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三生国健: 三生国健药业(上海)股份有限公司对外投资管理办法
Zheng Quan Zhi Xing· 2025-08-29 13:11
三生国健药业(上海)股份有限公司 对外投资管理办法 第一章 总则 第一条 为加强三生国健药业(上海)股份有限公司(以下简称"公司") 对外投资管理、规范公司的对外投资行为,控制投资风险,提高经济效益,根 据《中华人民共和国公司法》(以下简称"《公司法》)"、《上海证券交易 所科创板股票上市规则》(以下简称"《科创板上市规则》")和《公司章 程》及其他相关法律、法规和规范性文件的规定,制定本办法。 第二条 本办法所称对外投资,是指公司及子公司根据国家法律法规、《公 司章程》及本办法的规定,采用货币资金、股权或实物、无形资产等方式、以 盈利或资产保值增值为目的而进行的资产或资本类运营活动,包括:股权投 资、增资扩股、对外收购兼并、证券金融类投资及其他投资行为等。 第三条 纳入公司合并会计报表范围的子公司(以下简称"子公司")发生 的本办法所述对外投资决策事项,视同公司发生的事项,适用本办法的规定。 第四条 公司对外投资行为应符合国家有关产业政策要求,符合公司发展战 略规划和经营宗旨,具有良好的经济效益,有利于优化公司产业结构,培育核 心竞争力。 第二章 投资决策和管理机构 第五条 公司股东会、董事会、董事长为公司 ...
天创时尚: 天创时尚股份有限公司对外投资管理制度(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-29 12:17
Core Viewpoint - The document outlines the external investment management system of Tianchuang Fashion Co., Ltd., aiming to standardize investment behaviors, enhance decision-making responsibility, and maximize shareholder interests while ensuring asset preservation and appreciation [2][21]. Group 1: General Principles - The external investment refers to various forms of investment activities aimed at obtaining future returns, including long-term equity investments and short-term financial investments [3]. - Basic principles for external investments include alignment with the company's development strategy, rational resource allocation, and the creation of good economic benefits [3]. Group 2: Approval Authority - The company implements a professional management and hierarchical approval system for external investments, requiring adherence to relevant laws and regulations [6]. - The decision-making bodies for external investments include the shareholders' meeting, the board of directors, and the chairman, each with specific decision-making scopes [6][7]. Group 3: Shareholders' Meeting Approval - Certain thresholds require shareholders' meeting approval after board review, including transactions involving assets exceeding 50% of total audited assets or net assets, and profits exceeding 50% of the last audited net profit [4][5]. - Cumulative transactions exceeding 30% of total audited assets within twelve months must also be submitted for shareholder approval [5]. Group 4: Board of Directors Approval - The board must approve transactions involving assets exceeding 10% of total audited assets or net assets, with specific monetary thresholds for various types of transactions [5]. - The board's approval is also required for transactions that significantly impact the company's financials, such as profits or revenues exceeding 10% of the last audited figures [5]. Group 5: Chairman's Approval - The chairman can make decisions for transactions involving less than 10% of total audited assets or net assets, with specific conditions outlined for various types of transactions [6]. Group 6: Special Regulations for Securities Investment - Securities investments must follow principles of legality, prudence, safety, and effectiveness, with strict internal control systems established to manage investment risks [10]. - The company is prohibited from using raised funds for securities investments and must ensure that investment operations are conducted by multiple personnel to prevent conflicts of interest [10][11]. Group 7: Financial Management and Auditing - The financial center is responsible for comprehensive financial records of external investments, ensuring compliance with accounting standards [20]. - Regular audits and evaluations of investment projects are mandated to maintain oversight and protect the company's interests [20].
