对外投资管理

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福田汽车: 《对外投资管理制度》(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-01 16:35
北汽福田汽车股份有限公司 对外投资管理制度 (2023 年 9 月制定,2025 年 8 月第一次修订) 第一章 总则 第一条 为规范北汽福田汽车股份有限公司(以下简称"公司")对外投资行为、加强对外投资管理, 保障对外投资合规,防范对外投资风险,提高对外投资效益,根据《上海证券交易所股票上市规则》 《北 汽福田汽车股份有限公司章程》《董事会投资管理委员会议事规则》等相关规定,结合公司实际情况, 制 定本制度。 第二条 本制度所称的对外投资,是指公司及公司全资、控股子公司作为出资主体,以一定数量的货 币 资金、股权、实物或无形资产作价出资,进行各种形式的对外投资的行为,具体包括: (一)股权类投资:包括新设全资、控股子公司或参股公司;向包括子公司、参股公司在内的现有企 业增资;与其他单位进行联营、合营;股权收购;认购新发行股份等; (二)处置股权类投资:包括股权转让、股权退出、对现有投资企业减资等; (三)放弃现有投资企业股权的优先购买权或优先认缴出资权等权利; (四)投资股票、基金、债券、期货、衍生品等金融产品; (五)委托理财; (六)法律、法规允许且公司业务发展需要的其他对外投资。 第三条 本制度适用于 ...
精研科技: 对外投资管理制度
Zheng Quan Zhi Xing· 2025-08-01 16:35
(一)遵守国家法律、法规和《公司章程》的有关规定; (二)维护公司和全体股东的利益,争取效益的最大化; 江苏精研科技股份有限公司 第一章 总则 第一条 为了规范江苏精研科技股份有限公司(以下简称"公司")的投资 管理,提高资金运作效率,保证资金运营的安全性、收益性,实现投资决策的科 学化和经营管理的规范化、制度化,依据《中华人民共和国公司法》、《中华人 民共和国证券法》、《深圳证券交易所创业板股票上市规则》(简称"《股票上 市规则》")及《江苏精研科技股份有限公司章程》(以下简称"公司章程"), 结合公司具体情况,特制定本制度。 第二条 本制度适用于公司及下属控股子公司的对外投资行为。 第三条 本制度所指的对外投资(简称为:投资)指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。其中,短期投资是指各种能够随 时变现、持有时间不超过一年的有价证券以及不超过一年的其他投资;长期投资 是指短期投资以外的投资,即公司不准备随时变现、持有时间在一年以上的投资。 第四条 投资的目的:有效地利用闲置资金或其他资产,进行适度的资本扩 张, ...
嘉元科技: 广东嘉元科技股份有限公司对外投资管理制度
Zheng Quan Zhi Xing· 2025-08-01 16:23
第三章 对外投资的决策管理程序 第十条 公司董事会负责审批的对外投资项目,由总裁组织项目负责部门对 拟投资项目进行调研、论证,编制对外投资项目的可行性研究报告, 并提交董事会审议。 广东嘉元科技股份有限公司 治理制度汇编 广东嘉元科技股份有限公司 对外投资管理制度 第一章 总 则 第二章 对外投资的组织管理机构 (二) 由于投资项目(企业)经营不善,无法偿还到期债务,依法实施破 产; (三) 由于发生不可抗力而使项目(企业)无法继续经营; (四) 合同或协议规定投资终止的其他情况出现或发生时。 第二十条 发生或出现下列情况之一时,公司可以转让对外投资: (一) 公司发展战略或经营方向发生调整的; (二) 投资项目出现连续亏损且扭亏无望没有市场前景的; (三) 由于自身经营资金不足急需补充资金时; (四) 公司认为有必要的其他情形。 第二十一条 投资转让应严格按照《中华人民共和国公司法》和《公司章程》有 关转让投资规定办理。处置对外投资的行为必须符合国家有关法律、 法规的相关规定。 第二十二条 批准处置对外投资的程序与权限与批准实施对外投资的权限相同。 第五章 对外投资的人事管理 第二十三条 公司对外投资组建合 ...
