控股子公司管理
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恒基达鑫: 控股子公司管理制度(2025年9月)
Zheng Quan Zhi Xing· 2025-09-05 16:33
Core Points - The document outlines the management system for subsidiaries of Zhuhai Hengji Daxin International Chemical Storage Co., Ltd, aiming to enhance control mechanisms and improve operational efficiency [1][2] - The system emphasizes the importance of compliance with national laws and regulations, ensuring that subsidiaries operate within the strategic framework of the parent company [2][3] Group 1: General Principles - The purpose of the system is to strengthen management over subsidiaries, ensuring the protection of the company's and investors' interests [1] - The parent company is defined as Zhuhai Hengji Daxin International Chemical Storage Co., Ltd, excluding subsidiaries, while the listed company includes both the parent and its subsidiaries [1] Group 2: Establishment of Subsidiaries - The establishment of subsidiaries must comply with national laws and align with the company's strategic goals, avoiding blind expansion [3][4] - Investment feasibility analysis must be conducted and approved by the board of directors for the establishment or acquisition of subsidiaries [3] Group 3: Governance and Operations - Subsidiaries are required to establish a sound governance structure and operational systems in accordance with the Company Law and relevant regulations [4] - Each subsidiary must hold at least one shareholders' meeting and one board meeting annually, with proper documentation [4] Group 4: Financial Management - The financial management of subsidiaries should adhere to national fiscal and tax policies, ensuring accurate accounting and effective risk control [5][6] - Subsidiaries must provide timely and accurate financial information to the parent company for informed decision-making [5][6] Group 5: Asset Management - Subsidiaries must operate within their business scope and focus on asset preservation and value enhancement [6][7] - The articles of association of subsidiaries should clearly define the authority of their boards and management teams [6] Group 6: Human Resources Management - The parent company is responsible for nominating directors and senior management for subsidiaries, with performance-based compensation structures [7][8] - Subsidiaries have the autonomy to recruit employees based on their business needs [7] Group 7: Information Disclosure - Subsidiaries must report significant events to the parent company, which are treated as major events for the listed company [8][9] - The chairman of the subsidiary is the primary responsible person for information disclosure [8] Group 8: Internal Audit - The parent company conducts regular audits of subsidiaries, focusing on economic efficiency and compliance with internal control systems [9][10] - Subsidiaries are required to cooperate with audits and implement corrective actions as directed by the parent company [9] Group 9: Supervision and Management - The parent company's board and departments oversee various aspects of subsidiary operations, including finance and legal matters [10][11] - Performance evaluations of subsidiaries are conducted annually, with consequences for significant failures [10][11]
*ST星光: 控股子公司管理制度(2025年9月)
Zheng Quan Zhi Xing· 2025-09-05 16:13
第一条 为加强对广东星光发展股份有限公司(以下简称"公司"或"本公 司")控股子公司的管理控制,规范公司内部运作机制,维护公司和投资者合法 权益,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》(以下简称《证券法》)《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、规范性文件以及《广东星光发展股份有限公司公司 章程》(以下简称《公司章程》)的有关规定,结合公司实际情况,特制定本制 度。 第二条 本制度所称"控股子公司",是指公司根据发展战略规划、提高公 司核心竞争力需要而依法设立的,具有独立法人资格主体的子公司。其设立形式包 括: 广东星光发展股份有限公司 控股子公司管理制度 (2025 年 9 月) 第一章 总则 (一)公司独资设立的全资子公司; (二)公司与其他公司、自然人或其他形式的法律主体共同出资设立的,公 司控股 50%以上(不含 50%),或未达到 50%但能够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。 第三条 本制度适用于公司及公司控股子公司。公司委派至各控股子公司的 董事、高级管理人员应该严格执行本制度,并应依照本 ...
