控股子公司管理办法 第一章 总则 北京双杰电气股份有限公司 第一条 为加强对北京双杰电气股份有限公司（以下简称"公司"）控股子公司 的管理控制，确保控股子公司业务符合公司的总体战略发展方向，有效控制经营风险， 保护投资者合法权益，根据《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》（以下简称《上市规则》）、《深圳证券交易所 创业板上市公司规范运作指引》 （以下简称《规范运作指引》等法律和行政法规及《北 京双杰电气股份有限公司章程》（以下简称"《公司章程》"）的有关规定，并结合 公司的实际情况，制定本办法。 第二条 本办法所称控股子公司（以下简称子公司）指公司直接持有的股权或股 份占注册资本50%以上的子公司；公司间接持有的股权或股份占注册资本50%以上的子 公司；持股比例虽然不足50%，但可以决定其董事会半数以上成员、或者能通过协议 或其他安排实际控制的子公司。 第三条 公司各职能部门，公司委派至各子公司的董事、监事、高级管理人员对 本办法的有效执行负责。 第四条 子公司应按照上市公司的标准规范运作，严格遵守《上市规则》《规范 运作指引》等其他法律和行政法规及本办法的规定 ...

General Principles - The purpose of the management measures is to strengthen the control of the company over its subsidiaries, effectively prevent operational risks, and protect the legal rights of the company and its investors [1][2] - The measures aim to maintain the overall interests of the company, establish a sound internal control system, clarify the responsibilities of the group and its subsidiaries, and ensure efficient and orderly operations of the subsidiaries [1][2] Application Scope - The regulations apply to the company and its subsidiaries, which must establish control systems for their own subsidiaries and accept supervision from the company [2] Responsibilities of Appointed Personnel - The company has the right to appoint directors, supervisors, and senior management personnel to its subsidiaries based on its shareholding ratio and management needs [2][3] - Appointed personnel must comply with relevant laws and regulations and are responsible for the effective execution of the management measures [3][4] Operational Management - Subsidiaries must adhere to national laws and regulations in their operational activities and develop their own management systems in line with the group's development plans [11][12] - Annual operational plans must be prepared by the subsidiaries and approved by the group, including key economic indicators and sales strategies [12][13] Financial Management - Subsidiaries must comply with national accounting standards and the group's financial management policies, regularly reporting financial data to the group [19][20] - Strict control over non-operational expenditures and related party transactions is required to avoid any misuse of funds [24][25] Investment Management - Subsidiaries can propose investment projects based on market conditions, which must be approved by the group, ensuring that investments are legal, prudent, and effective [28][29] - Investment projects must be reported on regularly to ensure asset preservation and value appreciation [30] Reporting of Major Events - Subsidiaries must establish a reporting system for major business and financial events, ensuring timely communication with the group [33][34] - Compliance with confidentiality obligations regarding sensitive information is mandatory [36] Audit and Supervision - The group's audit department is responsible for supervising the execution of the management measures and conducting regular audits of the subsidiaries [38][39] - Audits will cover compliance with laws, management systems, and financial conditions [40][41] Incentive and Penalty System - Subsidiaries must establish mechanisms to motivate management and staff, aligning responsibilities, rights, and benefits [43][44] - The group will assess the performance of subsidiary leaders based on economic benefits and compliance with management measures [44][46]

