Guanglian Aviation Industry Co.Ltd(300900)
Management system of subsidiaries
Chapter I General Provisions
Article 1 in order to strengthen the management and control of the subsidiary of Guanglian Aviation Industry Co.Ltd(300900) (hereinafter referred to as the company), standardize the internal operation mechanism of the company, safeguard the legitimate rights and interests of the company and investors, and promote the standardized operation and healthy development of the subsidiary, in accordance with the company law of the people’s Republic of China (hereinafter referred to as the company law), the securities law of the people’s Republic of China (hereinafter referred to as the Securities Law) and other laws and regulations This system is formulated in accordance with the relevant provisions of normative documents and Guanglian Aviation Industry Co.Ltd(300900) articles of Association (hereinafter referred to as the articles of association) and the actual situation of the company.
Article 2 the term “subsidiary” as mentioned in this system refers to the company legally established according to the overall strategic planning, industrial structure adjustment and business development needs and with independent legal personality. Its types include:
(I) wholly owned subsidiaries;
(II) subsidiaries jointly invested and established by the company and other companies or natural persons, with the company holding more than 50% (excluding 50%) or sending directors to occupy the vast majority of the seats on its board of directors (controlling its board of directors);
(III) a company that holds less than 50% (inclusive) of its equity but can actually control it.
Article 3 the company and its subsidiaries are equal legal persons. The company enjoys the rights of shareholders such as asset income, major decision-making, selection of managers, share disposal, etc. for its subsidiaries according to law, and has the obligation to guide, supervise and provide relevant services to its subsidiaries.
Article 4 subsidiaries enjoy the property rights of legal persons according to law, operate independently with their legal person property, be responsible for their own profits and losses, and bear the responsibility for maintaining and increasing the value of the capital invested by the company and other investors.
Article 5 the functional departments of the company shall, in accordance with the internal control system of the company, guide, manage and supervise the organization, finance, operation and investment decisions, major event decisions, internal audit, administration, personnel and performance appraisal, technology, quality and marketing of subsidiaries:
(I) the human resources department of the company is mainly responsible for supervising and managing the human resources of subsidiaries; The human resources department is mainly responsible for the management and performance appraisal of directors, supervisors and senior managers assigned to subsidiaries, and the collection, sorting and formulation of relevant personnel information, responsibilities and authorities of subsidiaries;
(II) the company’s finance department is mainly responsible for the supervision and management of the reporting and implementation of the subsidiary’s business plan, financial accounting and other aspects, as well as the collection and filing of the subsidiary’s financial statements and relevant financial information;
(III) the office of the board of directors of the company is mainly responsible for the information disclosure of major matters of subsidiaries, and guiding and supervising the standardized governance of subsidiaries;
(IV) the Technology Department of the company is responsible for the technical guidance and support of subsidiaries and the protection of intellectual property rights; (V) the internal audit department of the company is responsible for auditing and supervising the major issues and standardized operation of subsidiaries;
(VI) other departments of the company may formulate separate regulations within their functions to strengthen the vertical guidance to subsidiaries. If the management affairs of two or more departments are involved, the subsidiary shall submit the materials formed by the affairs to the relevant departments of the stock exchange for filing.
Article 6 under the framework of the company’s overall policies and objectives, the subsidiaries operate and manage independently, and operate the corporate property legally and effectively. At the same time, the company shall implement various systems and regulations for its subsidiaries.
Article 7 If a subsidiary of the company controls other companies at the same time, the subsidiary shall establish a management and control system for its subsidiaries with reference to this system.
Article 8 the management and control of the company and its subsidiaries’ subordinate branches, offices and other branches shall be implemented in accordance with the provisions of this system.
Chapter II personnel management
Article 9 the company shall exercise the shareholders’ rights through the shareholders’ meeting of the subsidiary, formulate the articles of association of the subsidiary, and appoint, nominate or recommend directors, shareholders’ representatives, supervisors and senior managers in accordance with the articles of association of the subsidiary.
