Intretech(SZ:002925) Zheng Quan Zhi Xing·2025-07-16 16:22Core Points - The document outlines a management system to prevent the controlling shareholders and related parties from occupying the company's funds, ensuring the protection of the company's and its stakeholders' legal interests [1][2][3] Group 1: Definition and Scope - The term "controlling shareholder" refers to a shareholder holding more than 50% of the company's total share capital or having significant voting rights despite holding less than 50% [1] - "Actual controller" is defined as a natural person, legal entity, or organization that can actually control the company's actions through investment relationships or agreements [1] - "Related parties" are determined according to the company's related transaction management system [1] Group 2: Types of Fund Occupation - Fund occupation includes operational fund occupation, which arises from related transactions in procurement, sales, and service provision [2] - Non-operational fund occupation includes various forms such as the company advancing payments for the controlling shareholder, borrowing funds, and assuming debts on behalf of the controlling shareholder [2] Group 3: Transaction Management - The company must strictly adhere to its articles of association and related transaction management system when engaging in related transactions with controlling shareholders and related parties [3] - The company is prohibited from providing funds directly or indirectly to controlling shareholders and related parties through various means, including loans and debt repayment [3][4] Group 4: Responsibilities of the Board and Management - The board of directors and senior management are legally obligated to maintain the safety of the company's funds and prevent fund occupation by controlling shareholders and related parties [4] - The chairman of the board is identified as the primary responsible person for preventing fund occupation [4] Group 5: Measures and Procedures for Fund Occupation - Upon identifying fund occupation, the company must promptly develop a recovery plan and report to regulatory authorities [5][6] - The company should prioritize cash repayment for occupied funds and strictly control non-cash asset repayments [5][6] Group 6: Accountability and Penalties - Directors and senior management who fail to fulfill their responsibilities or assist in fund occupation may face disciplinary actions, including dismissal [9] - The board may report to regulatory authorities if the board fails to act on fund occupation issues [6][9] Group 7: Miscellaneous - The document is subject to national laws and regulations, and any inconsistencies will defer to those laws [10] - The board of directors holds the interpretation rights of this management system [10]