General Principles - The company aims to improve the management of its subsidiaries to ensure standardized operations and protect shareholders' rights [1][2] - The company defines key terms such as "subsidiary," "controlling subsidiary," and "management of subsidiaries" to clarify governance structures [2] Management Structure - The general manager is responsible for managing subsidiary affairs, including feasibility studies for establishment and termination, and maintaining communication with appointed personnel [3][4] - Various functional departments, such as finance and human resources, are designated to oversee and guide subsidiary operations [3] Establishment Management - Subsidiaries must align with the company's strategic development and enhance resource allocation [6] - The establishment of subsidiaries requires board approval and must include comprehensive documentation for decision-making [4][6] Governance of "Three Meetings" - Subsidiaries are required to establish shareholder meetings, boards of directors, and supervisory boards, with the company participating in these meetings to exercise management and oversight [5][6] Production and Operations Control - Subsidiaries must comply with national laws and align their operational goals with the company's strategic plans [19][20] - Major fixed asset investments by subsidiaries require company approval before execution [22] Financial Supervision and Management - Subsidiaries must adhere to unified financial management regulations and submit regular financial reports to the company [27][28] - The company maintains oversight of subsidiary financial activities, including auditing and budget approvals [28][29] Investment Management - Subsidiaries must report significant changes such as restructuring, mergers, and investments to the company [34] - Investment project decisions require feasibility studies and written reports for company review [35] Human Resources Management - Subsidiaries are expected to follow national labor laws and develop human resource management systems in line with company policies [37][38] - Personnel movements between the company and subsidiaries must be managed by the respective human resources departments [40] Information Disclosure - Subsidiaries must report significant matters to the company in a timely and accurate manner, ensuring compliance with disclosure regulations [42][43]

Core Viewpoint - The document outlines the management system for subsidiaries of Beijing Huaru Technology Co., Ltd., aiming to ensure standardized, efficient, and orderly operations of subsidiaries while enhancing overall asset operation quality and protecting the rights of the company and its investors [1]. Group 1: General Principles - The management system applies to wholly-owned subsidiaries, controlling subsidiaries, and other companies directly or indirectly controlled by the company [1]. - The company exercises shareholder rights through appointing directors, supervisors, and senior management, while supporting subsidiaries in independent operations [2]. Group 2: Organizational Management - Subsidiaries must establish shareholder meetings, boards of directors, and supervisory boards as per legal requirements [4]. - The company appoints or recommends personnel to subsidiaries, with responsibilities including compliance with laws, coordination between the company and subsidiaries, and reporting on operational conditions [5][6]. Group 3: Operational and Investment Decision Management - Subsidiaries must adhere to national laws and regulations, aligning their operational goals with the company's overall development plan [12]. - Investment projects require a structured decision-making process, including feasibility studies and evaluations before approval [15][16]. Group 4: Financial Management - Subsidiaries must follow the company's financial management system and submit financial reports monthly and annually [19][21]. - Strict control over transactions with related parties is mandated to prevent non-operational resource occupation [23]. Group 5: Information Disclosure - Subsidiaries are required to report significant business and financial matters to the company promptly, maintaining confidentiality until public disclosure [26][28]. - The subsidiary's general manager is responsible for timely reporting of information that must be disclosed [28]. Group 6: Supervision and Audit - The company conducts regular internal audits of subsidiaries to ensure compliance with laws and internal regulations [29][30]. - Subsidiaries must cooperate fully with internal audits and implement audit recommendations [31][32]. Group 7: Assessment and Penalties - Subsidiaries should establish incentive mechanisms to align responsibilities, rights, and interests [33]. - Violations of laws or company regulations by subsidiaries can lead to penalties for responsible personnel [36].