音飞储存: 音飞储存对外投资管理制度(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-29 09:25
Core Points - The document outlines the external investment management system of Nanjing Yinfly Storage Equipment (Group) Co., Ltd, aiming to enhance investment management, standardize investment behavior, and maximize the time value of funds [1][2] Group 1: General Principles - The external investment refers to the company's activities to invest monetary funds, equity, or assessed physical or intangible assets for future returns [1] - Investments are categorized into short-term (up to one year) and long-term (over one year), with specific examples provided for each type [1] - Investment management must comply with national laws, company regulations, and align with the company's development strategy while ensuring the safety of funds [1] Group 2: Approval Authority - The investment approval process follows a hierarchical structure, requiring adherence to relevant laws and company regulations [2][3] - The approval authority is divided based on the investment amount, with different thresholds for the general manager, board of directors, and shareholders' meeting [2][3] Group 3: Organizational Management - The board's strategic committee is responsible for coordinating and analyzing investment projects, while the general manager leads the investment review team [4] - Various departments, including finance and strategic management, have defined roles in managing and evaluating investments [4] Group 4: Decision Management - Short-term investment decisions require a structured process, including profitability assessments and timely financial recording [5][6] - Long-term investments undergo preliminary evaluations and must be approved by the board after thorough analysis and feasibility studies [6] Group 5: Financial Management and Auditing - The finance department is tasked with comprehensive financial records and accounting for all investment activities, ensuring compliance with accounting standards [9] - Regular audits and evaluations of both long-term and short-term investments are mandated to safeguard the company's interests [9] Group 6: Reporting and Disclosure - The company must adhere to strict information disclosure obligations as per relevant laws and regulations, ensuring transparency in investment activities [10][11] - Subsidiaries are required to provide accurate and timely information to the parent company for effective oversight and compliance [10][11]
罗博特科: 罗博特科:对外投资管理制度(2025年8月)
Zheng Quan Zhi Xing· 2025-08-27 15:14
罗博特科智能科技股份有限公司 对外投资管理制度 罗博特科智能科技股份有限公司 对外投资管理制度 第一章 总则 第一条 为规范罗博特科智能科技股份有限公司(以下简称"公司")法人治 理结构,保证公司科学、安全与高效地作出决策,明确公司股东会、董事会等组织 机构在公司对外投资决策方面的职责,控制财务和经营风险,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》(以下简称 "《证券法》")《深圳证券交易所创业板股票上市规则》(以下简称"《创业板 股票上市规则》")《深圳证券交易所上市公司自律监管指引第 2 号——创业板 上市公司规范运作》(以下简称"《创业板上市公司规范运作》")等法律、法规、 规范性文件以及《罗博特科智能科技股份有限公司章程》(以下简称"《公司章 程》")的有关规定,结合公司实际情况,制定本制度。 第二条 本制度所称"公司对外投资事项"是指公司为获取未来收益而将一定 数量的货币资金、股权或者经评估后的实物或无形资产作价出资,对外进行各种 形式的投资活动(设立或增资全资子公司除外),包括但不限于下列行为: 罗博特科智能科技股份有限公司 对外投资管理制度 第三条 按照投资 ...
吉林高速: 吉林高速公路股股份有限公司对外投资管理制度
Zheng Quan Zhi Xing· 2025-08-27 13:17
Core Viewpoint - The document outlines the external investment management system of Jilin Expressway Co., Ltd., aiming to strengthen internal controls, standardize investment behaviors, reduce investment risks, and enhance economic benefits while protecting the rights of the company and its shareholders [1]. Investment Plan Management - The annual investment plan should align with the company's development strategy and financial budget, and any investment projects not included in the plan are generally not permitted [2][3]. - The annual investment plan includes key aspects such as investment direction, scale, structure, funding sources, and major project details [2][3]. External Investment Management - External investment refers to the company's activities to invest monetary funds, equity, or assessed assets to obtain future returns [4]. - The decision-making bodies for external investments are the shareholders' meeting and the board of directors, with specific approval authority based on the asset value involved [6]. Investment Approval Principles - The company implements a professional management and hierarchical approval system for external investments, with the board of directors approving investments involving assets not exceeding 10% of the latest audited total assets [6]. - Investments are categorized into short-term and long-term, with specific definitions and management processes for each type [10]. Financial Management and Auditing - The financial management department is responsible for comprehensive financial records of external investments, ensuring detailed accounting and timely reporting of financial conditions from invested entities [20][29]. - Regular audits are conducted for wholly-owned or controlled subsidiaries to ensure compliance with accounting policies and financial management standards [29]. Other Provisions - The company is obligated to fulfill information disclosure duties regarding investment matters as per relevant laws and regulations [21]. - Violations of the investment management system will result in accountability measures [38].