Article 10 the chairman, general manager, deputy general manager, financial director and other senior managers of the subsidiary shall be selected in accordance with the articles of association of the subsidiary, but the company shall appoint, nominate or recommend the above personnel in accordance with the company’s system. Article 11 persons appointed, nominated or recommended by the company to serve as directors, shareholder representatives, supervisors and senior managers of subsidiaries shall have the following responsibilities:
(I) exercise the obligations of directors, shareholders’ representatives, supervisors and senior managers according to law and assume the responsibilities of directors, supervisors and senior managers;
(II) supervise and urge the subsidiaries to seriously abide by the provisions of relevant national laws and regulations, operate according to law and standardize operation;
(III) coordinate the relevant work between the company and its subsidiaries to ensure the implementation of the company’s development strategy and the resolutions of the board of directors and the general meeting of shareholders;
(IV) be faithful, diligent and conscientious, and earnestly safeguard the interests of the company in its subsidiaries from infringement; (V) regularly or at the request of the company, report the production and operation of the working subsidiary to the company, and timely report the major matters specified in the information disclosure management system to the company;
(VI) for matters listed in the deliberation of the board of directors, the board of supervisors or the general meeting of shareholders (general meeting) of a subsidiary, it shall communicate with the company in advance, and determine whether it is necessary to submit them to the general manager, the board of directors or the general meeting of shareholders for deliberation according to the specified procedures according to the actual situation;
(VII) undertake other tasks assigned by the company.
Article 12 persons appointed, nominated or recommended by the company to serve as directors, supervisors, senior managers and other positions of subsidiaries shall strictly abide by laws, administrative regulations and the articles of association, have the obligation of loyalty and diligence to the company and its subsidiaries, and shall not use their power to seek personal interests, accept bribes or other illegal income, occupy the property of their subsidiaries without the consent of the company, It is not allowed to enter into contracts or conduct transactions with its subsidiaries.
If the above-mentioned personnel violate the provisions of this article and cause losses, they shall be liable for compensation; Those suspected of committing a crime shall be investigated for legal responsibility according to law.
Article 13 the company shall conduct pre job training for the principals of subsidiaries to make them familiar with the company law, securities law, and other relevant laws and regulations. They should master the decision-making, information disclosure and other procedures of major matters in the articles of association and other regulations.
Article 14 the company shall train and assess the financial system of the financial principals of the subsidiaries to make them meet the requirements of the financial management of the subsidiaries.
Article 15 personnel appointed, nominated or recommended by the company to serve as directors, supervisors and senior managers of subsidiaries shall submit an annual report to the general manager of the company within one month after the end of each year.
Article 16 subsidiaries shall establish a standardized labor and personnel management system. The personnel changes of the management and core personnel of each subsidiary shall be reported to the company in time and filed.
Chapter III Financial Management
Article 17 the basic tasks of financial management of subsidiaries: implement the national financial and tax policies, formulate their own rules and regulations of accounting and financial management in accordance with the provisions of national laws, regulations and unified financial system and in combination with the specific situation of the company, so as to ensure the legitimacy, authenticity, integrity and timeliness of accounting materials; Establish and improve various basic management work, and do a good job in the planning, budgeting, control, accounting, analysis and assessment of various financial revenues and expenditures; Raise and reasonably use funds to improve the efficiency and efficiency of the use of funds; Make effective use of the company’s assets, strengthen cost control and management, and ensure the maintenance, appreciation and sustainable operation of the company’s assets.
Article 18 subsidiaries shall carry out daily accounting work in accordance with the company’s production and operation characteristics and management requirements, the accounting standards for business enterprises and the company’s accounting policies.
Article 19 the accounting policies, accounting estimates and changes adopted in the daily accounting and financial management of subsidiaries shall comply with the company’s financial accounting system and relevant regulations.
Article 20 the company’s internal control system on the withdrawal of asset impairment reserves and loss treatment is applicable to the management of various asset impairment reserves by subsidiaries.
Article 21 subsidiaries shall submit accounting statements and provide accounting materials to the company in a timely manner in accordance with the requirements of the company for the preparation of consolidated accounting statements and the disclosure of accounting information. Its accounting statements shall also be audited by certified public accountants entrusted by the company. The subsidiary shall submit the financial statements and relevant materials of the previous month to the company on the 10th day of each month, and shall be notified separately in case of emergency.
Article 22 all budgets of subsidiaries shall be included in the scope of budget management of the company, and the budget preparation shall be completed according to the unified arrangement of the company. After the approval of the budget and the approval procedures of the subsidiary, the project manager must be responsible for the implementation of the budget beyond the budget.
Article 23 when a subsidiary needs to borrow from abroad due to its business development and overall fund arrangement, it shall fully consider its bearing capacity and solvency of loan interest, and can implement it only after obtaining the consent of the company and performing the corresponding approval procedures in accordance with the provisions of the relevant systems of the subsidiary.
Article 24 If the company provides loan guarantee for a subsidiary, the subsidiary shall apply for it in accordance with the procedures specified in the relevant provisions of the company’s external guarantee, and perform the duties of the debtor without causing losses to the company.
Article 25 without the approval of the board of directors or the general meeting of shareholders, subsidiaries shall not provide external guarantees, and subsidiaries shall not provide mutual guarantees.