ST华通: 控股子公司管理制度(2025年8月)
Zheng Quan Zhi Xing· 2025-08-29 18:21
Core Points - The management system for controlling subsidiaries of Zhejiang Century Huatong Group Co., Ltd. aims to enhance governance and protect the interests of the company and its investors [1][2] - The system outlines the responsibilities and rights of the parent company over its subsidiaries, including decision-making authority and operational independence [2][3] - Subsidiaries are required to align their operational goals with the overall objectives of the parent company to ensure coordinated development [3][4] Governance and Daily Operations - Subsidiaries must establish a sound governance structure and operate in compliance with laws and company regulations [2][9] - The parent company has the authority to nominate key positions within subsidiaries, including directors and senior management [2][5] - Subsidiaries are required to report significant decisions and operational performance to the parent company in a timely manner [3][6] Financial Management - Subsidiaries must adhere to the financial policies set by the parent company, including timely submission of financial reports [6][21] - Financial activities such as external investments and guarantees must be reported to the parent company for approval [4][22] Human Resource Management - Subsidiaries are required to develop human resource policies in line with the parent company's guidelines and local regulations [7][25] - Major personnel changes and compensation plans must be reported to the parent company for approval [7][26] Major Information Reporting - Subsidiaries must report significant events to the parent company, ensuring compliance with disclosure regulations [8][28] - The management of confidential information is emphasized, with strict obligations to prevent insider trading [8][29] Internal Audit and Supervision - The parent company conducts regular audits of subsidiaries to ensure compliance and operational efficiency [9][32] - Subsidiaries are expected to cooperate fully during audits and implement any recommendations provided [9][35] Internal Information Management - Subsidiaries must provide timely and accurate information to the parent company, ensuring that all communications are transparent and complete [10][36] - The responsibility for information accuracy lies with the subsidiary's top management [10][37]
塞力医疗: 控股子公司管理制度(2025年8月)
Zheng Quan Zhi Xing· 2025-08-29 16:51
General Principles - The management control of the holding subsidiaries aims to establish an effective control mechanism to manage the company's governance structure, assets, and resources, enhancing overall operational efficiency and risk resistance [2][3][4] - The company exercises shareholder rights through voting and appointing directors, supervisors, and senior management to the holding subsidiaries, while also providing guidance, supervision, and related services [2][3] Management of Holding Subsidiaries - Holding subsidiaries must establish operational plans and risk management procedures in accordance with the company's business strategy and risk management policies [3][4] - Holding subsidiaries are required to report significant business and financial matters to the company in a timely manner, following the company's major matters reporting system [3][4][5] Establishment and Governance Structure - The establishment of holding subsidiaries must comply with national laws and regulations, align with the company's development strategy, and avoid blind expansion [4][5] - Holding subsidiaries must develop their articles of association in consultation with other shareholders and establish a sound internal management system [5][6] Supervision and Management - The company has the right to audit and inspect the operations and finances of holding subsidiaries, providing corrective recommendations as necessary [8][9] - Holding subsidiaries must adhere to the company's unified financial management policies and accounting systems, with the company's finance department overseeing their financial management [8][9] Information Disclosure - Significant events occurring in holding subsidiaries are treated as significant events for the company, requiring timely reporting to the company's board of directors [10][11] - The heads of holding subsidiaries are responsible for reporting information that may significantly impact the company's stock and derivatives trading prices [10][11]
罗博特科: 罗博特科:控股子公司管理制度(2025年8月)
Zheng Quan Zhi Xing· 2025-08-27 15:14
