深圳市德明利技术股份有限公司 子公司管理制度 《深圳市德明利技术股份有限公司章程》 目 录 深圳市德明利技术股份有限公司 子公司管理制度 深圳市德明利技术股份有限公司 子公司管理制度 第一章 总则 第一条 为加强对深圳市德明利技术股份有限公司（以下简称"公司"）子 公司的管理，保护投资者的合法权益，根据《中华人民共和国公司法》等法律、 行政法规、部门规章、规范性文件、 二〇二五年九月 （以 深圳市德明利技术股份有限公司 子公司管理制度 （五）确保子公司业务纳入公司长期发展规划，符合公司的战略推进方向， 服务于公司长远发展目标。 第五条 子公司在制定章程以及设立基本管理制度时，须与公司相应或相关 的管理制度的基本原则和管理要求不相违背。 下简称"《公司章程》"）及公司内控制度规定，结合公司的实际情况，制定本制 度。 第二条 本制度所称"子公司"是指公司直接或间接持有其 50%以上的股份 或股权，或者虽未达到 50%但能够直接或间接决定其董事会半数以上成员的组成， 或者通过协议或其他安排能够实际控制的公司（包括全资子公司）或非公司制企 业。 第三条 对子公司管理指公司对子公司在规范治理、财务管理、经营管理、 内部 ...

Core Viewpoint - The company has established a subsidiary management system to enhance governance and control over its subsidiaries, ensuring sustainable development and compliance with relevant laws and regulations [1][2]. Chapter Summaries Chapter 1: General Principles - The management system aims to strengthen the company's control over its subsidiaries and improve governance levels [1]. - The term "subsidiary" refers to companies that are included in the company's consolidated financial statements and are controlled by the company [2]. Chapter 2: Governance and Operations of Subsidiaries - Subsidiaries must adhere to the governance structure as per the Company Law and other relevant regulations [2]. - The operation of shareholders' meetings, boards of directors, and supervisory boards in subsidiaries must comply with legal and regulatory requirements [2]. - The company exercises shareholder rights through the subsidiary's shareholders' meeting, including the nomination and election of directors and supervisors [2]. Chapter 3: Management Principles for Subsidiaries - The system is designed to establish effective control mechanisms for the organization, resources, assets, investments, and operations of subsidiaries [3]. - The company is responsible for guiding, supervising, and providing services to its subsidiaries [3]. - Subsidiaries must report significant business and financial matters to the company in a timely manner [4]. Chapter 4: Management of Major Matters and Information Disclosure - Subsidiaries must report any external guarantee matters to the company before proceeding [4]. - Major external guarantees must follow the company's approval procedures [4]. - Subsidiaries are required to establish management systems for the use of raised funds and comply with the company's fundraising management regulations [4]. Chapter 5: Internal Audit Supervision - The company will conduct regular or irregular audits of its subsidiaries [5]. - Subsidiaries must cooperate with the audit process and prepare for audits as required [5]. Chapter 6: Supplementary Provisions - The management system will be executed in accordance with national laws and regulations, and the company's articles of association [6]. - The board of directors is responsible for the formulation and interpretation of this system [6]. - The system will take effect from the date of approval by the board of directors [6].

Core Points - The document outlines the management system for subsidiaries of Hanhigh Group Co., Ltd, aiming to enhance control mechanisms and improve operational efficiency [2][3][4] Group 1: General Provisions - The management system is established to strengthen the company's control over its subsidiaries and protect investor interests [2] - Subsidiaries are defined as independent legal entities established by the company, including wholly-owned and controlled subsidiaries [2] - The system aims to improve risk control and enhance the company's overall operational efficiency and risk resistance [2][3] Group 2: Operational Norms - Subsidiaries must establish a sound corporate governance structure and internal management system in accordance with laws and regulations [4][6] - Major decisions such as asset restructuring, mergers, and financing must be approved by the company's board of directors [4][8] - Subsidiaries are required to provide timely and accurate information regarding their operational performance and financial status to the company's board [4][9] Group 3: Personnel Management - The company appoints directors, supervisors, and senior management for subsidiaries, ensuring compliance with legal and regulatory obligations [6][12] - Appointed personnel must adhere to the company's operational strategies and risk management policies [7][12] - Subsidiaries must implement the human resources management policies set by the group's HR department [13] Group 4: Financial Management - The company exercises vertical management over the financial accounting of subsidiaries, appointing financial management personnel as needed [9][14] - Subsidiaries must regularly report their financial status and are subject to internal audits [10][22] - Financial policies and estimates must comply with national accounting standards and the company's unified accounting policies [10][20] Group 5: Audit Supervision - An internal audit department is established to oversee the subsidiaries, with the authority to engage external auditors if necessary [12][27] - Subsidiaries are required to cooperate with internal audits and provide necessary documentation [12][29] - Any refusal to comply with audit requests is prohibited, ensuring accountability within the subsidiaries [12][30] Group 6: Supplementary Provisions - Any matters not covered by the system will be governed by relevant laws and the company's articles of association [15][31] - The board of directors is responsible for the formulation, modification, and interpretation of this management system [15][32]

