唯捷创芯: 防范控股股东、实际控制人及其他关联方资金占用管理制度

Core Viewpoint - The company establishes a management system to prevent the controlling shareholder, actual controller, and other related parties from occupying company funds, ensuring the protection of the company's and shareholders' legitimate rights and interests [1][2]. Group 1: General Principles - The management system aims to strengthen and standardize the company's fund management and create a long-term mechanism to prevent fund occupation by controlling shareholders and related parties [1]. - The system applies to fund management between the controlling shareholder, actual controller, and related parties, including subsidiaries within the company's consolidated financial statements [1]. Group 2: Definition of Related Parties and Fund Occupation - "Related parties" are defined according to relevant laws, regulations, and accounting standards, including both legal entities and natural persons [2]. - Fund occupation includes operational fund occupation through related transactions and non-operational fund occupation, such as covering expenses or debts for the controlling shareholder and related parties [2]. Group 3: Prevention Principles - The board of directors and internal institutions must operate independently and exercise management rights without confusion with controlling shareholders or related parties [3]. - The company must strictly limit fund occupation by controlling shareholders and related parties during operational transactions [3][4]. Group 4: Prohibited Actions - The company is prohibited from providing funds directly or indirectly to controlling shareholders and related parties through various means, including covering expenses, lending funds, or issuing commercial bills without real transaction backgrounds [4][5]. - Controlling shareholders and related parties are not allowed to occupy company funds through various specified methods, including requiring the company to cover costs or repay debts [5][6]. Group 5: Responsibilities and Measures - The board of directors is responsible for managing the prevention of fund occupation, and all directors and senior management must fulfill their legal obligations to maintain fund security [6][7]. - The finance department is tasked with regular checks on non-operational fund transactions with controlling shareholders and related parties to prevent fund occupation [6]. Group 6: Accountability and Penalties - Violations of the management system by controlling shareholders or related parties that harm the company will result in compensation responsibilities and potential penalties for responsible individuals [6][7]. - The board will establish mechanisms to freeze shares held by controlling shareholders if asset occupation is detected, ensuring that funds are returned in cash whenever possible [6][7]. Group 7: Miscellaneous - The management system will be effective upon approval by the company's shareholders' meeting and may be modified based on legal and regulatory requirements [7].