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同仁堂: 北京同仁堂股份有限公司规范与关联方资金往来管理制度

Core Viewpoint - The article outlines the management system for fund transactions between Beijing Tongrentang Co., Ltd. and its controlling shareholders, actual controllers, and other related parties, aiming to prevent fund occupation and protect investors' rights [1][2]. Group 1: Regulations on Fund Transactions - The company establishes a system to regulate fund transactions with controlling shareholders and related parties to prevent fund occupation and ensure compliance with legal requirements [1][2]. - All fund transactions between the company and its controlling shareholders, actual controllers, and related parties are subject to this system [1][2]. - The controlling shareholders and actual controllers have a duty of good faith towards the company and its public shareholders, and must not harm their interests through various means [1][2]. Group 2: Prohibited Actions - The controlling shareholders and related parties are prohibited from occupying company funds in any form, including through temporary occupation or small amounts in multiple batches [3]. - The company must not provide funds directly or indirectly to controlling shareholders or related parties for various expenses or loans without proper justification [2][3]. - Any transactions with controlling shareholders must comply with the company's decision-making procedures and information disclosure obligations [3][4]. Group 3: Financial Oversight and Accountability - The company's financial department must strictly adhere to relevant regulations when handling payments related to controlling shareholders and related parties [4]. - The registered accountants must provide a special report on any fund occupation by controlling shareholders during the annual audit [4]. - The company must conduct self-inspections regarding fund transactions and take corrective actions if any violations are found [4][5]. Group 4: Asset Settlement and Compliance - Funds occupied by controlling shareholders should generally be repaid in cash, with strict controls on non-cash asset settlements [5]. - Any non-cash assets used for repayment must meet specific criteria and undergo evaluation by qualified intermediaries [5]. - The company must ensure that any asset settlement proposals are approved by the shareholders' meeting, with related party shareholders abstaining from voting [5][6]. Group 5: Legal and Regulatory Compliance - If controlling shareholders have occupied company funds or engaged in illegal guarantees before transferring control, they must return the funds and resolve any violations [6]. - Violations of this system by the company or its executives may result in administrative penalties or criminal liability [6]. - The system will be revised as necessary to comply with future legal changes, and the board of directors is responsible for its interpretation [6].