国晟科技: 对外投资管理办法(2025年修订)
Zheng Quan Zhi Xing· 2025-08-01 16:23
国晟世安科技股份有限公司 对外投资管理办法 (2025 年修订) 第一章 总则 第一条 为加强国晟世安科技股份有限公司(以下称"公司")对外投资活 动的管理,规范公司的投资行为,提高资金运作效率,保护公司和股东的利益, 根据《中华人民共和国公司法》(下称《公司法》)及其他有关法律法规以及《国 晟世安科技股份有限公司章程》,并结合本公司具体情况制定本办法。 第二条 本办法所称投资,是指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。 第七条 本公司对外投资的审批应严格按照《公司法》、证券交易所《股票 上市规则》和中国证券监督管理委员会的有关法律、法规及《公司章程》、《董 事会议事规则》、《股东会议事规则》等规定的权限履行审批程序。 第八条 公司对外投资实行专业管理和逐级审批制度。 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。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(含)的投资,包括 各种股票、债券、基金等;长期投资主要指投资期限超过一年,不能随时变现 ...
合锻智能: 合肥合锻智能制造股份有限公司对外投资管理制度(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-01 16:13
Core Points - The document outlines the external investment management system of Hefei Huoju Intelligent Manufacturing Co., Ltd. to enhance investment efficiency and mitigate risks [1] - The system aims to establish an effective investment mechanism for decision-making and management of external investments [1] Chapter 1: General Principles - External investment refers to various investment activities made by the company to obtain future returns using monetary funds, equity, land use rights, and other legally permitted assets [1] - The principles of external investment include compliance with national laws, alignment with the company's long-term development strategy, and safeguarding the fundamental interests of the company and its shareholders [1] Chapter 2: Approval Authority for External Investments - The decision-making bodies for external investments are the shareholders' meeting, the board of directors, and the general manager, each operating within their respective authority [2] - Certain investment matters must be submitted to the shareholders' meeting if they meet specific thresholds, such as asset total exceeding 50% of the company's audited total assets or transaction amounts exceeding 50% of the audited net assets with an absolute amount over 50 million [2][3] Chapter 3: Internal Control of Major Investments - The company must designate relevant departments to conduct feasibility studies, risk assessments, and monitor the execution of major investment projects [4] - The board of directors should regularly review the progress and effectiveness of major investments and hold responsible parties accountable for any deviations from planned investments [5] Chapter 4: Daily Management of External Investments - The general manager is responsible for the daily management of external investment projects [6] - For joint ventures or partnerships, the company should appoint management personnel to influence operational decisions [6] Chapter 5: Transfer and Recovery of External Investments - The company can recover investments under certain conditions, such as project completion or inability to repay debts [7] - The company may transfer investments if they no longer align with business direction or if there are continuous losses [7] Chapter 6: Information Disclosure - The company must fulfill information disclosure obligations in accordance with relevant laws and regulations [7] - The investment management system applies to all external investment activities of the company and its subsidiaries [7]
振德医疗: 振德医疗投资决策管理制度
Zheng Quan Zhi Xing· 2025-07-23 16:23
General Principles - The investment decision management system aims to standardize the company's external investment behavior, mitigate investment risks, and enhance investment efficiency in accordance with relevant laws and regulations [1][2] - External investments are defined as various forms of investment activities made by the company to obtain future returns or meet operational needs, including equity investments, operational investments, and investments in securities and financial derivatives [1] Investment Classification - External investments are categorized into short-term and long-term investments based on the investment duration, with short-term investments being those that can be liquidated within one year and long-term investments exceeding one year [1] Approval Authority - The company implements a hierarchical approval system for external investments, adhering to the provisions of the Company Law, Listing Rules, and the company's articles of association [2][3] - The decision-making bodies for external investments include the shareholders' meeting, board of directors, and the chairman, each with specific approval authority based on the size and nature of the investment [2][3] Investment Management - The board of directors' office is responsible for managing external investments, including project evaluation, drafting legal documents, and overseeing investment execution [4][5] - The finance department is tasked with financial management of external investments, including tax registration and bank account management [4][5] Decision-Making Procedures - Short-term investment decision-making involves pre-selecting investment opportunities, providing cash flow statements, and following the approval process [6] - Long-term investments require initial evaluations, investment contracts, and adherence to approval processes before formal signing [6][7] Reporting and Auditing - The finance department must maintain comprehensive financial records for external investments and conduct annual audits of both short-term and long-term investments [10] - Invested companies are required to report their operational status and financial statements monthly to the company [10] Information Disclosure - The company must comply with information disclosure obligations as stipulated by the Company Law and other relevant regulations regarding external investments [10]
