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鼎信通讯: 鼎信通讯对外投资管理制度(2025年8月)
Zheng Quan Zhi Xing· 2025-08-25 17:31
青岛鼎信通讯股份有限公司 对外投资管理制度 第一章 总则 第一条 为规范青岛鼎信通讯股份有限公司(以下简称"公司")对外投资行 为,防范投资风险,保障投资安全,提高投资效益,根据《中华人民共和国公 司法》(以下简称《公司法》)《上海证券交易所股票上市规则》(以下简称《股 票上市规则》)等法律法规和规范性文件以及《青岛鼎信通讯股份有限公司章程》 (以下简称《公司章程》)的相关规定,制定本制度。 第二条 本制度所称对外投资是指公司为获取未来收益而以一定数量的货币 资金、股权以及经评估后的实物或无形资产作价出资,进行各种形式的投资活 动。包括但不限于委托理财、委托贷款、投资新设公司、投资新项目、对子公 司增资、证券投资、风险投资等。 公司的对外投资构成关联交易的,应按照《青岛鼎信通讯股份有限公司关 联交易管理制度》的有关规定审批。 第三条 公司所有对外投资行为应不违反国家有关法规及产业政策,符合公 司长远发展计划和发展战略,有利于拓展主营业务,有利于公司的可持续发展, 有利于提高公司的整体经济利益。 第四条 本制度适用于公司所有的对外投资行为。子公司对外投资需事先经 公司批准后方可进行。公司对子公司的投资活动实施指 ...
开普检测: 《对外投资管理制度》(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-10 08:16
对外投资管理制度 (2025 年 8 月修订) 第一章 总则 许昌开普检测研究院股份有限公司 第一条 为了规范许昌开普检测研究院股份有限公司(以下简称"公司"或 "本公司")对外投资行为,防范投资风险,提高对外投资效益,根据《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》,参 照《深圳证券交易所股票上市规则》(以下简称《上市规则》)等法律法规的 相关规定和《许昌开普检测研究院股份有限公司章程》(以下简称《公司章 程》),制定本制度。 第二条 本制度所称对外投资,是指公司在境内外进行的下列以盈利或保 值增值为目的的投资行为: (一)向其他企业投资,包括单独设立或与他人共同设立企业、对其他企 业增资、受让其他企业股权等权益性投资; (二)购买交易性金融资产和可供出售的金融资产、向他人提供借款(含 委托贷款)、委托理财等财务性投资; (三)其他投资。 第三条 公司对外投资行为必须符合国家有关法规及产业政策,符合公司 发展战略,有利于增强公司竞争能力,有利于合理配置企业资源,创造良好经 济效益,促进公司可持续发展。 第二章 对外投资决策权限 第四条 公司应指定专门机构,负责对公司重大投资项目 ...
起帆电缆: 起帆电缆对外投资管理制度
Zheng Quan Zhi Xing· 2025-07-21 16:15
Core Points - The document outlines the external investment management system of Shanghai Qifan Cable Co., Ltd, aiming to regulate investment behaviors and protect the rights of the company and its shareholders [1][2] - The system is based on relevant laws, regulations, and internal company rules, including the Company Law and the Shanghai Stock Exchange's guidelines [1][2] Group 1: Definition and Scope of External Investment - External investment refers to the company's activities to invest monetary funds, equity, and various forms of assets to gain future returns, including establishing subsidiaries, joint ventures, and financial assistance [2] - The system applies to all external investment activities of the company and its subsidiaries, requiring prior approval for necessary investments [2][3] Group 2: Organizational Structure for External Investment - The shareholders' meeting and the board of directors serve as the decision-making bodies for external investments, each within their authority [5] - The board's strategic committee is responsible for coordinating and organizing the analysis and research of external investment projects [5][6] Group 3: Responsibilities and Reporting - The general manager is the main responsible person for implementing external investments, overseeing project planning, organization, and monitoring, and reporting progress to the board [6][7] - The investment development department is tasked with preparing feasibility studies and evaluating investment benefits [7][8] - The finance department manages funding and ensures timely returns on investment profits [8][9] Group 4: Approval Authority for External Investments - Approval for external investments must comply with the Company Law and relevant regulations, with specific thresholds for board or shareholder approval based on transaction amounts [11][12] - Transactions exceeding certain thresholds require board approval and timely disclosure, with specific criteria outlined for various types of transactions [12][13] Group 5: Procedures for External Investment Approval - The board of directors is responsible for approving external investment projects, which must be preceded by a feasibility study [30][31] - The shareholders' meeting must approve investments involving related transactions, ensuring that related shareholders abstain from voting [34][35] Group 6: Financial Management and Auditing - The finance department must maintain complete accounting records for external investments and analyze the financial status of invested companies [40][41] - Regular audits of subsidiaries are mandated to ensure compliance and financial integrity [43] Group 7: Miscellaneous Provisions - The document will take effect upon approval by the board of directors and will adhere to national laws and regulations in case of any discrepancies [44][46] - The board of directors is responsible for interpreting the provisions of this system [47]
东来技术: 对外投资管理制度
Zheng Quan Zhi Xing· 2025-07-14 16:28
Core Viewpoint - The document outlines the investment policies and procedures of Donglai Coating Technology (Shanghai) Co., Ltd, emphasizing the need for compliance with national laws and regulations, alignment with the company's development strategy, and maximizing economic benefits for shareholders [1][2]. Group 1: Investment Principles and Scope - The company’s external investments must comply with national laws and regulations and align with national industrial policies [2]. - External investments are defined as investments made using the company's monetary funds, physical assets, debts, net assets, intangible assets, and other legally permitted methods to generate profits [1]. - The scope of external investments is determined according to the company's articles of association [1]. Group 2: Decision-Making and Approval Authority - The decision-making bodies for external investments include the shareholders' meeting, the board of directors, and the general manager, each with specific authority limits [2][3]. - Certain investment matters require board approval if they meet specific thresholds, such as asset totals exceeding 50% of the company's audited total assets or transaction amounts exceeding 50% of the company's market value [2]. - The general manager has the authority to approve investments that do not exceed 10% of the company's audited total assets or market value [4]. Group 3: Investment Implementation and Management - Once an investment project is confirmed, a project implementation team must be established to oversee the entire process [6]. - The implementation team is responsible for tracking the project's progress, fund usage, operational status, and profitability, reporting regularly to the general manager or board of directors [6][7]. - For significant investment projects, external experts or intermediaries may be hired for feasibility analysis [7]. Group 4: Investment Recovery and Transfer - The company can recover external investments under specific circumstances, which must be reported and approved according to the established procedures [13]. - The company may also transfer external investments under certain conditions, following the regulations in the company's articles of association [14]. Group 5: Information Disclosure - The company must adhere to relevant regulations for information disclosure regarding external investments, as stipulated by the China Securities Regulatory Commission and stock exchange rules [16].
