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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 ...
敏芯股份: 苏州敏芯微电子技术股份有限公司对外投资管理制度
Zheng Quan Zhi Xing· 2025-08-29 17:03
Core Points - The document outlines the external investment management system of Suzhou Minxin Microelectronics Technology Co., Ltd, aiming to enhance investment management, standardize investment behavior, and maximize the time value of funds [1][2][9] Group 1: Investment Principles and Decision-Making - The company's external investments must comply with national industrial policies, laws, and regulations, as well as align with the company's development strategy [2] - The decision-making bodies for investments include the shareholders' meeting, board of directors, and general manager's office, with specific thresholds for investment decisions requiring shareholder approval [6][8] - Investments exceeding certain thresholds, such as 50% of the latest audited total assets or 50% of annual audited net profit exceeding 500 million, must be submitted for shareholder review [7][8] Group 2: Investment Implementation and Management - The securities affairs and finance departments are responsible for evaluating the feasibility, risks, and returns of major investment projects, and must report any anomalies to the board [13][14] - The finance department manages the financial aspects of external investments, including funding and compliance with legal procedures [15][16] - Internal audits are conducted regularly to assess the financial status of investment projects, with reports submitted to the board [17] Group 3: Investment Transfer and Reporting - The company can recover or write off investments under specific circumstances, such as project completion or bankruptcy of the invested entity [28] - Investment transfers are permitted if projects diverge from the company's operational direction or show continuous losses [29] - The company must adhere to legal and regulatory requirements for information disclosure regarding external investments [31][32]
天普股份: 对外投资管理制度(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-29 16:52
Core Viewpoint - The company establishes a comprehensive external investment management system to enhance control, standardize investment behavior, mitigate risks, and improve investment efficiency [1][2]. Group 1: General Principles of External Investment - The external investment must comply with national laws and regulations, align with the company's development strategy, be appropriately scaled, and prioritize benefits [1][2]. - External investment includes monetary funds, physical assets, and intangible assets, covering various forms such as securities, financial derivatives, equity, real estate, and more [2]. Group 2: Approval Authority for External Investment - The approval process for external investments must adhere to the Company Law and relevant regulations, with specific thresholds for board and shareholder meeting approvals based on asset totals, transaction amounts, and profit contributions [3][4]. - Transactions exceeding certain thresholds require board approval and timely disclosure, while those surpassing higher thresholds necessitate shareholder meeting approval [3][4]. Group 3: Organizational Structure for Investment Management - The company's shareholder and board meetings serve as decision-making bodies for external investments, with the board's strategic committee overseeing project analysis and recommendations [5][6]. - The general manager is responsible for implementing external investments, including planning, organization, and monitoring, and must report progress to the board [6][7]. Group 4: Financial Management and Auditing of Investments - The finance department is tasked with maintaining detailed accounting records for each investment project, ensuring compliance with accounting standards [7][8]. - Regular audits of invested companies are mandated to safeguard the company's interests and ensure accurate financial reporting [8][9]. Group 5: Information Disclosure and Reporting - The company must fulfill information disclosure obligations in accordance with relevant laws and regulations, particularly when significant events occur that may impact stock prices [8][9]. - The invested companies are required to report major events to the board, ensuring transparency and compliance with disclosure responsibilities [8][9].
