Foshan Nationstar Optoelectronics Co.Ltd(002449)
Management system of subsidiaries
Chapter I General Provisions
Article 1 in order to strengthen the management of the subsidiary of Foshan Nationstar Optoelectronics Co.Ltd(002449) (hereinafter referred to as “the company”), standardize the internal operation mechanism of the company, clarify responsibilities, safeguard the legitimate rights and interests of the company and investors, and promote the standardized operation and healthy development of the company. This system is formulated in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the Listing Rules of Shenzhen Stock Exchange and other laws, regulations and normative documents, as well as the relevant provisions of Foshan Nationstar Optoelectronics Co.Ltd(002449) articles of Association (hereinafter referred to as the “articles of association”) and in combination with the actual situation of the company.
Article 2 the term “subsidiary” as mentioned in this system refers to the company established by the company in accordance with domestic laws and regulations of China and relevant overseas laws, which has the status of independent legal person and its controlled subsidiaries. Specifically include:
(I) subsidiaries owned or controlled by one party of the company and established through sole proprietorship or wholly-owned acquisition;
(II) subsidiaries jointly invested and established by the company and other units or natural persons, in which the company holds more than 50% (excluding 50%) and the company holds less than 50% of its shares, but can exercise actual control through agreement control or relative control or sending directors to occupy the vast majority of the seats on its board of directors (controlling its board of directors);
(III) enterprises that are wholly-owned subsidiaries or holding subsidiaries of the company or whose shares are less than 50% but can actually be controlled.
Article 3 the purpose of strengthening the management of subsidiaries is to establish an effective incentive and restraint mechanism, form effective strategic synergy and management synergy with the company, and improve the overall operation efficiency and anti risk ability of the company.
Article 4 the company is responsible for the management of major matters of its subsidiaries in accordance with the requirements of the standardized operation of listed companies, and has the obligation to guide, supervise and provide relevant services to its subsidiaries.
Article 5 under the framework of the company’s strategic planning and business objectives, subsidiaries refine and improve their own planning, independently exercise operation and management rights, and legally and effectively operate the property of enterprise legal persons. At the same time, the company shall implement various systems and regulations for its subsidiaries.
Article 6 the internal control systems and business processes such as the articles of association, related party transaction management system and investment management system formulated by the company are applicable to all major decisions of subsidiaries. Subsidiaries shall strictly comply with the relevant internal control system of the company and other applicable internal management systems of subsidiaries.
Article 7 all functional departments of the company shall timely and effectively manage, supervise and guide the subsidiaries in accordance with the responsibilities of this system and relevant internal control systems of the company.
Chapter II governance structure management
Article 8 the company exercises the functions of management, coordination, supervision and assessment by participating in the shareholders’ meeting, board of directors and board of supervisors of subsidiaries.
Article 9 subsidiaries shall improve their corporate governance structure in accordance with relevant laws and administrative regulations, establish the board of shareholders, the board of directors and the board of supervisors according to law, and establish and improve the internal management system and the three meeting system. For subsidiaries that do not have a board of directors or a board of supervisors due to small scale or simple structure, only one executive director and one supervisor can be set up.
Article 10 subsidiaries shall improve and perfect the party construction system, give full play to the role of Party organizations in enterprise management, and promote the deep integration of Party construction and enterprise production and operation.
Article 11 the shareholders’ meeting, the board of directors’ meeting and the board of supervisors’ meeting held by subsidiaries must be held in accordance with the provisions of the company law and the articles of association. The notice and proposal of the meeting must be submitted to the office of the board of directors of the company by e-mail, fax and other means before the meeting. The office of the board of directors shall review and judge the approval procedures and information to be disclosed by the company, After deliberation at the meeting, relevant materials shall be provided to the office of the board of directors of the company as required.
Article 12 the company shall appoint or recommend candidates for directors, supervisors and core senior managers to the holding subsidiaries in accordance with the articles of association. The term of office of the appointed or recommended personnel shall be subject to the provisions of the articles of association of the subsidiary. The company may make appropriate adjustments to the candidates of directors, supervisors and senior executives recommended during the term of office as needed.
Article 13 the company shall appoint or recommend the directors, supervisors and senior managers of its subsidiaries. The human resources department of the company shall formulate a plan and perform the decision-making procedures in accordance with the articles of association and the “three important and one large” decision-making management measures
It will come into force after the relevant procedures of the company.
Article 14 the remuneration system and personnel changes of directors, supervisors and senior managers of subsidiaries shall be filed with the office of the board of directors of the company.
Article 15 the directors, supervisors and senior managers of a subsidiary shall perform their duties and obligations in accordance with the relevant system requirements of the company and the articles of association of the subsidiary.