力合微: 对外投资管理办法(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-27 12:08
Core Viewpoint - The external investment management measures of Shenzhen Lihua Microelectronics Co., Ltd. aim to enhance the corporate governance structure, standardize investment decision-making processes, and ensure the legality and safety of the company's investments [1][8]. Group 1: General Principles of External Investment - External investment refers to various forms of investment activities and project exit behaviors, including equity investments, project cooperation, stock and fund investments, and debt investments [1]. - The principles of external investment include compliance with national laws, alignment with the company's development strategy, and adherence to a risk management system [1]. Group 2: Investment Decision Authority - Investment projects require approval from the shareholders' meeting, board of directors, and general manager based on their respective authority levels [1]. - Specific thresholds for investment that require shareholder approval include transactions involving assets exceeding 50% of the company's total audited assets or transaction amounts exceeding 50% of the company's market value [1][4]. Group 3: Procedures for Investment in Core Business - Investment suggestions related to the core business must be proposed in writing by shareholders, directors, senior management, and relevant departments [12]. - The general manager is responsible for organizing the review of investment proposals and preparing feasibility reports for board approval [12][20]. Group 4: Responsibilities and Supervision - The board of directors and general manager must regularly monitor the progress and effectiveness of major investment projects, holding responsible parties accountable for any deviations from planned investments or expected returns [35][36]. - The audit committee has the authority to supervise the company's investment activities, ensuring compliance with established procedures [36][37].
天目药业: 杭州天目山药业股份有限公司对外投资管理办法(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-27 10:06
Core Points - The document outlines the investment management measures of Hangzhou Tianmu Mountain Pharmaceutical Co., Ltd to standardize external investment management, enhance compliance efficiency, and reduce investment risks [1][2] - The investment is defined as the company's allocation of funds, equity, land use rights, or other assessed assets for future returns [1] - Investments are categorized into short-term and long-term based on their duration, with specific definitions provided for each type [1][3] Investment Approval Process - The investment approval must adhere to the Company Law, Shanghai Stock Exchange rules, and the company's articles of association [3][4] - The company implements a professional management and hierarchical approval system for external investments [2][3] Decision-Making Bodies - The shareholders' meeting and the board of directors serve as the decision-making bodies for external investments [3][6] - Certain investment transactions require board approval and must be submitted to the shareholders' meeting if they meet specified thresholds [5][6] Investment Principles - Investments must comply with national laws, align with national industrial policies and the company's development strategy, and not adversely affect the company's main business [4][5] Short-term Investment Procedures - The financial management center provides a cash flow statement and identifies suitable short-term investment opportunities [9][10] - A strict joint control system is required for securities investments, ensuring that at least two personnel are involved in operations [9][10] Long-term Investment Management - Long-term investments are managed by the board office, with other departments participating in the preparation of investment plans [11][12] - Contracts for long-term investments must be reviewed by the company's legal counsel before signing [11][12] Investment Transfer and Recovery - The company can recover investments under specific circumstances, such as project completion or inability to repay debts [26][27] - Investment transfers must comply with the Company Law and the company's articles of association [28][29] Financial Management and Auditing - The financial management center is responsible for comprehensive financial records of investment activities and must conduct annual checks on investments [34][35] - Subsidiaries must report financial statements monthly to ensure compliance with the company's financial policies [38][39] Information Disclosure - The company must fulfill its information disclosure obligations according to relevant laws and regulations [41][42] - Subsidiaries are required to provide accurate and timely information to the company for external disclosure [43][44]
灿勤科技: 江苏灿勤科技股份有限公司对外投资管理制度
Zheng Quan Zhi Xing· 2025-08-27 09:20
Core Viewpoint - The document outlines the external investment management system of Jiangsu Canqin Technology Co., Ltd., aiming to standardize external investment activities, control investment risks, and protect investors' rights [2][10]. Chapter 1: General Principles - The external investment refers to various forms of investment activities conducted by the company using cash, physical assets, or intangible assets [2]. - The company must adhere to national laws, regulations, and industry policies while prioritizing efficiency and risk control in its investment activities [2][3]. Chapter 2: Approval Authority for External Investments - Investments meeting certain thresholds must be approved by the board of directors and submitted to the shareholders' meeting for approval, including transactions involving assets over 50% of the company's audited total assets or profits exceeding 50% of the last audited net profit [5][6]. - Investments that do not meet these thresholds can be approved by the general manager [8]. Chapter 3: Management of External Investments - The board of directors, shareholders' meeting, and general office are responsible for decision-making regarding external investments within their authority [11]. - The strategic committee of the board is tasked with evaluating the feasibility, risks, and returns of major investment projects [12]. Chapter 4: Daily Management of External Investments - After approval, authorized departments or personnel are responsible for implementing the investment plan and must obtain proof of investment from the invested party [15][16]. - The company must select qualified financial institutions for entrusted financial management and monitor the progress and safety of the funds [17]. Chapter 5: Termination, Disposal, and Transfer of External Investments - The company can terminate or dispose of investments under specific circumstances, such as the expiration of the investment period or inability to repay debts [19]. - Transfers of investments are allowed if the project diverges from the company's operational direction or shows continuous losses [20]. Chapter 6: Supplementary Provisions - The document specifies that terms like "above" and "within" include the stated numbers, while "below" and "excluding" do not [24]. - The document will take effect upon approval by the shareholders' meeting and will be interpreted by the board of directors [28].