江苏华辰: 江苏华辰对外投资管理制度
Zheng Quan Zhi Xing· 2025-07-10 10:11
General Principles - The company establishes an external investment management system to strengthen internal control over investment activities, standardize investment industries, prevent investment risks, and enhance investment returns [1] - Investments include funds, futures, options, and other financial derivatives, as well as cash, physical assets, and intangible assets aimed at obtaining long-term returns through joint ventures, partnerships, and mergers [1] Investment Decision and Procedures - The shareholders' meeting and the board of directors serve as the decision-making bodies for external investments, exercising their decision-making authority within the scope of applicable regulations and the company's articles of association [2] - The general manager is the main responsible person for implementing external investments and must report investment progress to the board of directors [2] - The financial center is responsible for financial management of external investments, including feasibility analysis, handling funding procedures, and ensuring strict borrowing and payment processes [2] Implementation and Management of External Investments - Once an investment project is established, the general manager's office monitors the entire implementation process [3] - The general manager's office tracks project progress, funding usage, operational status, and returns, providing necessary reports and corrective measures as needed [3] Reporting and Compliance - If new situations arise during project implementation, such as investment recovery or transfer, the general manager's office must report within five working days [3] - Investments in stocks, funds, bonds, and futures must be approved according to applicable regulations and the company's articles of association, with regular reporting on the investment environment, risks, and returns [3] Management of Entrusted Financial Management - When the company engages in entrusted financial management, it must select qualified financial institutions and sign written contracts detailing the investment amount, duration, and responsibilities [4] - The financial center assigns personnel to track the progress and safety of entrusted funds, reporting any unusual situations promptly [4] Transfer and Recovery of Investments - The company can recover external investments under specific circumstances, and investment transfers must comply with relevant laws and regulations [4] - The transfer of investments must adhere to the provisions of the Company Law and the company's articles of association [4] Miscellaneous - Any matters not covered by this system will follow national laws, regulations, and the company's articles of association [4] - This system takes effect upon approval by the shareholders' meeting and is subject to modification as necessary [4]
南华期货: 南华期货股份有限公司对外投资管理制度
Zheng Quan Zhi Xing· 2025-06-27 16:26
Core Viewpoint - The document outlines the external investment management system of Nanhua Futures Co., Ltd., aiming to standardize investment behavior, enhance investment efficiency, and mitigate risks associated with external investments [1][2]. Group 1: General Principles - The external investment refers to long-term investments made by the company to obtain future returns, involving monetary funds, equity, and assessed physical or intangible assets, with a duration exceeding one year [1]. - The company must comply with national laws and regulations, align with national industrial policies, and adhere to the company's development strategy while effectively controlling investment risks [1]. Group 2: Organizational Structure for Investment Management - The investment management departments are responsible for the daily management of investment projects and tracking their progress [2]. - The audit committee has the authority to supervise investment projects and propose corrective actions for any violations [2]. - The finance department is responsible for coordinating the necessary procedures for investment, including capital contributions, business registration, tax registration, and bank account opening [2]. Group 3: Approval Authority for External Investments - Investment decisions are made by the shareholders' meeting, board of directors, and chairman within their respective authority [3]. - Certain thresholds must be met for investments to be submitted for board approval, including asset totals exceeding 10% of the company's audited total assets or net assets, and transaction amounts exceeding 10% of the audited net assets with a minimum of 10 million [3][4]. Group 4: Information Disclosure - The company must manage and disclose investment information in accordance with relevant laws and regulations [5]. - The finance department is tasked with reviewing approval documents and ensuring timely accounting treatment of investment disposals [5]. Group 5: Miscellaneous Provisions - Any matters not covered by this system will be executed according to national laws and regulations [6]. - The board of directors is responsible for interpreting this system, which takes effect upon approval by the shareholders' meeting [6].
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]