Article 16 the dispatched personnel of the company shall strictly abide by the laws, administrative regulations and the articles of association of the subsidiary, and bear the obligation of loyalty and diligence to the company and the working subsidiary. They shall not use their power to seek personal interests, accept bribes or other illegal income, occupy the property of the working subsidiary, and shall not enter into contracts or transactions with the working subsidiary without the approval of the company. 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.
Chapter III Examination and approval of major information
Article 17 the directors, supervisors and other senior managers of the subsidiary dispatched by the company are the persons responsible for the information report of the subsidiary, of which the chairman is the first person responsible. Have the obligation to report the major matters specified in this system to the board of directors of the company truly and accurately through the office of the board of directors and the Secretary of the board of directors, and submit the checked relevant documents and materials. Major matters mainly include but are not limited to the following matters: (I) matters that meet the approval authority of the president’s office meeting, the board of directors, the general meeting of shareholders and other matters in accordance with the articles of association and the articles of association of subsidiaries;
(II) matters that have a significant impact on the production and operation of subsidiaries. Including but
Major creditor’s rights and debts, major administrative penalties, criminal penalties, major operating losses or major asset losses, and the suspension of major or all businesses;
(III) matters that have a significant impact on the reputation of subsidiaries, including but not limited to obtaining more than 1 million government subsidies, obtaining invention patents, etc;
(IV) any form of foreign investment made by subsidiaries;
(V) other important matters identified by the company or its subsidiaries.
Article 18 the important matters specified in this chapter shall be submitted to the office of the board of directors in advance, and can be implemented only after being approved and authorized by the relevant competent authorities in accordance with the articles of association.
Article 19 the relevant personnel who are obliged to report in accordance with the provisions of this system shall notify the chairman of the subsidiary and the Secretary of the board of directors of the company by telephone, fax or email on the day when they know the major matters described in this system, and submit the written documents related to the major matters to the office of the board of directors of the company. For various matters whose importance cannot be judged, the information reporting obligor shall communicate with the Secretary of the board of directors in time.
Article 20 relevant personnel with reporting obligations in accordance with the provisions of this system shall report their work to the office of the board of directors of the company regularly or irregularly.
The work reports of subsidiaries are divided into regular reports and interim reports. The regular reports are mainly annual work reports and semi annual work reports. Require subsidiaries to submit semi annual work reports to the office of the board of directors of the company before July 31 of each year; Submit the annual work report to the office of the board of directors of the company before January 31 of each year (in case of holidays, it shall be postponed accordingly) (see Annex I for the specific format).
Article 21 according to the nature of major events, subsidiaries shall provide the following information within two working days according to the actual situation, including but not limited to:
(I) matters involving investment shall be implemented in accordance with the investment management system of the company.
(II) the following information shall be provided for other major matters:
1. Report form of major events; (see Annex II)
2. Written consensus reached by the management of subsidiaries or effective resolutions of the board of directors (board of supervisors);
3. Other factual documents or other information required by the office of the board of directors of the company.
Article 22 the Secretary of the board of directors shall, within two working days after receiving the report on major matters, review and analyze it, report it to the board of directors, and deal with it in accordance with the relevant provisions of the CSRC and Shenzhen Stock Exchange, the articles of association and relevant systems:
(for matters not approved by the board of directors and signed by the office in charge), please refer to the official document form of the company’s decision-making department (for matters not approved by the board of directors and signed by the office in charge).
(II) for matters that reach the authority of the management but not the decision-making authority of the board of directors according to the regulations, the office of the board of directors of the company shall fill in the official document submission and approval form (see Annex III), and submit it to the office meeting of the company for research and decision after the preliminary review and signing opinions of the co Organizing Department and the leader in charge.
(III) for matters that reach the decision-making authority of the board of directors as required, the office of the board of directors shall submit them to the board of directors of the company for research and decision in accordance with the provisions of the articles of association.
(IV) matters that meet the decision-making authority of the general meeting of shareholders as required shall be submitted to the general meeting of shareholders for deliberation after being deliberated and approved by the board of directors.
(V) matters involving foreign investment of subsidiaries shall be deliberated according to the procedures specified in the company’s investment management system.
(VI) for matters involving the obligation of information disclosure, the Secretary of the board of directors shall disclose them in accordance with the laws and regulations of Shenzhen Stock Exchange, CSRC and other relevant departments.
Article 23 for matters that need to be deliberated and approved by the shareholders’ meeting of the subsidiary according to the articles of association of the subsidiary, the relevant examination and approval authority of the company shall issue a shareholders’ decision to the subsidiary after deliberation and approval.