Core Viewpoint - The document outlines the management system for the subsidiaries of Robotech Intelligent Technology Co., Ltd., aiming to standardize operations, enhance resource allocation, and promote healthy development of subsidiaries [2][3]. 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]. - A subsidiary is defined as a company where the parent company holds more than 50% of the shares or can control the board of directors [2]. - The relationship between the parent company and its subsidiaries is one of equal legal entities, with the parent company holding rights over the subsidiaries based on its shareholding [2][3]. Operational Norms - Subsidiaries must establish a sound governance structure and internal management systems in compliance with laws and regulations [3]. - Subsidiaries are required to strengthen self-discipline and accept supervision from the parent company, providing truthful information when queried [3][4]. - Major decisions such as restructuring, mergers, and financial investments must follow established procedures and be reported to the parent company's board [3][4]. Personnel Management - The parent company exercises shareholder rights through the subsidiary's shareholder meetings and appoints directors and senior management [5]. - Directors and senior management of subsidiaries must adhere to legal obligations and ensure compliance with laws and company policies [6]. - Annual performance reports must be submitted by the subsidiary's management to the parent company [6][7]. Financial Management - The parent company supervises the investment scale, asset structure, and financial safety of subsidiaries [7]. - Subsidiaries are required to submit monthly, quarterly, and annual financial reports to the parent company [7]. Operational Decision Management - Subsidiaries' operational plans must align with the parent company's strategic goals [9]. - External investment plans must be approved by the parent company, and investment decisions should follow a structured process [9][10]. Information Management - Subsidiaries must disclose significant events that may impact the parent company's stock price [11]. - The general manager of the subsidiary is responsible for timely information disclosure to the parent company [11]. Inspection and Assessment - The parent company implements regular reporting and auditing systems for subsidiaries [12]. - Auditors may be dispatched to review the financial and operational activities of subsidiaries [12].
圣龙股份: 《控股子公司管理制度》(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-26 16:35
Core Points - The document outlines the management measures for the subsidiaries of Ningbo Shenglong Automotive Power System Co., Ltd, aiming to enhance supervision, promote standardized operations, and optimize resource allocation [1][2] - The management framework emphasizes the importance of compliance with laws and regulations, as well as the company's internal guidelines for effective governance and risk management [5][6] Group 1: General Principles - The company establishes a management system for its subsidiaries to ensure compliance with legal requirements and internal regulations [2][5] - Subsidiaries are required to develop specific implementation rules based on their actual situations to ensure adherence to the management measures [2][3] - The company will oversee subsidiaries in areas such as human resources, finance, operational decision-making, and special matters [5][6] Group 2: Governance Structure - Subsidiaries must operate independently while adhering to the company's overall goals and legal requirements [11][12] - The company appoints directors and supervisors to subsidiaries, who are responsible for protecting shareholder interests [13][14] - Subsidiaries are required to report significant operational matters to the company's board or shareholders for review [10][13] Group 3: Human Resources Management - The company appoints personnel to subsidiaries based on investment ratios, and these personnel must comply with the company's guidelines [23][24] - Directors and senior management in subsidiaries must fulfill their duties with loyalty and diligence, avoiding conflicts of interest [25][26] - Subsidiaries must establish their own human resources management systems and report them to the company's human resources department [27] Group 4: Financial Management - Subsidiaries must adhere to the company's unified financial management regulations and accounting systems [28][29] - Financial personnel in subsidiaries are responsible for maintaining accurate financial records and reporting to the company [30][31] - Subsidiaries are required to submit financial statements and reports to the company in a timely manner [36][37] Group 5: Operational Decision-Making and Investment Management - Subsidiaries must align their operational activities with national laws and the company's strategic objectives [42][43] - Annual work reports and operational plans must be prepared and submitted for approval by the subsidiary's board and shareholders [44][45] - Significant investment decisions require thorough feasibility studies and must be approved by the company [46][47] Group 6: Administrative Affairs and Document Management - Administrative affairs of subsidiaries are managed by the company's human resources department, and relevant documents must be reported [50][51] - Subsidiaries must maintain proper documentation for significant agreements and contracts [52][53] - The use of the company's trademarks and branding must be authorized by the company [55][56] Group 7: Asset Management - Subsidiaries must seek company approval for bank financing and provide necessary documentation for guarantees [60][61] - Subsidiaries are prohibited from providing guarantees for other companies without company approval [62] - Subsidiaries must focus on their core business activities and ensure compliance with their operational scope [62][63] Group 8: Internal Audit and Inspection - The company conducts regular audits of subsidiaries to ensure compliance with laws and internal regulations [64][65] - Subsidiaries must cooperate with audits and provide necessary documentation [66][67] - Management personnel must undergo exit audits when leaving their positions [68][69]
