Planning document on establishing a company (2)

Sample 3 investment company establishment plan

In order to further streamline and strengthen the group’s asset operations and investment and financing management, make the investment and financing platform bigger and stronger, and enhance investment and financing capabilities and capital operations level, to better implement the development strategy of "rebuilding a group", the following plan is proposed for the establishment of **** Investment Holding Co., Ltd. (hereinafter referred to as "investment company").

1. Purpose and requirements of establishment

With the purpose of creating a unified, standardized and efficient investment and financing platform, focusing on strategic investment and effective implementation of projects, and integrating resources and capital Operations will be used as a means to comprehensively improve investment and financing capabilities and levels, continuously explore, incubate and cultivate excellent investment projects, realize investment returns, effectively utilize assets, and provide listed companies with sustained growth momentum and ensure absolute controlling status, achieving sustained and rapid development of the group. , healthy development.

2. Formation method

Based on the actual situation of the group and its directly affiliated enterprises, it is planned to adopt the method of "overall planning, step-by-step implementation, standardized operation, and steady advancement".

(1) Cash registration first

In order to ensure that the investment company can be established and put into operation in a short time, it is planned that the group will directly invest in cash to register and establish the investment company, with a registered capital of 2 billion.

(2) Evaluation and step-by-step transfer of effective assets

First, carry out professional evaluation and consultation. After the investment company is registered and established, the group hires accounting firms and professional consulting agencies to organize an assessment of the quality and profitability of various assets within the group, and provide strategic consulting opinions on the effective use of assets and the future development of the investment company. . Secondly, transfer assets in a reasonable and step-by-step manner. Based on professional evaluation opinions and consulting suggestions, and taking into account the principle that it is beneficial to the investment company to expand its asset scale, improve asset quality, enhance investment and financing capabilities, and not reduce the investment company's future return on net assets, the group will gradually inject qualified funds into the investment company as needed. The effective assets are reasonably injected into the investment company through equity transfer in the form of current value or estimated appreciation.

(3) Carry out equity investment and financing

According to the development needs of the investment company, use the relevant equity held by the group to carry out investment and financing activities in accordance with the law.

(4) Step-by-step investment of project capital

1. Supporting funds for project financing;

2. In order to support investment companies to become bigger and stronger, the group The annual profit dividends include the income that the investment company should turn over, and after retaining enough for its own use, the rest will be used as the group's reinvestment in the investment company.

3. Company name, nature, business scope and development positioning

(1) Company name ******* Investment Holdings Co., Ltd.

( 2) Corporate nature The investment company is a wholly-owned subsidiary established by the group company. It is a one-person limited liability company with independent legal person status, implements independent operations, independent accounting, and is responsible for its own profits and losses.

(3) Business scope: investment in various industries and asset management; capital operation; asset trust management; real estate development and operation; real estate leasing, property management; domestic and foreign trade.

(4) The development positioning focuses on the three key points of cultural industry investment, cultural real estate investment and equity investment, and strives to build a strategic investment platform, an emerging cultural industry project incubation platform, a major project investment and financing platform, and an asset management platform. The resource integration supervision platform - the four major platforms - strives to achieve the preservation and appreciation of assets and the rapid expansion of capital through sustained, steady and innovative development, and strives to develop the investment company into a company with total assets of 5 billion yuan and net assets of 2.5 billion by the end of 20XX. Yuan, with annual revenue reaching 3 billion Yuan and annual profit reaching 300 million Yuan, it is a legal entity that integrates financing, investment, construction, operation and management modernization, investment diversification, and development intensification, and has strong competitiveness and sustainable development capabilities. Become the main force in "rebuilding a group".

IV. Definition of functions

(1) As an investor, the Publishing Group exercises the following rights over the investment company:

1. Review and approve the development of the investment company Planning and annual investment plans;

2. Review and approve the investment company’s major financing, major investments, large asset disposals, and write-off of major asset losses;

3. Review and approve investments The company's registered capital increases or decreases and project capital investment;

4. Appoint, remove and manage the chairman, general manager, deputy general manager and financial director of the investment company in accordance with the cadre management authority and relevant procedures; review Approve the full-time legal representatives of investment companies and internal institutions and wholly-owned subsidiaries; record and manage the main executives of investment company holdings and shareholding companies;

5. Review the investment company’s remuneration plan;

6. Determine the performance appraisal, rewards and punishments of the investment company’s management team;

7. Unify the management of the party and mass, disciplinary inspection and supervision work of the investment company;

8. Laws, regulations and company articles of association Other rights stipulated.

(2) Investment Company The investment company is responsible for the group. Under the unified leadership of the group party committee, it performs the following responsibilities in accordance with laws and regulations and within the scope of authorization of the group:

1. According to the group's overall development strategy and relevant requirements, formulate and organize the implementation of the company's development strategic plan and annual investment plan, implement the group's relevant regulations and decisions, and complete various business management goals and other tasks assigned by the group;

2. Responsible for the legal operation and management of assets within the scope of authorization, bear the responsibility for value preservation and appreciation, decide on investment, capital operation and financing plans within the scope of authorization, and formulate various management systems of the company;

3. Organize and implement Performance appraisal, rewards and punishments for other personnel of the investment company;

44. In accordance with the relevant procedures, implement the appointment and removal of cadres decided by the group party committee, and do a good job in the organization and management of other personnel of the investment company;

5. Other powers authorized by laws, regulations and the group.

V. Organizational Structure

(1) Corporate governance structure Establish and improve the corporate governance structure in accordance with the "Company Law of the People's Republic of China" and other relevant regulations.