Group 1 - The company aims to strengthen internal control and promote standardized operations and healthy development to protect investors' rights and interests [2][3] - The definition of "controlling subsidiaries" includes companies established according to the company's strategic planning and core competitiveness needs, with independent legal status [2][3] - The management principles for controlling subsidiaries focus on establishing effective control mechanisms for governance structure, assets, and resources to enhance overall operational efficiency and risk resistance [2][3][4] Group 2 - The establishment of controlling subsidiaries must comply with national laws and regulations, align with the company's development strategy, and prevent blind expansion [3][4] - The governance structure of controlling subsidiaries requires careful exercise of rights, participation in board decisions, and timely reporting of significant matters to the parent company [4][5] - The company will recommend directors and senior management to controlling subsidiaries to ensure governance and oversight [5][6] Group 3 - Controlling subsidiaries must adhere to standardized operations and comply with relevant laws and regulations, including the Shenzhen Stock Exchange listing rules [2][3][4] - The company has the right to audit and review the operations and finances of controlling subsidiaries, ensuring compliance with internal control systems [28][29] - Performance evaluations for controlling subsidiaries will be conducted annually, with rewards or penalties based on the achievement of operational targets [32][33]

Core Viewpoint - The company is convening its first extraordinary general meeting of shareholders in 2025 to discuss several key proposals, including the election of a new board of directors and amendments to the company's governance structure [2][16][21]. Group 1: Meeting Details - The meeting is scheduled for June 27, 2025, at 14:00 in the company's conference room [8][9]. - Voting will be conducted through a combination of on-site and online methods, with specific time slots for online voting [7][8]. - Attendees must register 30 minutes prior to the meeting and present necessary identification documents [2][3]. Group 2: Proposals for Discussion - Proposal 1: The company plans to abolish the supervisory board and amend its articles of association to enhance governance efficiency [10][11]. - Proposal 2: The company seeks to revise several management systems, including the rules governing shareholder meetings and the remuneration management system for directors and senior management [12][13]. - Proposal 3: A new remuneration scheme for the fourth board of directors is proposed, linking compensation to company performance [14][15]. Group 3: Board Elections - Proposal 4: The election of the fourth board of directors will include three non-independent directors, with specific candidates nominated [16][17]. - Proposal 5: The election of three independent directors is also on the agenda, with candidates already vetted and approved by the Shanghai Stock Exchange [21][22]. Group 4: Candidate Qualifications - The nominated candidates for the board have been assessed for compliance with legal requirements and have no disqualifying factors [17][22][25][26][27]. - Each candidate's professional background and qualifications are detailed, ensuring they meet the necessary standards for board membership [18][19][20][24][25][26][27].

General Provisions - The company establishes a system to strengthen the management and control of its subsidiaries, ensuring compliance and operational efficiency to protect investors' rights [1] - The term "subsidiary" refers to companies with independent legal status established according to the company's strategic planning and business needs, including wholly-owned and controlled subsidiaries [1] Subsidiary Governance - Subsidiaries must adhere to their articles of association and establish a sound governance structure, ensuring effective operation of shareholder meetings, boards of directors, and supervisory boards [3] - Subsidiaries are required to follow the company's management regulations regarding governance, related transactions, external guarantees, and significant decision-making [3][4] Management and Reporting - Subsidiaries must report board and shareholder resolutions to the company promptly, especially if they involve significant interests or dissenting votes [4] - Subsidiaries are responsible for self-discipline and must accept oversight from the company's management [4][5] Financial Management - Subsidiaries must comply with the company's unified financial management policies and submit regular financial reports, including balance sheets and cash flow statements [6][18] - Financial personnel in subsidiaries are appointed by the company's finance department, ensuring adherence to unified accounting standards [18] External Investment Management - Subsidiaries can propose external investments based on market conditions, which must be approved by the company's management before proceeding [25] - All external investment projects require a feasibility study and must be reported to the company for approval [25][26] Major Event Reporting - Subsidiaries must establish a reporting system for significant business and financial matters, ensuring timely communication with the company [27][29] - The chairman and general manager of subsidiaries are responsible for information management and must report relevant information to the company [28] Related Party Transactions - Subsidiaries must comply with laws and the company's related transaction rules, ensuring proper approval processes are followed [30][31] - Any related party transactions must be reported to the company before execution [31] Audit and Supervision - Subsidiaries must cooperate with the company's audit department for both external and internal audits, providing all necessary documentation [33][35] - The audit department is responsible for evaluating financial management and compliance with internal controls [34] Management of Associate Subsidiaries - Associate subsidiaries must establish governance structures and operate with integrity, with the company exercising management through appointed representatives [37] - Company representatives must monitor significant decisions in associate subsidiaries and ensure timely reporting of financial information [39]