Chapter IV Business Decision Management
Article 26 the operation and development planning of subsidiaries must obey and serve the development strategy and overall planning of the company, refine and improve their own planning and formulate business plans under the framework of the company’s development planning. And establish risk management procedures according to the company’s risk management policies and combined with its own actual business.
Article 27 subsidiaries may make foreign investment after performing relevant examination and approval procedures according to market conditions and enterprise development needs. Subsidiaries should improve the decision-making procedures and management systems of investment projects, strengthen the management and risk control of investment projects, and make investment decisions institutionalized and programmed. Before submitting an investment project for approval, the project shall be subject to preliminary investigation, feasibility study, organization demonstration and project evaluation, so as to achieve scientific demonstration, standardized decision-making and whole process management, so as to maximize the investment benefit.
Article 28 the foreign investment of subsidiaries shall be subject to the business guidance and supervision of the corresponding business departments of the company. Article 29 subsidiaries purchase or sell assets (excluding the purchase of raw materials, fuels or the sale of products, commodities and other assets related to daily operation), foreign investment (including entrusted financial management, entrusted loans, investment in subsidiaries, joint ventures and associated enterprises, investment in trading financial assets, available for sale financial assets, held to maturity investment, etc.), provide financial assistance, guarantee Leasing in or leasing out assets, signing management contracts (including entrusted operation, entrusted operation, etc.), donating or receiving assets, debt or debt restructuring, transfer of research and development projects, signing entrustment or license agreements, asset mortgage, related party transactions and other transactions shall be managed in accordance with the articles of association and the measures for the administration of Guanglian Aviation Industry Co.Ltd(300900) information disclosure (hereinafter referred to as the measures for the administration of information disclosure), If it should be submitted to the board of directors for deliberation, it shall be submitted to the board of directors for deliberation; If it should be submitted to the general meeting of shareholders for deliberation, it shall be submitted to the general meeting of shareholders for deliberation. Article 30 when any transaction occurs, a subsidiary shall carefully consult the list of related parties of the company and carefully judge whether it constitutes a related party transaction. If it constitutes a connected transaction, it shall be reported to the Secretary of the board of directors and the office of the board of directors in time, and perform the corresponding examination and approval and disclosure obligations in accordance with the measures for the administration of connected transactions of the company.
Article 31 When implementing the project investment, the subsidiary must control the approved investment amount, ensure the project quality, project progress and expected investment effect, and complete the project final settlement and project acceptance in time.
Article 32 when the company needs to know the implementation and progress of the investment project of the subsidiary, the subsidiary and relevant personnel shall actively cooperate and assist, reply in a timely, accurate and complete manner, and provide relevant materials as required.
Article 33 If the company and its subsidiaries suffer losses due to acting beyond their authority in business and investment activities, the main responsible persons shall be given sanctions of criticism, warning or even dismissal, and may be required to bear the liability for compensation.
Article 34 in principle, the company shall not directly interfere with the daily operation and management of subsidiaries. However, when the operation of subsidiaries is abnormal or the work assigned by the company to subsidiaries cannot be completed normally, the company may authorize relevant functional departments to exercise management power on behalf of the company.
Chapter V Information Disclosure Management and reporting system
Article 35 the information disclosure of subsidiaries shall be implemented in accordance with the measures for the administration of information disclosure. The information provided by subsidiaries shall be true, accurate and complete, and shall be submitted to the company at the first time.
Article 36 when a subsidiary company holds a board of directors, general meeting of shareholders or other major meetings, the notice and topics of the meeting shall be submitted to the Secretary of the board of directors and the office of the board of directors before the meeting. The Secretary of the board of directors shall review and judge whether the matters discussed must be approved by the general manager, chairman, board of directors or general meeting of shareholders, and review whether they belong to the information that should be disclosed. Subsidiaries shall timely report to the Secretary of the board of directors and the office of the board of directors and other important documents such as resolutions of the board of directors and resolutions of the general meeting of shareholders.
Article 37 subsidiaries shall timely collect information on the following major matters (including but not limited to) and report to the Secretary of the board of directors and the office of the board of directors to ensure the timeliness, accuracy and completeness of the company’s external information disclosure:
(I) purchase and sale of assets;
(II) foreign investment;
(III) providing financial assistance (including entrusted loans);
(IV) provide guarantee;
(V) assets leased in or leased out;
(VI) major litigation and arbitration matters;
(VII) conclusion, change and termination of important contracts (lending, entrusted operation, entrusted financial management, gift, contract, lease, etc.);
(VIII) reorganization of creditor’s rights or debts;
(IX) transfer of research and development projects;
(x) sign the license agreement;