1. The company does not have a board of directors, but has a chairman, who is the legal representative of the company.

2. The company does not have a board of supervisors, and the group appoints one supervisor.

3. The company’s operating team consists of 1 general manager, 3 deputy general managers and 1 financial director.

(2) Internal institutions shall be set up and staffed in accordance with the principles of "simplification, pragmatism and efficiency". The company has five departments: Investment Development Department, Financial Audit Department, Compliance and Risk Management Department, Project Management Department and Comprehensive Management Department.

1. Investment and Development Department

Main Responsibilities: Responsible for the research of the company’s business development strategy and project management strategy, collecting and analyzing information on national macroeconomic policies and related industry development trends, and preparing the company’s Development planning and annual investment plan; formulate investment management systems and business processes; collect project investment information, establish information exchange channels with relevant units, carry out investment opportunity evaluation and project planning, and carry out project reserve; responsible for the business affairs of the company's external investment cooperation projects Negotiation, preliminary research and demonstration, feasibility analysis, and program design provide reference for the company's decision-making; assist the project management department in registering and managing completed investment projects, track and understand the progress of the company's investment projects, and research and propose investment projects Implement disposal plans such as mergers, acquisitions, reorganizations, replacements, and suspensions; be responsible for the company's fund management and capital operations, comprehensively analyze the company's asset status and capital market conditions, and propose adjustment planning suggestions and improvement measures for the asset structure; be responsible for the company's mergers, acquisitions, Design and implement reorganization and other project plans; be responsible for equity management, carry out business such as increase, reduction, transfer, repurchase, pledge of equity of listed companies, participate in private placement and other securities investments in the securities market; undertake other matters assigned by superiors.

Staffing: 1 director and 3 to 5 organizers.

2. Financial Audit Department

Main Responsibilities: Responsible for formulating the company’s accounting policies and financial management rules and regulations; responsible for the company’s financial budget, accounting, asset verification, asset evaluation and tax planning Coordination and other work; track and evaluate the capital and debt structure, performance and realization of strategic goals of the company's business, establish an indicator system for maintaining and increasing the value of state-owned assets and an assessment indicator system for business objectives, and conduct analysis, prediction, early warning and Propose improvement measures; research new financing methods and financing channels, rationally allocate financing mortgage and guarantee resources, balance the financing structure, reduce financing costs and financial risks, formulate and implement financing plans and programs, and ensure the funding needs for company development and project construction; Responsible for the company's internal financial audit work, participate in business performance assessment work; undertake other matters assigned by superiors. Staffing: 1 director and 3 to 5 organizers.

3. Compliance and Risk Management Department

Main Responsibilities: Responsible for establishing the company’s comprehensive risk management and internal control management system, formulating risk management and internal control management plans, management processes and rules and regulations; Responsible for the management of the company's credit risk, market risk, operational risk and compliance risk, and issuing various risk management reports; organizing and implementing the full-process risk prediction and monitoring of investment and financing projects, and timely proposing risk prevention and control measures; responsible for Handle the company's relevant legal affairs, review the company's various economic contracts and agreement texts, supervise and review the qualifications, credit standing and repayment ability of cooperation partners; undertake other matters assigned by superiors. Staffing: 1 director and 2 to 3 organizers.

4. Project Management Department:

Main Responsibilities: Responsible for organizing the implementation and management of the company’s investment projects, including participating in the feasibility studies and investment calculations of each proposed development project, and responsible for the project Establish the department and put forward opinions on the selection and recruitment of project management personnel; be responsible for the implementation of the whole process and comprehensive management of the company's investment projects, do a good job in infrastructure management such as project cost, project quality, project progress, bidding and bidding during the project construction period, and organize the outline, forecast, and Review and manage final accounts, strengthen the use of project funds and cost management, coordinate and solve major problems during the implementation process, review and approve project changes, organize and manage the acceptance and handover of completed projects; be responsible for external investment cooperation, leasing and sales, property management of assets, etc. Operation and management work; responsible for contacting the company's holding and joint-stock companies; responsible for formulating and assessing the annual operating goals of the company's investment projects; undertaking other matters assigned by superiors. Staffing: 1 director and 3 to 5 organizers.

5. General Affairs Department

Main Responsibilities: Responsible for the company’s daily affairs, internal and external relations, comprehensive coordination; responsible for official document processing, confidentiality, secretarial information, meeting organization, supervision and implementation and other work; responsible for personnel management, salary and benefits, performance appraisal, etc.; undertake other matters assigned by superiors. Staffing: 1 director and 2 to 3 organizers.

