Shenzhen Crastal Technology Co.Ltd(300824)
Management system of holding subsidiaries
Chapter I General Provisions
Article 1 in order to strengthen the management of the holding subsidiaries of Shenzhen Crastal Technology Co.Ltd(300824) (hereinafter referred to as the "company"), this system is formulated in accordance with the company law of the people's Republic of China and the Shenzhen Crastal Technology Co.Ltd(300824) articles of Association (hereinafter referred to as the "articles of association").
Article 2 the holding subsidiaries (hereinafter referred to as "subsidiaries") mentioned in this system refer to the absolute holding subsidiaries in which the company holds more than 50% (excluding 50%) and the relative holding subsidiaries in which the company is the largest shareholder and has actual control.
Article 3 subsidiaries operate and manage independently according to law. Exercise the rights of directors and supervisors of the subsidiary company according to law.
Article 4 according to the strategic planning of the company, the company coordinates the business strategy and risk management strategy of its subsidiaries, and urges its subsidiaries to formulate relevant business plans and risk management procedures. The development planning and investment direction of subsidiaries must obey and serve the overall strategic planning of the company.
Article 5 related party transactions between the company and its subsidiaries shall be conducted in accordance with the fair market prices and trading conditions, and shall be deliberated and approved by their respective decision-making bodies in accordance with legal procedures according to law. It is not allowed to transfer benefits or evade taxes through related party transactions.
Article 6 the company shall determine the main provisions of the articles of association of the subsidiary according to law, and the directors nominated or appointed by the company shall account for the majority of the members of the board of directors of the subsidiary, so as to ensure that the company can control the subsidiary.
Chapter II approval and filing system for major events
Article 7 for the development plan and budget, major investment, acquisition and sale of assets, acquisition of major fixed assets, borrowing, provision of financial assistance, provision of guarantee for others, investment in Securities and financial derivatives, signing of major contracts and other matters of subsidiaries, the directors nominated by the company must report to the Finance Department of the company in advance. The Finance Department of the company shall submit it to the corresponding decision-making body of the company for approval according to the decision-making authority of the corresponding matters of the company. After the approval of the company, the subsidiary shall convene the board of directors or shareholders' meeting for deliberation in accordance with legal procedures, and the authorized shareholder representative or nominated director of the company must vote in accordance with the approval opinions of the company.
Article 8 the rules of procedure and the method of notification for the holding of the shareholders' meeting and the board of directors of a subsidiary shall comply with the provisions of the company law. The shareholders' meeting and the board of directors shall have meeting minutes or minutes, and the meeting minutes or minutes and resolutions shall be submitted to the company for filing within 10 working days after the meeting.
Article 9 without the authorization and approval of the company in accordance with Article 7, the subsidiary has no right to make any form of foreign investment, loan, mortgage and other forms of guarantee, and shall not conduct related party transactions with the company's related parties. Chapter III Financial Management
Article 10 the accounting, accounting policies and accounting estimates adopted by subsidiaries shall comply with relevant regulations and the company's financial and accounting system.
Article 11 subsidiaries shall timely submit accounting statements and provide accounting materials 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 a certified public accounting firm entrusted by the company.
Subsidiaries shall submit monthly, quarterly, semi annual and annual financial statements to the company within 10 working days from the end of each month, quarter, half year and year.
Article 12 subsidiaries shall participate in the budget management of the company.
Article 13 the company shall regularly or irregularly audit and supervise its subsidiaries. The audit contents mainly include: economic benefit audit, project audit, major economic contract audit, system audit, economic responsibility audit of the person in charge of the unit during his term of office and economic responsibility audit of leaving office, etc.
After receiving the audit notice, the subsidiary shall actively prepare and actively cooperate. After the audit opinions and audit decisions approved by the company are delivered to the subsidiary, the subsidiary must implement them carefully.
Chapter IV information management
Article 14 the company enjoys the right to know all the information of its subsidiaries, and subsidiaries shall not conceal or falsely report any information.
Article 15 the information provided by subsidiaries must be timely, true, accurate and complete; The information shall be provided in written form with official seal.
Article 16 directors, managers and relevant personnel involved in inside information of subsidiaries shall not disclose important inside information of the company and subsidiaries without authorization.
Article 17 subsidiaries shall regularly report the following information to the company:
1. Provide minutes (or minutes) and resolutions of the board of directors and shareholders' meetings of subsidiaries in accordance with Article 8 of the system;
2. Provide financial statements of subsidiaries in accordance with Article 11 of the system;
3. Submit the semi annual and annual business work summary within 20 working days after the end of the year. Chapter V personnel management
Article 18 subsidiaries shall abide by the company's personnel management system. For the internal organization setting, staffing and salary distribution plan of the subsidiary, the directors nominated by the company shall be reported to the company for approval in advance. After the approval of the company, the subsidiary shall convene the board of directors of the subsidiary to study and implement it in accordance with legal procedures.
Article 19 the directors, supervisors and senior managers nominated by the company to each subsidiary shall be discussed and determined by the general manager's office meeting of the company, and shall be elected or appointed by the shareholders' meeting or the board of directors of the subsidiary according to law.
The directors, supervisors, managers and other senior managers of subsidiaries shall not operate the same business as the company they serve for themselves or for others, or engage in acts detrimental to the interests of the company.
Article 20 the middle managers of subsidiaries shall be reported to the human resources department of the company for filing. Within the approved headcount, subsidiaries recruit employees independently in accordance with the labor law of the people's Republic of China.
Article 21 the financial director of the subsidiary shall be recommended by the company and appointed by the board of directors of the subsidiary in accordance with legal procedures.
Article 22 the subsidiary company implements the relative avoidance system, and the immediate relatives of the senior managers of each subsidiary company shall not hold office in the company.
Article 23 the board of directors of a subsidiary shall formulate the assessment, reward and punishment measures for its management team according to the assessment, reward and punishment measures of the board of directors.
Chapter VI supplementary provisions
Article 24 this system shall come into force from the date of deliberation and approval by the general meeting of shareholders of the company.
Article 25 the board of directors of the company shall be responsible for the interpretation and modification of this system.
Article 26 in case of matters not covered in this system or inconsistent with relevant laws and regulations, relevant provisions of the regulatory authority and the articles of association, relevant laws and regulations, relevant provisions of the regulatory authority and the articles of association shall prevail Shenzhen Crastal Technology Co.Ltd(300824) March 2002