中央商场: 南京中央商场(集团)股份有限公司控股子公司管理制度
Zheng Quan Zhi Xing· 2025-08-26 12:17
General Principles - The company establishes a management system for its subsidiaries to ensure the safety, integrity, and appreciation of investments, as well as the reliability of consolidated financial statements [2] - The term "subsidiary" refers to companies established by the company that have independent legal status, based on strategic planning and business development needs [2] Organizational and Personnel Management - The company participates in establishing the governance structure of subsidiaries and appoints representatives to safeguard its interests [3] - The company has the right to recommend managerial positions within subsidiaries and can propose dismissals if responsibilities are not fulfilled [3][4] Business Management - The company must clearly define the business scope and approval authority for significant transactions in the subsidiary's articles of association [6] - Subsidiaries are required to report significant transactions and must adhere to national laws and regulations [6][8] Financial Reporting Management - The company prepares consolidated financial statements to accurately reflect the financial status and operational results of itself and its subsidiaries [23] - Subsidiaries must ensure their accounting policies align with the company's policies and submit financial reports for review [10][29] Implementation and Effectiveness - The management system is effective upon approval by the company's board of directors [11]
双杰电气: 控股子公司管理办法(2025年8月)
Zheng Quan Zhi Xing· 2025-08-25 17:31
General Principles - The purpose of the management measures is to strengthen the control over the subsidiaries of Beijing Shuangjie Electric Co., Ltd., ensuring that their operations align with the company's overall strategic direction and effectively manage operational risks [1][2] - Subsidiaries are defined as those where the company holds more than 50% of the registered capital directly or indirectly, or can control the board of directors through agreements [1][2] Corporate Governance and Institutional Functions - The company has the authority to provide services, coordinate, supervise, and assess subsidiaries, ensuring they establish and improve management systems as needed [2][3] - Subsidiaries must establish a shareholders' meeting, board of directors, and supervisory board in accordance with relevant laws and regulations to ensure legal operation and scientific decision-making [2][3] Operational Management - Subsidiaries are required to comply with national laws and regulations, and develop their operational management goals in line with the company's development plans [5][6] - The general manager of each subsidiary must prepare an annual work report and the next year's operational plan for board approval, which includes key economic indicators and financial analysis [5][6] Financial, Capital, and Guarantee Management - Subsidiaries must adhere to the company's unified financial management policies and submit financial reports in accordance with the company's requirements [8][9] - Any loans undertaken by subsidiaries must undergo feasibility studies and be approved by the board of directors [9][10] Investment Management - Subsidiaries can propose investment suggestions based on market conditions and must ensure that investment projects are legally compliant and risk-controlled [10][11] - The decision-making process for significant investments requires feasibility studies, discussions in management meetings, and board approval [10][11] Information Disclosure - Subsidiaries must report significant business and financial matters to the company's board secretary in a timely manner, adhering to confidentiality obligations until public disclosure [12][13] - Major transactions must be carefully assessed to determine if they constitute related party transactions, which must then be reported accordingly [12][13] Audit Supervision - Subsidiaries are required to cooperate with both internal and external audits, providing all necessary documentation [14][15] - The audit department is responsible for evaluating compliance with laws and regulations, as well as the effectiveness of internal controls [14][15] Administrative Affairs Management - Subsidiaries must obtain approval from the company's administrative department before using the company's name or trademarks [16][17] - A strict document management system must be established to safeguard important corporate documents and records [16][17] Assessment and Reward System - Subsidiaries must create an incentive mechanism that aligns with their operational performance and the overall interests of the company [17] - The company will conduct performance assessments of subsidiary leadership based on agreed-upon indicators and may provide additional rewards for outstanding contributions [17]
众辰科技: 控股子公司管理制度
Zheng Quan Zhi Xing· 2025-08-25 16:52
