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科思科技: 规范与关联方资金往来的管理制度

Core Viewpoint - The company has established a set of regulations to enhance its corporate governance structure, strengthen fund management, and prevent the misuse of company funds by controlling shareholders, actual controllers, and related parties, thereby protecting the rights and interests of the company, shareholders, and other stakeholders [1][2]. Group 1: Definitions and Scope - The regulations apply to fund management between the company and its controlling shareholders, actual controllers, and related parties, including transactions with subsidiaries included in the company's consolidated financial statements [1]. - "Related parties" are defined according to relevant laws and regulations, including both legal entities and natural persons [1]. - "Fund occupation" includes both operational and non-operational fund occupation [2]. Group 2: Types of Fund Occupation - Operational fund occupation refers to funds occupied through related transactions in procurement and sales [2]. - Non-operational fund occupation includes various forms of financial support provided to controlling shareholders and related parties without genuine transactions, such as paying salaries, benefits, and debts on their behalf [2]. Group 3: Responsibilities and Obligations - The controlling shareholders must exercise their rights in accordance with the law and have a duty of good faith towards the company and public shareholders, avoiding actions that harm the company's interests [2][3]. - The company's board of directors is responsible for preventing fund occupation and must regularly check the company's financial status and transactions with related parties [4][5]. Group 4: Preventive Measures - The company must not provide funds or resources to controlling shareholders and related parties through various means, including prepayments or covering expenses [3][4]. - The board of directors and senior management have a legal obligation to maintain the safety of company funds and must refuse any instructions that could lead to fund occupation [6][7]. Group 5: Accountability and Penalties - If controlling shareholders or actual controllers violate these regulations, they must cease the infringement and bear compensation responsibilities [8][9]. - The board of directors has the obligation to protect company funds from being occupied and may impose penalties on responsible individuals, including potential criminal liability [8][9]. Group 6: Implementation and Effectiveness - The regulations will take effect upon approval by the company's shareholders' meeting and will be interpreted by the board of directors [10].