重大经营决策程序

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山东章鼓: 重大经营决策程序规则(2025年7月)
Zheng Quan Zhi Xing· 2025-07-24 16:32
Core Points - The document outlines the major operational decision-making procedures for Shandong Zhangqiu Blower Co., Ltd to standardize management and mitigate operational risks while protecting shareholder interests [1][2] - The rules specify the approval process for significant transactions, including asset purchases, sales, and external investments, requiring internal reviews and approvals from various company governance bodies [2][3] - The highest authority within the company is the shareholders' meeting, while the board of directors is responsible for major management decisions based on shareholder resolutions [1][2] Transaction Approval Process - Transactions involving assets exceeding 10% of the company's latest audited total assets or significant revenue and profit thresholds require board approval [2][3] - Specific thresholds for transactions include: asset totals over 1,000 million yuan, revenue or profit contributions over 100 million yuan, and net asset impacts exceeding 1,000 million yuan [2][3][4] - For transactions involving assets over 50% of total audited assets or significant revenue and profit contributions, shareholder approval is mandatory [3][4] External Guarantees and Debt - External guarantees must be approved by the board or shareholders, with certain guarantees requiring a two-thirds majority from attending shareholders [4][5] - The general manager can approve short-term loans based on operational needs, but loans exceeding 1,000 million yuan require board chair approval [5][6] - Non-current loans have specific thresholds for board and shareholder approval based on the company's audited net assets [5][6] Responsibilities and Liabilities - Decision-makers participating in major operational meetings are accountable for the resolutions made, with provisions for liability in case of legal violations leading to company losses [6] - The rules clarify that terms like "above" and "below" include the specified numbers, while "exceed" does not [6] - The rules become effective upon approval by the shareholders' meeting [6]