江苏雷利: 对外投资管理办法(2025年7月)
Zheng Quan Zhi Xing· 2025-07-23 16:14
Core Viewpoint - The document outlines the external investment management measures of Jiangsu Leili Electric Motor Co., Ltd., aiming to standardize investment behavior, mitigate risks, and enhance investment efficiency in accordance with relevant laws and regulations. Group 1: General Principles - The purpose of the external investment management measures is to regulate the company's investment activities, prevent investment risks, and improve investment efficiency based on the Company Law and other relevant regulations [1] - External investment refers to the company's activities to invest monetary funds, equity, or assessed physical or intangible assets for future returns, including establishing subsidiaries, increasing investments, joint ventures, mergers, and financial assistance [1] Group 2: Investment Categories and Approval Authority - External investments are categorized into long-term and short-term investments, with short-term investments being those that can be liquidated within one year, while long-term investments are those that cannot be liquidated within that timeframe [2] - Investments that meet certain thresholds, such as asset totals exceeding 50% of the company's audited total assets, require board approval and must be submitted to the shareholders' meeting for review [7] - For transactions involving assets totaling over 10% of the company's audited total assets, board approval and timely disclosure are required [8] Group 3: Decision-Making and Management Structure - The decision-making bodies for external investments include the shareholders' meeting, board of directors, and the general manager, with no other departments or individuals authorized to make investment decisions [12] - The board's Strategic and Sustainable Development Committee is responsible for evaluating major investment projects, including feasibility and risk assessments [6] - The finance department manages the financial aspects of external investments, ensuring that investment budgets are integrated into the overall business budget [16] Group 4: Investment Procedures - Short-term investment decisions involve the finance director pre-selecting investment opportunities based on profitability, followed by a structured approval process [19] - Long-term investment projects require a feasibility study and must be approved by the general manager or higher authorities depending on the investment size [22] - Contracts for long-term investments must be reviewed by legal advisors and approved by authorized decision-making bodies before signing [25] Group 5: Ongoing Management and Disclosure - The board of directors is responsible for regularly monitoring the progress and effectiveness of major investment projects, addressing any deviations from planned investments [29] - The general manager oversees the daily management of external investment projects, ensuring that the company's interests are maintained [30] - The company must comply with legal and regulatory requirements for information disclosure related to external investments [36]
长城汽车: 长城汽车股份有限公司对外投资管理制度(修订稿)
Zheng Quan Zhi Xing· 2025-07-18 16:24
General Principles - The purpose of the external investment management system is to standardize the external investment behavior of the company, prevent investment risks, improve investment efficiency, and protect the interests of the company and its investors [1] - External investment refers to the activities where the company transfers its assets to obtain another asset for wealth increase or other benefits [1] Types of Investments - Short-term investments are defined as investments that can be liquidated at any time and held for no more than one year, including various stocks, bonds, funds, or other securities [2] - Long-term investments are those held for more than one year and include bond investments, equity investments, and other types of investments [2] Decision-Making Authority - The decision-making bodies for external investments include the shareholders' meeting, the board of directors, and the chairman, each operating within their respective authority [3] - Certain external investment matters require approval from the shareholders' meeting, particularly those involving amounts over RMB 30 million or transactions that exceed 5% of the company's latest audited net asset value [3][4] Investment Approval Process - The board of directors has the authority to decide on external investments below the thresholds set in the previous section [4] - The chairman can independently exercise investment authority for projects not exceeding 10% of the company's latest audited net asset value [4][5] Implementation and Management - Prior to making significant external investments, a feasibility study must be conducted, analyzing investment return rates, internal rates of return, payback periods, and other relevant factors [5] - The company must sign investment contracts or agreements with the invested parties and ensure proper documentation and authorization for the investment [6] Asset Management - Investment assets can be managed by independent institutions or by the company itself, with strict control measures in place to prevent fraud [7] - The finance department is responsible for maintaining complete accounting records of the company's external investment activities [7][8] Information Disclosure - The company's external investment activities must comply with current accounting standards and disclosure requirements for publicly listed companies [8][9] Miscellaneous - The board of directors is responsible for interpreting the external investment management system, which will take effect upon approval by the shareholders' meeting [9]