(3) Subsidiaries

The investment company has two subsidiaries.

1. Real Estate Development Co., Ltd. Integrate the real estate development enterprises directly under the group into a real estate development company with independent legal personality, independent operation, independent accounting, and responsibility for its own profits and losses. It is responsible for the development and construction of real estate projects invested by the investment company. Through integration, the current problems of idle resources and waste under the operation of a single project will be effectively solved, and the advantages of integrated resource integration and management synergy will be maximized, including advantages in human resources, land and production materials, financial resources, technical information and Knowledge sharing advantages, management synergy advantages, and the overall competitive advantages generated through the above resource advantages realize the orderliness and high efficiency of the overall resource allocation; it is conducive to further strengthening the overall project planning, planning and design, and construction unit bidding. , control the procurement of bulk materials and equipment, and reduce development, construction and management costs; it is conducive to unified real estate branding, focused on building brand advantages, and forming economies of scale. In addition, through the operation of the project company, packaging, spin-off and listing are facilitated.

2. Asset Management Co., Ltd. Integrate the asset management enterprises directly under the group into an asset management company with independent legal personality, independent operation, independent accounting, and responsibility for its own profits and losses. It will be responsible for the operation and management of existing and future commercial assets. Through integration, the advantages of resource integration and management synergy are also realized, and management costs are reduced. At the same time, it is conducive to strengthening and improving professional operating capabilities and levels; it is conducive to coordinating existing land and real estate resources, divesting non-core businesses, and dealing with non-performing assets. assets, reorganize high-quality assets, and improve the operational quality and efficiency of assets; it is conducive to improving the credit scale and credit rating, laying a solid foundation for investment and financing business; it is conducive to forming a one-stop industrial structure and building its own brand.

6. Standardize and establish relevant working mechanisms

(1) Establish a scientific and effective investment and financing operation mechanism

Further optimize the asset structure, revitalize existing stocks, improve quality, Enlarge the increment, actively explore various forms of resource capitalization, asset capitalization, and capital securitization, form a sustainable and stable profit model as soon as possible, reduce debt levels, increase cash flow, and consolidate the financing foundation. Carry out in-depth cooperation between banks and enterprises, make good use of financial policies, strive for support such as credit ratings, syndicated loans, and financing credit, and expand the scale of credit financing. With project construction as a link, multiple parties will open up investment and financing channels, establish a long-term and stable cooperation mechanism with securities, trusts and various investment institutions, provide financial guarantee for industrial investment and project construction, and truly form? Let the project and other funds, not let the funds The benign pattern of financing and development of other projects has truly formed a virtuous cycle of "financing, investment, refinancing, reinvestment" and timely exit, and an investment and financing operation mechanism of rolling development.

(2) Establish a strict and effective financial management mechanism

Establish a unified financial management system, a sound financial management system and a strict internal audit system to strengthen the company's capital and asset management and financial supervision, strengthen financial supervision and auditing of subordinate enterprises, ensure the balance of assets and liabilities, the balance of corporate cash flow, the balance of input and output, reduce debt risks, and form an effective internal control system.

(3) Establish a flexible and effective personnel selection and employment mechanism

Adapt to the requirements of modern enterprise systems, further accelerate the establishment of a market-oriented personnel selection and employment mechanism, and implement the labor contract system for all employees. Strictly following the principles of openness, equality, and competition, internal talent selection is mainly based on competition, and external selection is based on open recruitment or direct entrustment of talent agencies to recruit, and the best candidates are selected through comprehensive assessment and competition.

Improve the appointment system, tenure system and business target responsibility system, strengthen the use of performance appraisal and appraisal results, ensure that positions can be promoted and dismissed, employees can come in and out, establish a crisis awareness in the company that "no action means no position", and maximize the Stimulate the enterprising spirit and entrepreneurial passion of cadres and employees.

(4) Establish a reasonable and effective incentive and restraint mechanism

Follow the laws of market value and comprehensively establish a performance-based salary system based on job performance, including agreed wages, project wages, and base salary benefit commissions ?The salary distribution system that combines the benefits of high salary and low salary. Build a diversified incentive system, establish and improve the operator risk deposit system, explore the organic combination of short-term salary distribution and medium- and long-term salary incentives, pay attention to employee welfare protection, reward employees with outstanding contributions and significant benefits, implement differentiated incentives, and guide The company's employees strive to achieve first-class performance.

(5) Establish a safe and effective risk prevention mechanism

Establish and improve the company’s investment and financing risk and benefit assessment system. All investment and financing projects must undergo strict internal and external feasibility studies and demonstrations. Establish and improve a scientific decision-making mechanism and internal operating mechanism, and strictly implement the prescribed decision-making procedures. Matters involving major changes in the company's property (share) rights, investment and financing activities, external guarantees, etc. must be reported to the group for approval in accordance with regulations before implementation. Establish a regular reporting system. The company's major investment and financing matters, capital operations and financial operations should be reported to the group every month.