恒通股份: 恒通物流股份有限公司对外投资管理办法(2025年9月修订)
Zheng Quan Zhi Xing· 2025-08-27 09:20
Core Viewpoint - The document outlines the external investment management measures of Hengtong Logistics Co., Ltd., emphasizing the need for control, risk prevention, and efficiency in external investments. Group 1: General Principles - The purpose of the management measures is to strengthen control over external investments, standardize investment behavior, prevent risks, ensure safety, and improve investment efficiency [1][2] - External investments include financial asset investments and long-term equity investments, with specific definitions provided for each type [3] - The management principles include legality, adaptability to company strategy, optimization of investment portfolio, and maximum risk control [4] Group 2: Authorization and Approval - External investments must comply with relevant laws and company regulations, with significant investments requiring approval from the general manager, chairman, board of directors, or shareholders [6][7] - The general manager is responsible for organizing feasibility studies and evaluations of investment projects [8] Group 3: Feasibility Research and Decision-Making - A proposal for external investment must be prepared, including analysis and due diligence on the creditworthiness of the target company [12][13] - Collective decision-making is required for external investments, with the general manager responsible for implementing approved investment plans [15][16] Group 4: Execution of Investments - An implementation plan for external investments must be established, detailing funding amounts, methods, and responsible personnel [18] - The company is prohibited from using credit funds for trading stocks or lending funds for stock trading [19] Group 5: Monitoring and Management - Relevant departments must track the financial and operational status of invested companies and report any anomalies [21][22] - The finance department is responsible for controlling investment returns and ensuring all income is accounted for [24] Group 6: Disposal Control - The recovery, transfer, and write-off of investments must be collectively decided by the shareholders, board of directors, or general manager [26] - Transfer prices for investments must be evaluated by qualified institutions before approval [27] Group 7: Supervision and Inspection - An internal supervision system is established to check various aspects of external investments, including decision-making and financial status [30][31] Group 8: Information Disclosure - The company must fulfill its information disclosure obligations according to laws and regulations [32][33] Group 9: Accountability - Directors and management must carefully control investment risks and are held accountable for any violations or improper investment actions [34][35]
万和电气: 对外投资管理制度(2025年8月)
Zheng Quan Zhi Xing· 2025-08-26 16:45
General Principles - The purpose of the external investment management system is to strengthen the management of external investments by the company and its subsidiaries, standardize investment behavior, and protect the legal rights of the company and its shareholders [1] - External investments must comply with national laws and regulations, aiming for better economic benefits while adhering to principles such as alignment with national industrial policies and the company's business objectives [1][3] Types of External Investments - External investments include various forms such as equity investments, securities investments, derivatives trading, entrusted financial management, entrusted loans, and investments in subsidiaries [3] - Securities investments encompass activities like new share subscriptions, stock repurchases, and bond investments, while derivatives include futures, swaps, and options [3][4] Investment Decision-Making Structure - The decision-making bodies for external investments include the shareholders' meeting, board of directors, chairman, and president, each with specific authority [5] - The president is responsible for collecting information, evaluating new investment projects, and managing approved investment projects [5][6] Approval Authority for External Investments - External investments reaching certain thresholds must be approved by the board of directors and submitted to the shareholders' meeting for approval [7] - Specific thresholds include investments exceeding 50% of the audited annual revenue or net profit, or absolute amounts exceeding 50 million yuan for revenue and 5 million yuan for profit [7][8] Approval Procedures - The company must follow strict procedures for approving external investments, including preparing feasibility reports for board review [10][11] - The board must consider the reliability and objectivity of the feasibility reports before making decisions on external investments [11][12] Related Transactions - Transactions involving related parties must adhere to legal regulations and the company's articles of association, ensuring that related directors abstain from voting [9][11] - Independent directors must approve related transactions and may seek independent financial advisory reports for their judgments [11][12]