments are mandated, along with regular audits of subsidiaries [10][11]. Group 8: Reporting and Disclosure - The company must fulfill information disclosure obligations according to laws and regulations [11]. - Subsidiaries are required to adhere to the company's information disclosure management system [11].
悍高集团: 对外投资管理制度
Zheng Quan Zhi Xing· 2025-08-29 17:47
Core Points - The company establishes an external investment management system to enhance investment management, mitigate risks, and protect the rights of shareholders [2][3] - The external investment should comply with national laws and regulations, align with the company's strategic development, and ensure clear property rights [2][3] - The system applies to the company and its subsidiaries, requiring prior approval from relevant decision-making bodies before any external investment [2][3] Chapter Summaries Chapter 1: General Principles - The purpose of the external investment management system is to regulate investment behavior and improve investment efficiency [2] - External investments must be clear in property rights and aim for value preservation and appreciation [2] Chapter 2: Organizational Management of External Investments - The company's shareholders' meeting and board of directors serve as decision-making bodies for external investments [3] - The board's strategic committee oversees investment management and provides recommendations [3] - The general manager is responsible for implementing external investments and reporting progress to the board [3] Chapter 3: Approval Authority for External Investments - External investments exceeding certain thresholds require board and shareholder approval [5][6] - The chairman can approve investments below 10% of the latest audited net assets [6] Chapter 4: Implementation, Management, and Supervision of External Investments - The investment process includes project proposal, preliminary review, and feasibility study [7] - Post-investment management is crucial for tracking project progress and financial performance [8] Chapter 5: Disposal of External Investments - The company can transfer or recover investments under specific circumstances, such as project completion or market changes [9] Chapter 6: Information Disclosure of External Investments - The company must adhere to disclosure obligations as per relevant regulations [9] Chapter 7: Supplementary Provisions - The rules are subject to national laws and regulations, and the board is responsible for their formulation and modification [10]
统联精密: 深圳市泛海统联精密制造股份有限公司对外投资管理制度
Zheng Quan Zhi Xing· 2025-08-29 17:34
General Principles - The company establishes an external investment management system to standardize investment decision-making processes, ensuring scientific, standardized, and transparent decisions while safeguarding the interests of the company and its shareholders [1][2] - External investments are defined as various investment activities using monetary funds, securities, and other legally permitted asset forms to implement the company's development strategy and enhance competitiveness [2] Investment Principles - External investments must comply with national laws and regulations, align with the company's strategic direction, and optimize the investment portfolio [3] - Investments involving raised funds must adhere to relevant regulations and the company's fundraising management system [3][4] Organizational Structure and Responsibilities - The decision-making bodies for external investments include the shareholders' meeting, board of directors, and general manager, each with defined authority [6][7] - The board of directors is responsible for coordinating and analyzing investment projects, while the general manager oversees the implementation of investments [7][8] Approval Process - External investment plans are categorized into short-term and long-term investments, with specific approval processes for each type [14][15] - Significant investment transactions must be submitted for board review and timely disclosure if they meet certain thresholds related to total assets, transaction amounts, and profit contributions [15][16] Termination and Transfer of Investments - The company may terminate investments under specific circumstances, such as project completion or financial insolvency [23][24] - Investment transfers must comply with legal regulations and follow the same approval procedures as initial investments [26][27] Financial Management and Auditing - The finance department is responsible for comprehensive financial records of external investments, ensuring detailed accounting and regular reporting from subsidiaries [33][34] - Regular audits of investment projects are conducted to ensure compliance and address any identified issues [37][38] Additional Provisions - The management system is subject to revisions based on changes in national laws or company regulations, with the board of directors responsible for interpretation and amendments [41][42]
安达智能: 对外投资管理制度(2025年8月)
Zheng Quan Zhi Xing· 2025-08-29 17:24
广东安达智能装备股份有限公司 对外投资管理制度 广东安达智能装备股份有限公司 对外投资管理制度 第一章 总则 第一条 为规范广东安达智能装备股份有限公司(下称"公司")对外投资行 为,防范投资风险,提高对外投资效益,根据《中华人民共和国公司法》(以下 简称"《公司法》")、《上市公司治理准则》、《上海证券交易所科创板股票 上市规则》(以下简称"《上市规则》")、《上海证券交易所科创板上市公司 自律监管指引第 1 号——规范运作》等法律、法规、规范性文件的相关规定,结 合《广东安达智能装备股份有限公司章程》(下称"《公司章程》")等公司制度, 制定本制度。 第二条 本制度所称对外投资,是指公司及公司的控股子公司(以下简称"子 公司")的一切对外进行的投资行为。本公司对外进行的投资行为,即本公司将 货币资金以及经资产评估后的房屋、机器、设备、物资等实物,以及专利权、技 术、商标权、土地使用权等无形资产作价出资,进行各种形式的投资活动。 本制度适用于公司以及公司的全资子公司、控股子公司。 第三条 按照投资期限的长短,公司对外投资分为短期投资和长期投资。 第四条 短期投资主要指公司购入的能随时变现且持有时间不超过一年 ...