General Principles - The management system for subsidiaries of Zhejiang Lanyu Digital Technology Co., Ltd. aims to standardize the operational management of subsidiaries, promote healthy development, optimize resource allocation, and enhance operational enthusiasm and creativity [1][2] - A subsidiary is defined as a company with independent legal status that is controlled or effectively controlled by the company, holding more than 50% of the shares or having significant influence over decisions [1][2] Relationship and Rights - The company and its subsidiaries maintain an equal legal relationship, with the company enjoying shareholder rights such as asset rights, major decision-making, and management selection based on its shareholding [2][3] - Subsidiaries have independent legal property rights and are responsible for their own profits and losses, while also being accountable for the preservation and appreciation of the capital invested by the company [2][3] Management and Supervision - The company manages significant matters of subsidiaries in accordance with regulatory requirements and internal management systems, ensuring compliance with laws and regulations [2][3] - Subsidiaries must provide timely, complete, and accurate information regarding their operational performance and financial status to the company's board of directors [3][4] Personnel Management - The company exercises shareholder rights through the subsidiary's shareholder meeting to establish its articles of association and appoint directors and senior management [5][6] - Directors and senior management of subsidiaries are required to act in the best interests of the company, comply with laws, and report significant matters to the company [6][7] Financial Management - Subsidiaries must adhere to national financial and tax policies, establish their own accounting and financial management systems, and ensure the legality and accuracy of financial data [7][8] - The financial operations of subsidiaries are managed by the company's finance department, which provides guidance and supervision [8][9] Decision-Making and Investment - Subsidiaries' operational and development plans must align with the company's overall strategy, and investment decisions must follow established procedures [9][10] - Major transactions such as asset purchases or sales, external investments, and guarantees require approval from the company's board of directors [10][11] Information Disclosure - The chairman of the subsidiary is responsible for information management and must report significant matters to the company's board secretary [12][13] - Subsidiaries are required to disclose major events and changes that could impact the company's stock price in a timely manner [13][14] Internal Audit and Supervision - The company conducts regular audits of subsidiaries, which must cooperate and provide necessary documentation for the audit process [14][15] - Subsidiaries are required to implement corrective actions based on audit findings and submit reports on their progress [15][16] Performance Evaluation and Accountability - Subsidiaries must establish performance evaluation and reward systems to motivate management and staff, and conduct annual assessments of senior management [16][17] - If directors or senior management fail to fulfill their responsibilities, the company has the right to impose penalties and seek compensation for losses incurred [17][18] Final Provisions - The management system will be effective upon approval by the company's board and will be revised as necessary to comply with relevant laws and regulations [18]

Group 1 - The company aims to strengthen the management of its subsidiaries to ensure their standardized, efficient, and orderly operation, thereby protecting the overall image of the company and safeguarding investor interests [1][2] - The management of subsidiaries is intended to establish effective control mechanisms over the organization, resources, assets, and operations of the company, enhancing overall operational efficiency and risk resistance [2][3] - Subsidiaries are required to operate independently while adhering to the company's overall strategic goals and must strengthen self-discipline management [2][3] Group 2 - Subsidiaries must hold at least one shareholders' meeting and two board meetings annually, ensuring compliance with relevant laws and regulations [3][4] - Subsidiaries are responsible for providing timely, complete, and accurate information regarding their operational performance, financial status, and business prospects to the company's board of directors [3][5] - The financial management of subsidiaries must comply with national fiscal and tax policies, ensuring the legality, authenticity, and completeness of accounting data [5][6] Group 3 - The company will appoint or recommend directors and senior management to subsidiaries based on investment ratios to achieve governance and monitoring [4][5] - Subsidiaries must report significant matters such as asset acquisitions, major lawsuits, and important contracts to the company's board of directors in a timely manner [7][8] - The company will conduct regular or irregular audits of subsidiaries, which must cooperate fully during the audit process [6][7]

General Principles - The company aims to strengthen management control over its subsidiaries and standardize internal operations to protect the rights of the company and its investors [1] - The company exercises shareholder rights through voting and appointing directors and supervisors to its subsidiaries, while also providing guidance and supervision [1][2] Management Principles - The management control over subsidiaries is intended to establish effective control mechanisms to enhance governance structure, asset management, and overall operational efficiency [1][2] - Subsidiaries must report significant business and financial matters that could impact the company [1][2] Establishment of Subsidiaries - The establishment of subsidiaries must comply with national laws and align with the company's strategic planning and core competitiveness [1][2] - Approval for establishing subsidiaries or mergers must follow the company's articles of association and investment management regulations [1][2] Governance Structure - The company collaborates with other shareholders to establish governance structures for subsidiaries, ensuring compliance with legal requirements [2] - The company appoints directors and supervisors to maintain governance oversight, with a majority of board members being company representatives [2][3] Financial Management - Subsidiaries must adhere to a unified accounting system and financial management practices dictated by the company [3] - Financial reports must be submitted timely, and the company has the right to audit and review subsidiary operations [3] Supervision and Accountability - The company supervises subsidiaries' operations, investments, and compliance with disclosure regulations [3] - Subsidiaries must maintain transparency and cannot engage in unauthorized financial activities [3] Miscellaneous Provisions - The provisions of this system will be executed in accordance with relevant laws and regulations, and the company board has the authority to interpret the system [4]