Article 24 when the company inquires about the implementation and progress of relevant approval items from the subsidiary, the subsidiary and relevant personnel shall actively cooperate and assist, and cooperate with the relevant person in charge of the company to provide corresponding documents and materials. The written documents related to major matters submitted by subsidiaries shall fully explain the facts and have been preliminarily evaluated, so that the company can fully understand the feasibility, necessity and rationality of the matters.
Article 25 the office of the board of directors of the company shall, within two working days after the completion of relevant review procedures, feed back the review opinions of the company to the submitting unit in the form of written documents (see Annex IV).
Article 26 If the information reporting obligor fails to report major matters in time or report untruthfully due to concealment, omission, misrepresentation or failure to perform or correctly perform other information reporting obligations specified in this system, resulting in serious impact or loss to the company, the company will investigate the responsibility of the information reporting obligor in accordance with the measures for the implementation of accountability for illegal operation and investment. And they can be required to bear legal liabilities such as liability for damages.
Chapter IV information disclosure
Article 27 the office of the board of directors is the only external information disclosure department. No subsidiary shall disclose major events or unannounced production and operation and other relevant information independently in violation of this system. If it is necessary to disclose the above information to the public due to business needs, the office of the board of directors of the company shall be notified in advance and the information can be disclosed only after verification and confirmation by the office of the board of directors of the company.
Chapter V Financial Management
Article 28 the financial principals of subsidiaries shall be appointed. The assessment of the financial principals appointed by subsidiaries shall be mainly based on the assessment of the company, supplemented by the assessment of subsidiaries.
Article 29 a subsidiary shall, in accordance with the accounting standards for business enterprises, the accounting system for business enterprises and the relevant provisions of securities supervision, follow the unified accounting policies, accounting estimates and accounting changes of the company’s finance, formulate the financial management system of the subsidiary with reference to the company’s financial management system, submit it to the company’s financial department for filing, implement financial management in accordance with the formulated financial management system, and carry out accounting and statement preparation, Strengthen the management of costs, expenses, funds and taxes.
Article 30 subsidiaries shall regularly submit monthly, quarterly, semi annual and annual financial statements to the company. A subsidiary shall, in accordance with the requirements for the disclosure of financial and accounting information, accept the audit of the audit institution entrusted by the company.
The subsidiary shall submit the annual report and the budget report of the next year to the company within one month after the end of the accounting year. The annual report includes the operation report, production and sales statement, balance sheet, profit and profit distribution statement, cash flow statement, statement of changes in equity, detailed statement of external guarantee and mortgage, etc.
Article 31 the accounting statements and financial reports submitted by subsidiaries to the company must be submitted after being signed by the financial director and legal representative of subsidiaries. The financial principal and legal representative of the subsidiary shall be responsible for the authenticity, accuracy and reliability of the accounting statements and financial reports submitted by the subsidiary.
Article 32 a subsidiary shall not invest, guarantee or provide financial assistance abroad in violation of the provisions, and shall not sign and approve the payment beyond its authority. The financial personnel of the subsidiary have the right to refuse the payment for the acts of the subsidiary in violation of the financial provisions, and can directly report to the relevant leaders of the company when necessary.
Article 33 subsidiaries shall properly arrange budgets and take various measures to achieve the predetermined budget objectives in strict accordance with the business objectives issued by the company in the year. The completion of the budget will be the main basis for assessing the operation and management of the subsidiary.
Article 34 for important investment, financing, guarantee, mortgage, asset disposal, etc. involving financial indicators, subsidiaries shall communicate and report to relevant leaders of the company, the office of the board of directors and the financial department in advance to evaluate the impact of these matters on the company
The impact of the company’s financial data and the appropriate countermeasures to be taken.
For other matters that have a significant impact on the financial data of subsidiaries, communicate with relevant leaders of the company, the office of the board of directors and the financial department of the company in advance, and take appropriate measures to deal with them.
Chapter VI audit supervision
Article 35 the company shall conduct internal special audit for domestic subsidiaries at least once a year, and internal audit for overseas subsidiaries at least once every three years. Article 36 the Audit Department of the company shall be specifically responsible for the audit of subsidiaries according to the relevant internal audit system of the company (the human resources department shall be specifically responsible for the personnel involved). When necessary, the Audit Department of the company can hire external auditors or accounting firms to audit the subsidiaries.
Article 37 the internal audit of the company mainly includes: economic benefit audit, project audit, salary audit, major economic contract audit, financial accounting and internal control audit, system audit, economic responsibility audit during the term of office and economic responsibility audit after leaving office of the person in charge of the unit, etc.
