Document No.: zh2155 version / revision: A / 2.0
Management system of subsidiaries
Prepared by he Junli reviewed by He Hao
Approved by Pan Lichun release date: April 20, 2022
The copyright of this document belongs to the company and cannot be copied or quoted without permission
catalogue
1. Purpose 32. Scope of application 33. Normative references 34. Terms and definitions 35. Responsibilities 36. Working procedures five
6.1 work flow chart five
6.2 process description 57. Standardize governance 68. Operation and management 69. Human resources management 710. Financial management 711. Information disclosure services 812. Risk management 913. Audit and supervision 914. Relevant / supporting documents 1015. Subordinate documents derived from this document 1016. Record 1117. Supplementary Provisions 1118. Document revision record eleven
Annex 1 basic list of items reported by subsidiaries twelve
Annex 2 flow chart of major event report of subsidiaries 141. Purpose
In order to realize the relatively independent operation of the company’s “smart transportation” and “Pan semiconductor”, we not only protect the necessary business autonomy of subsidiaries, but also strengthen the management and control ability of listed companies, further clarify the management requirements of subsidiaries, standardize the management process of subsidiaries, improve the operation efficiency of subsidiaries, cultivate key organizational capabilities, and strengthen the core competitiveness and anti risk ability. This document is formulated in combination with the actual situation of the company. 2. Scope of application this document is applicable to Unittec Co.Ltd(000925) and its subsidiaries 3 Normative references: Company Law, securities law, listing rules of Shenzhen Stock Exchange, self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, Unittec Co.Ltd(000925) articles of association 4 Terms and definitions
The “subsidiary” mentioned in this document refers to the company or other entities that can be controlled or actually controlled by the listed company. Here, control refers to that the investor has the power to the investee, enjoys variable returns through participating in relevant activities of the investee, and is able to use the power to the investee to affect its return amount. Including but not limited to:
(1) Wholly owned subsidiaries;
(2) Subsidiaries established jointly by the company and other companies or natural persons with direct or indirect shareholding of more than 50%;
(3) The company holds less than 50% equity, but can decide the composition of more than half of the members of its board of directors, or can actually control subsidiaries through agreements or other arrangements. 5. Responsibilities 5.1 Office of the board of directors
It is the centralized management department of subsidiary affairs, coordinates the relevant work of subsidiary management between various functional departments of the parent company, and assists the company in exercising various functions and powers of shareholders;
Legal procedures for handling major matters of subsidiaries to be considered by the board of directors or the general meeting of shareholders;
Be responsible for the management and control of information collection and external disclosure of major events, transactions and reports of subsidiaries; Organize and inspect the implementation of the system and the implementation of shareholders’ decisions. 5.2 functional departments
In accordance with this document and relevant internal control system, timely and effectively assist the office of the board of directors in reviewing, guiding and supervising the application matters of subsidiaries, and provide support for the company’s decision-making. 5.3 directors, supervisors and senior managers of subsidiaries
Perform the duties and obligations of directors, supervisors and senior managers in accordance with the relevant system requirements of the company and the articles of association of subsidiaries.
He is the person in charge of the information report of the subsidiary, of which the general manager is the first person in charge, and has the obligation to truthfully and accurately report the major matters or transactions specified in this document to the board of directors of the subsidiary, the office of the general manager of the parent company and the board of directors through the office of the board of directors and the Secretary of the board of directors, and submit the checked relevant documents and materials.
Strictly implement the provisions of this document and relevant internal control system, safeguard shareholders’ rights and interests, express opinions on relevant issues and exercise voting rights during the proceedings of the board of directors, shareholders’ meeting or other major meetings of the subsidiary. 5.4 designated organization of subsidiary governance
The general manager of the subsidiary company shall specifically designate the permanent office of the corporate governance institution, accept the supervision of the office of the board of directors of the company, coordinate and handle the affairs of the third meeting of the subsidiary company, including but not limited to the submission of meeting notices and proposals, the preparation and transmission of minutes and resolutions of the third meeting of the subsidiary company, and timely report documents to the office of the board of directors or other functional departments of the company. 6. Work procedure 6.1 work flow chart
Standardized operation flow chart of subsidiaries
Subsidiary General Manager / expatriate director, supervisor board of directors Office General Manager Office Board of directors / general meeting of shareholders subsidiary board of directors / board of supervisors / general meeting of shareholders input / output document
Its designated agency
start
Proposals on major issues or transactions
Organize the feasibility study analysis report and plan of the office meeting of the general manager of the co sponsoring organization
The proposal preliminarily reviews the information materials required for decisions such as the board of directors / shareholders’ proposal
Review process meeting process materials
Is there an agreement reached by the management of the subsidiary
Written record of comments
Whether to pass whether to pass in
Within the scope of authorization
Review comments
No no yes
Review opinions review opinions form resolutions form resolutions
Minutes / resolutions of meetings at all levels
Authorized representative in subsidiary
III. voting at the meeting
Regular report, interim report and
Process special report
Organize the implementation and form a resolution
Receive periodic reports, listen to and review reports
Tissue examination
6.2 process description
(1) For the meeting proposal of major matters, transactions and reports submitted by the General Manager / designated organization of the subsidiary, sufficient and detailed proposal materials and written records of the agreement reached by the management of the subsidiary must be attached, which can fully explain the facts and have been preliminarily evaluated, so that the company can fully understand the feasibility, necessity and rationality of the matter.
Annex 1 basic list of matters reported by subsidiaries and Annex 2 flow chart of major matters Report
(2) The directors dispatched by the company shall submit the verified, true and accurate documents and materials related to major matters or transactions to the office of the board of directors.
(3) The company’s expatriate directors and the office of the board of directors have the right to ask the relevant departments of subsidiaries to provide necessary supplementary materials and risk control measures.
(4) The office of the board of directors shall review or organize relevant co organizers to review various proposals on major issues, transactions and reports reported by subsidiaries.
(5) According to the review opinions, the office of the board of directors shall submit it to the general manager’s office meeting of the company for deliberation and decision-making. If the matter under consideration meets the criteria for consideration by the board of directors or the general meeting of shareholders, the office of the board of directors shall carry out subsequent legal procedures. (6) The office of the board of directors shall issue the shareholders’ decision to the expatriates of the company within 2 working days after the completion of the internal decision-making process. Expatriates or shareholders’ representatives exercise voting rights at the board of directors, board of supervisors and shareholders’ meetings of subsidiaries.
(7) The designated institution of the subsidiary shall prepare the resolutions or meeting minutes of the third board of directors according to the voting situation, and submit the resolutions or meeting minutes of the third board of directors of the subsidiary to the office of the board of directors for filing within one week.
(8) The general manager of the subsidiary shall