General Overview - The document outlines the management system for subsidiaries of Guangzhou Jinyi Media Corporation, aiming to standardize operations, promote healthy development, optimize resource allocation, and enhance operational motivation and creativity of subsidiaries [2][4]. Chapter 1: General Principles - The management system is established in accordance with relevant laws and regulations, including the Company Law and Securities Law of the People's Republic of China [2][3]. Chapter 2: Personnel Management - The parent company holds controlling interest in subsidiaries either by owning more than 50% of shares or having significant influence through agreements [5]. - The parent and subsidiaries maintain an equal legal relationship, with the parent company exercising shareholder rights based on its equity stake [5]. - The parent company manages subsidiaries through various aspects including articles of association, personnel, finance, operational decisions, and information management [5][6]. - Directors and senior management appointed by the parent company must fulfill their duties and ensure compliance with laws and regulations [8][9]. Chapter 3: Financial Management - The parent company supervises investment scale, asset structure, and financial performance of subsidiaries [15]. - Subsidiaries are required to submit monthly, quarterly, and annual reports to the parent company, including operational and financial statements [15]. Chapter 4: Operational Decision-Making Management - Subsidiaries must align their operational plans with the parent company's strategic objectives [16]. - Investment decisions must follow a structured process, including feasibility studies and evaluations to maximize investment efficiency [18]. Chapter 5: Information Management - Subsidiaries must provide accurate and timely information to the parent company, including significant decisions and financial disclosures [23][25]. - The chairman of the subsidiary is responsible for information disclosure and must report to the parent company [26]. Chapter 6: Inspection and Assessment - The parent company may send auditors to subsidiaries for financial and operational checks [27]. - Directors and senior management of subsidiaries are required to report on their performance and the operational status of the subsidiary [28]. Chapter 7: Supplementary Provisions - The document's modification and interpretation rights are held by the board of directors of the parent company [29].

Group 1 - The company aims to strengthen internal control and promote standardized operations and healthy development to protect investors' rights and interests [2][3] - The definition of "controlling subsidiaries" includes companies established according to the company's strategic planning and core competitiveness needs, with independent legal status [2][3] - The management principles for controlling subsidiaries focus on establishing effective control mechanisms for governance structure, assets, and resources to enhance overall operational efficiency and risk resistance [2][3][4] Group 2 - The establishment of controlling subsidiaries must comply with national laws and regulations, align with the company's development strategy, and prevent blind expansion [3][4] - The governance structure of controlling subsidiaries requires careful exercise of rights, participation in board decisions, and timely reporting of significant matters to the parent company [4][5] - The company will recommend directors and senior management to controlling subsidiaries to ensure governance and oversight [5][6] Group 3 - Controlling subsidiaries must adhere to standardized operations and comply with relevant laws and regulations, including the Shenzhen Stock Exchange listing rules [2][3][4] - The company has the right to audit and review the operations and finances of controlling subsidiaries, ensuring compliance with internal control systems [28][29] - Performance evaluations for controlling subsidiaries will be conducted annually, with rewards or penalties based on the achievement of operational targets [32][33]