广东安达智能装备股份有限公司 子公司管理制度 广东安达智能装备股份有限公司 子公司管理制度 第一章 总 则 《上海证券交易所科创板股票上市规则》 （以下简称"《上 《上海证券交易所科创板上市公司自律监管指引第 1 号——规范运作》 市规则》"）、 等法律、法规、规范性文件及《广东安达智能装备股份有限公司章程》（以下简 称"《公司章程》"）的相关规定，结合公司的实际情况，制订本制度。 第二条 本制度所称子公司是指公司根据总体战略规划、产业结构布局或业 务发展需要而依法设立或投资的、具有独立法人主体资格的公司，包括： 在 50%以上，具体是指公司持有其 50%以上的股权，或者持股 50%以下但能够 决定其董事会半数以上成员的当选，或者通过协议或其他安排能够实际控制的子 公司。 第三条 本制度旨在加强对子公司的管理，建立有效的控制机制，对子公司 的组织、战略、投资、生产、经营、财务、人事、信息披露等重要的经营运作活 动进行规范，加强对子公司的管控力度，提高公司整体运作效率和抗风险能力。 第四条 公司依据对子公司资产控制和规范运作要求，行使对子公司的重大 事项管理。同时，负有对子公司指导、监督和相关服务的义务。 第五 ...

General Principles - The purpose of the management measures is to strengthen the management of subsidiaries, standardize internal operations, promote healthy development, and enhance overall asset operation quality [2][3] - The term "subsidiary" refers to companies established by the company with independent legal status, including wholly-owned and controlled subsidiaries [3] - The company, as an investor, exercises supervision and management over major matters of subsidiaries and has the right to make decisions on investment returns, management selection, and equity disposal [3][4] Regulatory Operations - Subsidiaries must establish their articles of association and internal management systems in accordance with laws and regulations [7] - Subsidiaries are required to hold shareholder meetings and board meetings as stipulated in their articles of association [9] - Subsidiaries must provide timely, complete, and accurate information regarding their operational performance and financial status to the company [10] Personnel Management - The company exercises shareholder rights through the subsidiary's shareholder meeting and board of directors, appointing or recommending directors and senior management [13] - Appointed personnel must adhere to legal obligations and ensure compliance with national laws and regulations [16] - Subsidiaries must follow the company's unified human resources management system and report recruitment needs to the company [18] Operational Decision Management - Subsidiaries must comply with national laws and regulations in their operations and align their development plans with the company's overall strategy [20] - Any significant operational anomalies must be reported to the company promptly [22] - Subsidiaries are prohibited from making external equity investments without prior approval from the company [26] Financial Management - Subsidiaries must adhere to national fiscal and tax policies and establish accounting and financial management regulations [34] - Financial departments of subsidiaries are subject to guidance and supervision from the company's financial department [35] - Subsidiaries must report financial statements and relevant materials to the company, ensuring accuracy and completeness [39] Information Disclosure Management - The company's board office is responsible for daily information disclosure, and subsidiaries must not disclose insider information without approval [44] - Subsidiaries must report significant information that may impact stock trading prices to the company [47] - A confidentiality system for significant information must be established by subsidiaries [49] Internal Audit Supervision Management - The company conducts regular or irregular audits of subsidiaries, which must cooperate and provide necessary materials [50][52] - Internal audit opinions must be executed by subsidiaries, and any issues identified must be rectified [54] - The company implements a management inspection system for subsidiaries' operational management [56]

