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菲菱科思: 深圳市菲菱科思通信技术股份有限公司防止控股股东、实际控制人及关联方占用公司资金的制度

Core Viewpoint - The company has established a system to prevent the controlling shareholders, actual controllers, and related parties from occupying company funds, ensuring the protection of the company's and stakeholders' legitimate rights and interests [1][2]. Group 1: Definitions and Scope - The controlling shareholder is defined as a shareholder holding more than 50% of the company's total share capital or having significant influence over shareholder meetings despite holding less than 50% [2]. - The actual controller is defined as a person who can actually control the company's actions through investment relationships, agreements, or other arrangements [2]. - Related parties are defined according to relevant laws and regulations, including both legal entities and natural persons [2]. Group 2: Prevention Measures - The company prohibits any form of fund occupation by controlling shareholders, actual controllers, and related parties during operational fund transactions [3]. - The company is not allowed to provide funds directly or indirectly to controlling shareholders, actual controllers, and related parties for various expenses, including salaries, loans, and investments without proper transaction backgrounds [3][4]. - The company must implement strict measures to prevent non-operational fund occupation and establish a long-term mechanism to address such issues [3][4]. Group 3: Responsibilities and Oversight - The company is required to conduct self-inspections regarding fund transactions with controlling shareholders and related parties, and rectify any identified issues promptly [5]. - The chairman of the company is designated as the primary responsible person for preventing fund occupation [5]. - The finance department must regularly check for non-operational fund transactions and ensure compliance with decision-making procedures [5][6]. Group 4: Accountability and Penalties - Directors and senior management who assist or condone fund occupation by controlling shareholders or related parties may face disciplinary actions, including dismissal and legal liability for any losses incurred by the company [7][8]. - The company will impose administrative and economic penalties on responsible individuals for any adverse effects caused by non-operational fund occupation or violations of the established system [8]. Group 5: Miscellaneous Provisions - The system will take effect upon approval by the board of directors and will be interpreted and revised by the board [9].