General Principles - The company establishes a system to enhance the management of its subsidiaries, ensuring their operation is standardized, efficient, and orderly, thereby promoting healthy development and improving overall asset operation quality [1][2] - The system applies to subsidiaries where the company holds more than 50% of the shares or can control the board of directors [1] Management and Supervision - The company maintains an equal legal relationship with its subsidiaries, exercising shareholder rights such as asset income, major decision participation, and management selection [2][3] - Subsidiaries must provide timely, complete, and accurate information regarding their performance and financial status to facilitate informed decision-making by the company's board [3][4] Personnel Management - The company appoints or recommends directors, supervisors, and senior management for its subsidiaries, ensuring compliance with the subsidiaries' approval procedures [4][5] - Directors and senior management of subsidiaries must adhere to legal obligations and company regulations, avoiding conflicts of interest and ensuring the protection of company interests [6][7] Financial Management - Subsidiaries are required to follow the company's unified financial management policies and report financial statements in accordance with company requirements [8][9] - Financial reports submitted by subsidiaries must include various financial documents such as income statements, balance sheets, and cash flow statements [9][10] Operational Decision-Making - The operational and development plans of subsidiaries must align with the company's overall strategy and objectives [10][11] - Subsidiaries must establish decision-making procedures for investment projects, ensuring thorough evaluation and risk management before proceeding with external investments [11][12] Information Management - Major events occurring in subsidiaries are treated as significant events for the company, necessitating compliance with information disclosure regulations [12][13] - The chairman or executive director of a subsidiary is responsible for providing information, with specific departments designated for managing information disclosure [13][14] Internal Audit and Supervision - The company's audit department conducts regular audits of subsidiaries to ensure compliance with financial and operational regulations [14][15] - Subsidiaries must cooperate with audits and implement corrective actions based on audit findings [15][16] Assessment and Accountability - The company oversees and guides subsidiaries based on internal control systems, holding them accountable for any failures that result in losses [16][17] - Subsidiaries are encouraged to establish their own assessment and reward systems to motivate staff and ensure fair competition [17]

Core Viewpoint - The management system for subsidiaries of Ecovacs Robotics Co., Ltd. aims to standardize operations, promote healthy development, optimize resource allocation, and enhance the operational enthusiasm and creativity of subsidiaries [1] Group 1: General Principles - The company defines a subsidiary as a company where it holds more than 50% of the shares or has significant influence over decisions despite holding less than 50% [1] - The relationship between the parent company and subsidiaries is defined as equal legal entities, with the parent company enjoying shareholder rights based on its equity stake [1] - Subsidiaries have independent legal person status and are responsible for their own profits and losses, as well as the preservation and appreciation of the capital invested by the parent company [1] Group 2: Personnel Management - The parent company exercises shareholder rights through the subsidiary's shareholders' meeting to establish the subsidiary's articles of association and appoint key personnel [2] - The responsibilities of the subsidiary's board members and senior management include ensuring compliance with laws, executing the parent company's strategies, and reporting operational conditions [2][3] - Subsidiaries must establish a standardized personnel management system and report personnel changes to the parent company [3] Group 3: Financial Management - The parent company supervises the investment scale, asset structure, and cost-profit aspects of subsidiaries [4] - Subsidiaries are required to submit monthly and quarterly financial reports, as well as annual reports and budgets within specified timeframes [4] Group 4: Operational Decision-Making - Subsidiaries must align their operational and development plans with the parent company's strategic framework [5] - Investment decisions must follow a structured process, including feasibility studies and evaluations to maximize investment efficiency [5] - Any unauthorized actions that result in losses for the parent or subsidiary may lead to disciplinary actions against responsible personnel [5] Group 5: Information Management - Subsidiaries must adhere to the parent company's information disclosure management system and ensure timely and accurate reporting of significant decisions [6][7] - The chairman of the subsidiary is responsible for information disclosure and must report to the parent company's board secretary [7] Group 6: Inspection and Assessment - The parent company implements regular reporting, assessment, and audit systems for subsidiaries [10] - Auditors may be dispatched to subsidiaries to review financial and operational activities [10] - Appointed directors and senior management must regularly report on the subsidiary's operational status to the parent company [10]