Core Points - The document outlines the management system for subsidiaries of Jilin Expressway Co., Ltd, aiming to enhance control mechanisms and operational efficiency while safeguarding investor rights [1][2][3] Group 1: General Principles - The management system is established to strengthen the control over subsidiaries, improve operational efficiency, and maintain the overall image of the listed company [1] - The system applies to the company and its wholly-owned subsidiaries, with guidelines for controlling and managing holding and equity investee companies [1][2] Group 2: Management Responsibilities - The General Manager is responsible for leading subsidiary management, while relevant departments provide guidance and supervision [2] - The Capital Operations Department manages subsidiary affairs, including information management and performance evaluation [2][3] Group 3: Management Content - The company exercises shareholder rights through board appointments and strategic decision-making for wholly-owned and holding subsidiaries [3][4] - Subsidiaries must establish a governance structure and operate independently while adhering to the company's regulations [3][4] Group 4: Personnel Appointment and Performance Evaluation - The company appoints directors to subsidiaries, ensuring that management personnel are recommended or appointed according to the subsidiary's regulations [4][5] - Performance evaluations for subsidiaries are based on key performance indicators, including revenue and cash flow [8][9] Group 5: Financial Management - Subsidiaries must establish financial management systems that comply with the company's standards and report financial performance regularly [11][12] - The company conducts audits and supervises financial activities to ensure compliance and prevent misconduct [12][13] Group 6: Information Management - Subsidiaries are required to provide timely and accurate information that may impact the company's image and must report significant events promptly [12][13] - Regular reporting includes monthly and quarterly financial statements and operational summaries [12][13] Group 7: Profit Distribution Management - Subsidiaries must follow legal and company regulations for profit distribution, with a focus on cash dividends when conditions allow [17][18] - The profit distribution policy must consider various factors, including industry characteristics and financial health [17][18]

Core Viewpoint - The document outlines the management system for subsidiaries of Shenzhen Lihe Microelectronics Co., Ltd., aiming to enhance control, ensure compliance, and improve operational efficiency while safeguarding the interests of the company and its investors [1][2]. Group 1: General Principles - The company establishes this system to strengthen control over subsidiaries, ensuring they operate in a standardized, efficient, and orderly manner [3]. - Subsidiaries are defined as independent legal entities established to meet the company's strategic and competitive needs [2]. - The company retains rights over major decisions regarding subsidiaries, including asset management and significant operational decisions [3][4]. Group 2: Appointment and Responsibilities of Directors and Senior Management - The company implements a delegation system for appointing directors, supervisors, and senior management in subsidiaries, with specific procedures for nominations and approvals [6][7]. - Appointed personnel must comply with legal and regulatory requirements and are responsible for ensuring adherence to laws and company policies [6][8]. - Directors and senior management are required to report on the operational status of subsidiaries and ensure the execution of the company's strategic directives [6][10]. Group 3: Operational Decision Management - Subsidiaries must align their operational plans with the company's overall strategy and establish risk management procedures [8][9]. - Investment decisions must follow a structured process, including feasibility studies and project evaluations to maximize investment returns [9][10]. - Significant transactions must be reported to the company's board and comply with relevant regulations [10][11]. Group 4: Financial Management - Subsidiaries are required to maintain independent financial records and adhere to accounting standards while submitting financial reports to the company [12][13]. - Strict controls on fund management and expenditure are mandated, with approvals required for significant financial transactions [12][13]. - Regular financial reporting is required, including monthly operational reports and annual financial statements [13][14]. Group 5: Information Management - Subsidiaries must provide timely and accurate information that could impact the company's image and operations [14][15]. - Important decisions and resolutions must be reported to the company promptly, especially those that could affect stock prices [14][15]. - The company’s information disclosure management system applies to subsidiaries, ensuring compliance with reporting obligations [15][16]. Group 6: Internal Audit and Supervision - The company conducts regular audits of subsidiaries to ensure compliance and operational efficiency [16][17]. - Audit findings must be addressed by subsidiaries, and corrective actions are to be implemented as necessary [16][17]. - The internal audit results are critical for the annual assessment of subsidiaries [17]. Group 7: Performance Evaluation and Incentives - A performance evaluation and incentive mechanism is established to motivate subsidiary management and align their goals with the company's strategic objectives [18][19]. - Annual assessments of senior management in subsidiaries are conducted based on performance criteria [19].

