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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 ...
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
Core Viewpoint - The article outlines the external investment management system of Robotech Intelligent Technology Co., Ltd., emphasizing the need for a structured governance framework to ensure effective decision-making and risk control in external investments [1][2]. Group 1: Investment Management Principles - The investment management should adhere to legal regulations, align with the company's development strategy, and optimize resource allocation to create good economic benefits [2]. - The system applies to the company and its wholly-owned and controlling subsidiaries, with centralized management of external investments [2]. Group 2: Decision-Making Authority - External investments require a professional management and hierarchical approval system, with the board of directors, shareholders' meeting, and CEO as decision-making bodies [6]. - Investments meeting specific thresholds must be approved by the board and submitted to the shareholders' meeting for final approval [7]. Group 3: Types of External Investments - External investments include establishing new enterprises, increasing capital in existing enterprises, operational project investments, stock and bond investments, and other financial activities [4][5]. Group 4: Investment Approval Process - The investment proposal can be initiated by shareholders or directors, followed by a comprehensive analysis by investment analysts to assess feasibility and alignment with company strategy [16]. - The CEO is responsible for the initial review and must submit proposals exceeding their approval authority to the board [17][18]. Group 5: Post-Investment Management - The company’s relevant departments are responsible for the ongoing management of external investment projects, ensuring financial records are maintained and risks are evaluated [22][26]. - Financial departments must keep detailed accounts for each investment project and assess financial performance regularly [26]. Group 6: Information Disclosure - The company must comply with information disclosure obligations as per relevant laws and regulations, ensuring transparency in investment activities [35][36]. - Subsidiaries are required to report significant events, including asset acquisitions and major contracts, to the company's board secretary promptly [38].
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].