柯力传感: 柯力传感对外投资管理制度(2025年8月)
Zheng Quan Zhi Xing· 2025-08-29 16:52
Core Viewpoint - The document outlines the external investment management system of Ningbo Keli Sensor Technology Co., Ltd., aiming to standardize external investment behavior, enhance management, mitigate risks, and improve investment efficiency while safeguarding the company's image and investors' interests [1][2]. Group 1: General Principles - External investments are defined as monetary funds, equity, or assessed physical or intangible assets contributed for future returns [1]. - Investments are categorized into short-term (up to one year) and long-term (over one year) [1]. - Basic principles for external investments include alignment with the company's development strategy, rational resource allocation, and creation of economic benefits [2]. Group 2: Approval Authority - A professional management and hierarchical approval system governs external investments [2]. - Investments meeting specific thresholds must be submitted to the board for review, including those where total asset value exceeds 10% of the latest audited total assets or where transaction amounts exceed RMB 10 million [2][3]. - For significant investments, expert evaluations are required before submission to the shareholders' meeting for approval [3][4]. Group 3: Organizational Structure - The shareholders' meeting, board of directors, and chairman are responsible for investment decisions, with no other departments or individuals authorized to make such decisions [5]. - A designated leader is responsible for collecting information, preliminary evaluations, and reporting investment progress to the management [5][6]. Group 4: Investment Management Procedures - Short-term investment procedures include regular financial reporting, investment planning, and performance tracking [6][7]. - Long-term investments require a detailed process including feasibility studies, project approval, and implementation management [7][8]. Group 5: Transfer and Recovery of Investments - The company can recover investments under specific circumstances, such as misalignment with business direction or continuous losses [9][10]. - The procedures for transferring investments are aligned with those for approving new investments [9][10]. Group 6: Personnel Management - The company appoints directors and management personnel to oversee newly established companies resulting from external investments [11][12]. - Personnel involved in investments must adhere to responsibilities outlined in the company law and report on investment conditions regularly [12][13]. Group 7: Financial Management and Auditing - The finance department is responsible for comprehensive financial records and accounting for external investments [12]. - Regular audits and financial reporting from subsidiaries are mandated to ensure compliance and protect company interests [12][13]. Group 8: Reporting Major Events - Subsidiaries must report significant events such as asset acquisitions, major lawsuits, and substantial losses to the board promptly [13][14]. - Clear responsibilities for reporting are established to ensure timely communication with the board [14].
塞力医疗: 对外投资管理制度(2025年8月)
Zheng Quan Zhi Xing· 2025-08-29 16:51
塞力斯医疗科技集团股份有限公司 对外投资管理制度 塞力斯医疗科技集团股份有限公司 对外投资管理制度 (2025 年 8 月) 第一章 总则 司具体情况制定本制度。 第二条 本制度所称对外投资是指公司对外进行的投资行为。即公司将货币 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、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。 第三条 建立本制度旨在建立有效的管理机制,对公司在组织资源、资产、 投资等经营运作过程中进行效益促进和风险控制,保障资金运营的收益性和安全 性,提高公司的盈利能力和抗风险能力。 第四条 对外投资的原则: (一)必须遵循国家法律、法规的规定; (二)必须符合公司的发展战略; 第一条 为加强塞力斯医疗科技集团股份有限公司(以下简称"公司")对外 投资的管理,规范公司对外投资行为,提高资金运作效率,保障公司对外投资的 保值、增值,依据《中华人民共和国公司法》 (以下简称"《公司法》")、 《中华人 民共和国证券法》《上海证券交易所股票上市规则》等法律、法规及《塞力斯医 疗科技集团股份有限公司章程》 (以下简称"《公司章程》")的规定,并结合本公 (三)必须规模 ...
京仪装备: 对外投资管理制度
Zheng Quan Zhi Xing· 2025-08-29 16:40
(以下简称"《公司章 程》")规定,制定本制度。 北京京仪自动化装备技术股份有限公司 第一章 总则 第一条 为了加强北京京仪自动化装备技术股份有限公司(以下简称"公 司")对外投资管理,保障公司对外投资的保值、增值,维护公司股东的利益, 根据《中华人民共和国公司法》 (以下简称"《公司法》")等有关法律、法规、规 范性文件和《北京京仪自动化装备技术股份有限公司章程》 第二条 本制度所称的对外投资是指公司为获取未来收益而将一定数量的 货币资金、股权、实物资产、无形资产或其它法律法规及规范性文件规定可以用 作出资的资产对外进行各种形式投资的活动。 第三条 建立本制度旨在建立有效的控制机制,对公司以及公司所属全资 子公司、控股子公司(以下统称"子公司")在组织资源、资产、投资等经营运 作过程中进行效益促进和风险控制,保障资金运营的安全性和收益性,提高公司 的盈利能力和抗风险能力。 第四条 对外投资的基本原则:符合公司发展战略,合理配置企业资源, 促进要素优化组合,创造良好经济效益。 第五条 本制度适用于公司及其子公司的一切对外投资行为。 第二章 对外投资管理的组织机构 第六条 公司股东会、董事会、董事长、总经理为公 ...