Core Viewpoint - The document outlines the management system for controlling subsidiaries of Shanghai Zhongchen Electronic Technology Co., Ltd, emphasizing the importance of internal control, governance structure, financial management, and information disclosure to ensure compliance and operational efficiency [1][2][3]. Group 1: General Principles - The purpose of the management system is to strengthen internal control, promote standardized operations, and protect investors' rights [1]. - The system is based on relevant laws and regulations, including the Company Law and the Shanghai Stock Exchange Listing Rules [2]. - The management aims to establish effective control mechanisms over subsidiaries' operations, resources, and investments to enhance overall efficiency and risk resistance [3]. Group 2: Governance Structure - Subsidiaries must establish a sound governance structure and operational systems in accordance with legal requirements [6]. - The company will appoint directors, supervisors, and senior management to monitor and govern subsidiaries [7]. - Shareholders' meetings are the authority of subsidiaries, and representatives from the parent company will participate and report back on meeting outcomes [8]. Group 3: Financial Management - Subsidiaries are required to adhere to national fiscal and tax policies and develop financial management regulations to ensure the legality and accuracy of accounting data [6]. - Financial management tasks include effective fund utilization, risk control, and asset management to ensure sustainability [6][7]. - Subsidiaries must provide regular financial reports to the parent company, including operational and financial statements [7]. Group 4: Internal Audit Supervision - The parent company will conduct regular audits of subsidiaries to ensure compliance and operational efficiency [9]. - Internal audit content includes economic efficiency audits, project audits, and compliance audits [9]. - Subsidiaries must implement audit recommendations approved by the parent company's board [10]. Group 5: Investment Management - Subsidiaries must conduct feasibility studies before submitting investment proposals to their boards [10]. - Development plans of subsidiaries should align with the overall strategy of the parent company [10]. - Transactions must follow established internal control procedures and receive necessary approvals before execution [10]. Group 6: Internal Information Management - A reporting system for significant events is established, requiring subsidiaries to report major business and financial events promptly [11]. - Regular and significant event reports must be submitted to the parent company's finance department and securities affairs department [11][12]. - The heads of subsidiaries are responsible for managing information disclosure and ensuring compliance with reporting obligations [12]. Group 7: Document Management - Subsidiaries must submit essential documents, including business licenses and internal control documents, to the parent company's board secretary [13]. - Any changes in business licenses or internal control systems must be reported promptly to ensure updated records [13]. - Significant agreements related to external investments must also be filed with the parent company's board secretary [13].
双元科技: 控股子公司管理制度
Zheng Quan Zhi Xing· 2025-08-25 16:23
Core Viewpoint - The management system for controlling subsidiaries of Zhejiang Shuangyuan Technology Co., Ltd. aims to enhance operational efficiency, ensure compliance with laws and regulations, and protect the interests of investors through a structured governance framework [1][2]. Group 1: General Principles - The system is established to strengthen the management of subsidiaries, ensuring they operate in a standardized, efficient, and orderly manner [1]. - Subsidiaries are defined as independent legal entities established to enhance the company's core competitiveness, either wholly owned or in which the company holds more than 50% [1][2]. Group 2: Operational and Investment Decision Management - Subsidiaries must align their development plans and investment directions with the overall strategic goals of the company [2][4]. - Investment decisions must be institutionalized and procedural, requiring feasibility studies and board approval before proceeding [2][3]. Group 3: Financial Management - Subsidiaries are required to adhere to the company's unified financial management policies and accounting systems [6][11]. - Financial reports must be submitted within specified timeframes, including balance sheets, income statements, and cash flow statements [6][12]. Group 4: Information Management - Subsidiaries must comply with internal reporting systems to ensure timely and accurate information disclosure [7][19]. - The subsidiary manager is responsible for reporting significant operational and financial matters that could impact the company's stock price [7][19]. Group 5: Personnel Management - Subsidiaries must follow the company's personnel management policies, with board members and senior management appointed by the company [11][22]. - The financial head of the subsidiary is recommended by the company and appointed through legal procedures [11][24].