恺英网络股份有限公司 子公司管理办法 第一章 总则 第一条 为加强恺英网络股份有限公司（以下简称"公司"或"本公司"）对 子公司的管理，建立有效的管控机制，促进子公司规范运作、有序健康发展， 提高公司整体运作效率和抗风险能力，切实维护公司和投资者利益，根据《中华 人民共和国公司法》（以下简称"《公司法》"）、《上市公司治理准则》、《深 圳证券交易所股票上市规则》等法律、法规、规范性文件、业务规则以及《恺英网络 股份有限公司章程》（以下简称"《公司章程》"）的有关规定，结合公司实际， 特制定本办法。 第五条 子公司应当依据《公司法》等有关法律法规的规定，结合自身特点， 建立健全治理结构和内部管理制度。 第六条 子公司应依法设立股东会、董事会和监事会。全资子公司可不设股东 会，规模较小的子公司可不设董事会和监事会，但应设执行董事及监事。 第七条 子公司应完善其《公司章程》，细化股东会、董事会、经理层的职责 权限，制定股东会、董事会、监事会议事规则并报送公司投资管理部及董事会 办公室备案。 第二条 本办法所称子公司是指（1）本公司出资额占有限责任公司资本总额 百分之五十以上或者本公司持有的股份占股份有限公司股本总额 ...

威海广泰空港设备股份有限公司 第一章 总则 第一条 为加强威海广泰空港设备股份有限公司（以下简称"公司"）对子公司 的管理，确保子公司规范、高效、有序地运作，切实保护投资者利益，根据《公司 法》、 《证券法》、 《深圳证券交易所股票上市规则》、 《深圳证券交易所上市公司自律 监管指引第 1 号——主板上市公司规范运作》、《企业内部控制基本规范》等法律 法规、规范性文件及《公司章程》的有关规定，结合公司实际情况，制定本制度。 第二条 本制度所称子公司是指公司直接或者间接实际控制的公司。 第三条 本制度适用于公司及公司的子公司。子公司董事及高级管理人员应 严格执行本制度，并应依照本制度及时、有效地做好管理、指导、监督等工作。 公司对参股公司的管理参照本制度执行。公司应履行股东义务，对参股公司经 营必须有知情权，必须派人参加参股公司的股东会，获取参股公司财务报表。 子公司同时控股其他公司的，应参照本制度的要求逐层建立对其子公司的管 理办法，并接受公司的监督。 第二章 子公司管理的原则 第四条 在公司总体战略方针和目标框架下，子公司依据《公司法》、 《证券法》 第八条 子公司应当依据《公司法》及有关法律法规的规定，建 ...

Core Viewpoint - The document outlines the management system for subsidiaries of Zhejiang Zhenyuan Co., Ltd., emphasizing the need for orderly, standardized, and efficient operations while controlling investment risks and protecting the rights of the company and its investors [1]. Group 1: General Principles - The management of subsidiaries follows principles of strategic unity and collaborative development, ensuring that subsidiary strategies align with the overall company strategy [2]. - Subsidiaries maintain independent daily operations, allowing them to establish their internal management structures while ensuring compliance with regulatory requirements [2]. - Major transactions or matters that could significantly impact the company or subsidiaries require decision-making and approval from the company [2]. Group 2: Corporate Governance - Subsidiaries must establish governance structures and internal management systems in accordance with relevant laws and regulations [3]. - Subsidiaries are required to hold shareholder meetings and board meetings as per legal requirements, with specific timelines for annual meetings [4]. - Major transactions must be reviewed and approved by the subsidiary's board or shareholders, especially those involving significant investments or contracts [4][5]. Group 3: Personnel and Assessment Management - The company appoints or recommends directors, supervisors, and senior management for subsidiaries, ensuring compliance with subsidiary charters [6]. - A performance assessment mechanism is established for subsidiaries, linking responsibilities and rewards to the performance of subsidiary leaders [7]. - Any failure by subsidiary management to fulfill their responsibilities may lead to disciplinary actions and potential legal liabilities [7]. Group 4: Financial Management - Subsidiaries must adhere to a unified accounting system and establish financial management practices in line with company policies [8]. - The company’s financial management department oversees subsidiary financial activities, including budget preparation and financial reporting [8]. - Subsidiaries are prohibited from applying for bank credit without company approval, ensuring centralized financial control [8][9]. Group 5: Business Control - The company guides subsidiaries in formulating annual business plans and budgets, which must be approved by the company [9]. - Subsidiaries are not allowed to provide external guarantees or donations without prior approval from the company [9][10]. - Any significant transactions outside the approved scope may result in penalties for responsible parties [10]. Group 6: Audit Supervision - The company conducts regular audits of subsidiaries to ensure compliance with laws and internal regulations [11]. - Audits cover various aspects, including legal compliance, management practices, and financial performance [11]. - Subsidiaries must cooperate with audits and provide necessary documentation [11]. Group 7: Information Reporting and Disclosure Management - Subsidiaries must comply with information disclosure regulations and maintain confidentiality of undisclosed information [12]. - Designated personnel are responsible for communication between the company and subsidiaries regarding information management [12]. - Accurate and complete reporting of information is mandatory, with strict penalties for any misrepresentation [12][13]. Group 8: Supplementary Provisions - The company’s relevant departments are tasked with refining management details and processes based on the established system [13]. - Any matters not covered by the system will be governed by applicable laws and company regulations [13]. - The board of directors is responsible for interpreting and amending the management system [13].

