对外投资管理制度

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海鸥住工: 对外投资管理制度(2025年06月)
Zheng Quan Zhi Xing· 2025-06-25 19:45
Core Viewpoint - The document outlines the external investment management system of Guangzhou Seagull Housing Industrial Co., Ltd, aiming to standardize investment behavior, reduce risks, and enhance returns while protecting the rights of the company, shareholders, and creditors [1]. Chapter Summaries Chapter 1: General Principles - The external investment refers to various forms of investment activities aimed at obtaining future returns, including acquisitions, equity investments, and financial management [1]. - Investment activities must comply with national laws, align with the company's development strategy, focus on economic benefits, and protect the rights of stakeholders [1]. Chapter 2: Investment Authority and Approval Procedures - The company's shareholders' meeting and board of directors are the decision-making bodies for investments, each exercising authority within their respective limits [2]. - Certain investment matters require board approval if they meet specific thresholds, such as asset totals exceeding 10% of the latest audited total assets or net assets exceeding 1 million [2][3]. - Transactions involving assets totaling over 50% of the latest audited total assets or net assets require shareholder meeting approval [3][4]. Chapter 3: Organizational Management of External Investments - The investment department is responsible for managing external investments, including planning, supervising, and analyzing the performance of new investment projects [6][7]. - The finance department assists in evaluating investment effectiveness and managing funding [7]. Chapter 4: Personnel Management for External Investments - The company must appoint directors and management personnel to influence the operational decisions of newly established or controlled companies [9][10]. Chapter 5: Accountability - Directors and senior management must exercise caution in investment activities and are held accountable for any violations or improper investments [10][11]. - Departments or individuals failing to fulfill their responsibilities may face penalties or compensation obligations [11]. Chapter 6: Supplementary Provisions - The system will be executed in accordance with relevant laws and regulations, and it will take effect upon approval by the shareholders' meeting [11].
三旺通信: 深圳市三旺通信股份有限公司对外投资管理制度(2025年5月修订)
Zheng Quan Zhi Xing· 2025-05-30 10:48
General Principles - The company establishes an external investment management system to regulate its investment activities, control risks, and protect investors' rights [1][2] - External investments include various forms of investments made with cash, physical assets, or intangible assets, and must comply with national laws and policies [1][3] Approval Authority - The company's shareholders' meeting and board of directors are the decision-making bodies for external investments, with the general manager authorized to approve investments within the board's delegated authority [1][10] - Investments exceeding certain thresholds must be approved by the board and submitted to the shareholders' meeting, including cases where the total asset amount exceeds 50% of the company's audited total assets or the transaction amount exceeds 50% of the company's market value [1][4] Investment Management - The board's strategic committee is responsible for evaluating the feasibility, risks, and returns of major investment projects, while the finance department manages financial assessments and records for these investments [1][6][10] - The company must adhere to principles such as alignment with development strategy, compatibility with company scale, and prioritizing efficiency and risk control [3][4] Daily Management - After approval, the authorized department or personnel must implement the investment plan and sign contracts, ensuring no payments are made before contract signing [6][7] - The board regularly reviews the progress and effectiveness of major investments, addressing any deviations from planned investments or expected returns [7][8] Transfer and Recovery of Investments - The company can recover investments under specific circumstances, such as project completion, bankruptcy, or force majeure events [8][9] - Transfers of investments are permitted when projects deviate from the company's direction, incur continuous losses, or when the company needs to supplement funds [8][9] Information Disclosure - The company and its subsidiaries must disclose investment information in accordance with regulations from the China Securities Regulatory Commission and the Shanghai Stock Exchange [9] Miscellaneous - The investment management system is subject to national laws and regulations, and any inconsistencies will defer to those higher authorities [9][10] - The system becomes effective upon approval by the shareholders' meeting and can be modified with their consent [9][10]