重大投资经营决策制度

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招商轮船: 招商局能源运输股份有限公司重大投资经营决策制度(草案)(2025年)
Zheng Quan Zhi Xing· 2025-08-27 16:40
Core Viewpoint - The draft of the Major Investment and Operational Decision-Making System aims to standardize the governance structure, improve internal control, protect shareholders' rights, and mitigate decision-making risks for China Merchants Energy Transportation Co., Ltd. Group 1: General Principles - The system is based on the Company Law of the People's Republic of China and the company's articles of association [1] - Major investment and operational activities include external and internal investments, financing, guarantees, asset write-offs, asset disposals, debt disposals, procurement contracts, and operational rights disposals [1] Group 2: Shareholder Meeting Review - Transactions reaching certain thresholds must be submitted for shareholder meeting review, including those where total asset value exceeds 50% of the latest audited total assets or where transaction amounts exceed RMB 50 million [2] - Specific thresholds for various types of transactions are outlined, such as profit generated from transactions exceeding 50% of the latest audited net profit [2] Group 3: Board of Directors Review - The board of directors is responsible for reviewing investment and operational activities that exceed specified thresholds, such as non-equity transactions over RMB 50 million or equity transactions over RMB 10 million [5] - The board also determines the annual financing limits and oversees major litigation activities involving significant amounts [4][5] Group 4: General Manager's Decisions - The general manager is tasked with implementing the annual budget and decisions made by the shareholder meeting or board of directors, with specific thresholds for decision-making outlined [6][7] - Decisions involving amounts below specified thresholds can be delegated to relevant departments or personnel [7] Group 5: Decision-Making Procedures - A structured decision-making process is established for major investments and operational activities, involving various departments such as planning, finance, and legal risk management [8] - External consultants may be engaged during the evaluation of major investment and operational activities [8]