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戎美股份: 对外投资管理制度
Zheng Quan Zhi Xing· 2025-08-08 16:11
Core Viewpoint - The article outlines the decision-making procedures and principles for major business and investment decisions at 日禾戎美股份有限公司, emphasizing the need for compliance with laws, strategic alignment, resource allocation, and risk control [1][2]. Decision-Making Principles - The company adheres to national laws and regulations, aligns with national industrial policies, enhances competitive capabilities, rationally allocates resources, and strengthens risk management [1]. - A layered decision-making system involving the shareholders' meeting, board of directors, and general manager is implemented [1]. Decision-Making Scope - Major investment and operational decisions include asset purchases or sales, external investments, financial assistance, guarantees, leasing, management contracts, asset donations, debt restructuring, R&D project transfers, licensing agreements, and other investment matters [1][5]. - Daily operational activities such as purchasing raw materials and selling products do not fall under these regulations [1]. Decision-Making Authority and Procedures - Investment projects must undergo feasibility analysis and evaluation by relevant departments, with proposals submitted to the general manager's office for approval before being presented to the board of directors and shareholders' meeting [3][4]. - Specific thresholds for requiring shareholder or board approval for investment decisions are established, including asset totals and profit impacts [5][6]. Financial Assistance and Contract Approvals - Financial assistance must be approved by a two-thirds majority of the board and is subject to specific conditions regarding the recipient's financial status [7]. - Major contracts related to daily operations must be submitted for board approval if they exceed certain financial thresholds [10]. Implementation and Supervision - The company ensures that investment decisions are executed according to the resolutions made by the shareholders' meeting and board of directors, with designated departments responsible for implementation [9][16]. - Regular reporting and monitoring of investment projects are mandated to ensure compliance and assess performance [17][18]. Miscellaneous Provisions - The document stipulates that any unresolved matters will be governed by national laws and the company's articles of association [8][10]. - The system will take effect upon approval by the shareholders' meeting [11].