气派科技: 气派科技股份有限公司对外投资管理办法
Zheng Quan Zhi Xing· 2025-07-17 16:08
Core Viewpoint - The document outlines the external investment management measures of Qipai Technology Co., Ltd., aiming to standardize investment behaviors, enhance investment efficiency, and mitigate risks while maximizing 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 [2]. - Investments are categorized into short-term and long-term based on the duration, with short-term investments being those that can be liquidated within one year, and long-term investments being those held for over a year [2]. - The investment management should align with the company's development strategy, rationally allocate resources, and promote optimal combinations of factors to create good economic benefits [2]. Group 2: Approval Authority - The company implements a professional management and hierarchical approval system for external investments [3]. - The decision-making bodies for external investments include the shareholders' meeting, board of directors, and the general manager's office, with no other departments or individuals authorized to make investment decisions [3][4]. Group 3: Organizational Management - An investment review team is established, led by the general manager, responsible for collecting information, preliminary evaluations, and establishing a project database for investment suggestions [3][4]. - The investment management department is tasked with researching and formulating the company's development strategy, evaluating major investment projects, and managing the responsibilities of subsidiaries and holding companies [3][4]. Group 4: Decision Management - For short-term investments, the investment management department pre-selects investment opportunities based on profitability, and the financial department provides cash flow statements [4][5]. - Long-term investment projects require preliminary evaluations, feasibility studies, and must be approved by the board of directors and, if necessary, the shareholders' meeting [5][6]. Group 5: Transfer and Recovery of Investments - The company can recover investments under specific circumstances, such as project completion, bankruptcy, or force majeure [7]. - Investment transfers are permitted when projects deviate from the company's direction, incur continuous losses, or when urgent funding is needed [7]. Group 6: Financial Management and Auditing - The financial department is responsible for comprehensive financial records of external investments, ensuring compliance with accounting standards [8][9]. - Annual checks of long and short-term investments are mandated, along with regular audits of subsidiaries [8][9]. Group 7: Reporting and Disclosure - External investments must adhere to legal and regulatory requirements, with significant investments requiring shareholder meeting approval [10][11]. - Subsidiaries are obligated to provide accurate and timely information to the company for disclosure purposes [10][12].
嵘泰股份: 嵘泰股份对外投资管理制度
Zheng Quan Zhi Xing· 2025-07-16 16:27
Core Viewpoint - The document outlines the external investment management system of Jiangsu Rongtai Industrial Co., Ltd, aiming to standardize investment behaviors, reduce risks, and enhance investment efficiency [2][3]. Summary by Sections General Principles - The external investment refers to various forms of investment activities using monetary funds, physical assets, intangible assets, or other asset forms [2]. - Investments are categorized into equity investments, operational project investments, venture capital, entrusted financial management, and other investments [2]. Investment Decision Authority - The investment and finance departments are responsible for feasibility studies and assessments of external investment projects [4]. - The finance department manages the financial aspects of investments, including funding and compliance with legal requirements [4][5]. - The decision-making bodies for external investments include the shareholders' meeting, board of directors, and general manager, with specific thresholds for board and shareholder approval [5][6]. Execution Control - The company must consider investment risks and expected returns when determining investment plans [9]. - After approval, the investment plan must specify funding amounts, methods, and responsible personnel [9]. - The finance department is tasked with maintaining detailed financial records of investments and ensuring compliance with accounting standards [10][13]. Investment Disposal - The company can terminate or recover investments under specific circumstances, such as project completion or financial distress [11][12]. - The procedures for disposing of investments are aligned with those for approving investments [11][12]. Tracking and Supervision - The general manager oversees the daily management of investment projects, while the board of directors monitors significant projects' progress and effectiveness [13][14]. - The finance department conducts regular audits and maintains detailed records of all investment activities [13][14]. Additional Provisions - The document stipulates that the company must select qualified financial institutions for entrusted financial management and ensure proper oversight of investment safety [14]. - The board of directors is responsible for interpreting the investment management system, which takes effect upon approval by the shareholders' meeting [15].