General Principles - The company establishes a system to enhance the management of its subsidiaries, ensuring their operation is standardized, efficient, and orderly, thereby promoting healthy development and improving overall asset operation quality [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] Management and Supervision - The company maintains an equal legal relationship with its subsidiaries, exercising shareholder rights such as asset income, major decision participation, and management selection [2][3] - Subsidiaries must provide timely, complete, and accurate information regarding their performance and financial status to facilitate informed decision-making by the company's board [3][4] Personnel Management - The company appoints or recommends directors, supervisors, and senior management for its subsidiaries, ensuring compliance with the subsidiaries' approval procedures [4][5] - Directors and senior management of subsidiaries must adhere to legal obligations and company regulations, avoiding conflicts of interest and ensuring the protection of company interests [6][7] Financial Management - Subsidiaries are required to follow the company's unified financial management policies and report financial statements in accordance with company requirements [8][9] - Financial reports submitted by subsidiaries must include various financial documents such as income statements, balance sheets, and cash flow statements [9][10] Operational Decision-Making - The operational and development plans of subsidiaries must align with the company's overall strategy and objectives [10][11] - Subsidiaries must establish decision-making procedures for investment projects, ensuring thorough evaluation and risk management before proceeding with external investments [11][12] Information Management - Major events occurring in subsidiaries are treated as significant events for the company, necessitating compliance with information disclosure regulations [12][13] - The chairman or executive director of a subsidiary is responsible for providing information, with specific departments designated for managing information disclosure [13][14] Internal Audit and Supervision - The company's audit department conducts regular audits of subsidiaries to ensure compliance with financial and operational regulations [14][15] - Subsidiaries must cooperate with audits and implement corrective actions based on audit findings [15][16] Assessment and Accountability - The company oversees and guides subsidiaries based on internal control systems, holding them accountable for any failures that result in losses [16][17] - Subsidiaries are encouraged to establish their own assessment and reward systems to motivate staff and ensure fair competition [17]

星环信息科技（上海）股份有限公司 （三）"全资子公司"，是指公司投资且在该公司中持股比例为 100%，按 照企业会计准则，其财务报表应合并到公司的财务报表之中的公司。 第一章 总 则 第一条 为加强对星环信息科技（上海）股份有限公司（以下简称"公司" 或"母公司"）子公司的管理控制，规范公司内部运作机制。根据《中华人民共 和国公司法》《中华人民共和国证券法》等法律、法规、规范性文件以及《星环 信息科技（上海）股份有限公司章程》（以下简称"《公司章程》"）的有关规 定，结合公司实际情况，特制定本制度。 第二条 本制度部分用语的含义： （一）"母公司"：指公司，即星环信息科技（上海）股份有限公司。 （二）"子公司"，是指公司依据我国境内法律法规和境外有关法律，独资 或与他人共同投资设立的有限责任公司或股份有限公司，本制度依照持股比例及 控制与否将其划分为全资子公司、控股子公司两类企业，见下文所述。 （四）"控股子公司"，是指公司投资，并具有下列情形之一的公司： 业会计准则，其财务报表应合并到公司的财务报表之中的公司。 （含 50%）。但公司为该公司的第一大股东，对该公司具有控制性的影响， 按照企业会计准则，其财务 ...