Core Points - The document outlines the system for appointing directors, supervisors, and senior executives in subsidiaries of Jiangsu Lianhuan Pharmaceutical Co., Ltd to strengthen management and protect the interests of the parent company [1][2] - The system is established in accordance with relevant laws, regulations, and internal control norms [1] Group 1: General Provisions - The system aims to enhance the management and control of subsidiaries by the parent company [1] - It defines the roles of appointed directors, supervisors, and senior executives as representatives of the parent company in subsidiaries [1] - The subsidiaries referred to include wholly-owned and controlled subsidiaries of the parent company [1] Group 2: Qualifications for Appointed Personnel - Appointed personnel must meet the qualifications set forth in the Company Law and the parent company's articles of association [2] - They should possess professional qualifications and experience of at least two years in similar positions [2] - Health and energy levels sufficient to fulfill their duties are also required [2] Group 3: Appointment and Dismissal Procedures - The appointment and dismissal procedures must comply with the collective decision-making system of the company [3] - The parent company's general manager, in collaboration with the HR department, recommends candidates for appointment [3] - The parent company may also utilize public recruitment to identify candidates for these positions [3] Group 4: Performance Evaluation and Compensation - The HR department of the parent company is responsible for evaluating the performance of appointed personnel [4] - Annual performance reports must be submitted by the appointed personnel to the HR department [4] - Compensation is linked to performance evaluations, with proposals submitted for approval by the parent company's management [4] Group 5: Legal Compliance and Responsibilities - Appointed personnel are required to comply with the Company Law and other relevant regulations [5] - The parent company retains the right to seek compensation for losses caused by negligence or misconduct of appointed personnel [5] - The system also applies to the appointment of personnel in affiliated subsidiaries, subject to actual circumstances [5]

亿晶光电科技股份有限公司 第三条 加强对分、子公司的管理，旨在建立有效的控制机制，对公司的 组织、资源、资产、投资和公司的运作进行风险控制，提高公司整体运作效率和 抗风险能力。 第四条 公司与子公司是平等的法人。公司以其持有的股权份额，依法对 子公司享有资产收益、重大决策、选择管理者、股份处置权等股东权利。 分公司作为公司的下属机构，公司对其实行统一管理，具有全面的管理权。 第五条 子公司在公司总体方针目标框架下，独立经营和自主管理，合法 有效地运作企业法人财产。同时，应当执行公司对子公司的各项制度规定。 第六条 公司的子公司同时控股其他公司的，该子公司参照本制度，建立 对其下属子公司的管理控制制度。 分、子公司管理制度 （2025 年 8 月修订） 第一章 总则 第一条 为规范亿晶光电科技股份有限公司（以下简称"公司"）对分公 司、子公司的管理控制及内部运作机制，维护公司和全体投资者利益，促进公司 规范运作和健康发展。根据《中华人民共和国公司法》（以下简称"《公司法》"） 《上海证券交易所股票上市规则》（以下简称"《股票上市规则》"）《亿晶光 电科技股份有限公司公司章程》（以下简称"《公司章程》"）等国家法 ...

General Provisions - The purpose of the management system is to strengthen the control over subsidiaries of Suzhou Hailu Heavy Industry Co., Ltd., standardize internal operations, and protect the rights of the company and its investors [1] - The term "subsidiary" refers to companies established by the company that have independent legal status, including wholly-owned subsidiaries and those where the company holds more than 50% of the shares or controls the board [1][2] Organizational Management - Subsidiaries must establish shareholder meetings, boards of directors, and supervisory boards according to their articles of association, with the company exercising management through participation in these meetings [4] - The company has rights proportional to its shareholding, including profit distribution, voting rights, and access to important documents [4][5] Operational Management - Subsidiaries must comply with national laws and regulations, and develop management goals aligned with the company's development plans [11] - The general manager of a subsidiary is responsible for preparing annual reports and operational plans, which must be submitted to the company's board for approval [12] Financial, Funding, and Guarantee Management - Subsidiaries must adhere to the company's unified financial management policies and submit relevant reports regularly [15] - Major expenditures and guarantees require prior approval from the company, ensuring strict control over financial activities [20][21] Investment Management - Subsidiaries can propose investment projects based on market conditions, which must be approved by the company [22] - The acquisition of fixed assets below 300,000 yuan can be decided by the subsidiary, while larger acquisitions require joint decision-making with the company's financial management [23] Information Disclosure and Reporting - Subsidiaries must report significant business and financial matters to the company's board secretary, ensuring compliance with disclosure obligations [26][27] Supervision and Audit - Subsidiaries are subject to internal and external audits to ensure compliance with management systems and financial practices [28][29] Assessment and Reward System - Subsidiaries must establish their own compensation and incentive mechanisms, subject to company review, and conduct annual assessments of their management personnel [32][33]