GINWA(SH:600080) Zheng Quan Zhi Xing·2025-08-21 10:20Core Viewpoint - The company has established a comprehensive management approach for related party fund transactions and external guarantees to mitigate risks and protect investors' rights [2][3]. Group 1: General Provisions - The management measures aim to regulate fund transactions with controlling shareholders and related parties, ensuring compliance with relevant laws and protecting investor interests [2]. - The measures apply to the company's wholly-owned subsidiaries, controlling subsidiaries, and companies under actual control [2]. - The board of directors and management are responsible for preventing fund occupation by controlling shareholders and ensuring strict adherence to review and disclosure procedures for related transactions [2][3]. Group 2: Related Party Fund Transactions - The company prohibits the occupation of funds by controlling shareholders and related parties during operational fund transactions [3]. - Specific prohibited actions include providing funds for salaries, loans, or other expenses to related parties without a legitimate business background [3]. - The company’s financial department must ensure compliance with transaction agreements and manage fund approvals rigorously [5]. Group 3: External Guarantees - External guarantees are defined as the company providing guarantees for others, including subsidiaries, and must be approved by the board or shareholders [6][7]. - Guarantees can only be provided to independent legal entities that meet specific criteria, such as subsidiaries or companies with significant business relationships [6][7]. - The company must require sufficient counter-guarantees unless the guarantee is for a wholly-owned subsidiary [6]. Group 4: Risk Prevention and Rectification - The company must conduct self-inspections regarding fund occupations and rectify any identified issues promptly [10][11]. - If funds are occupied by controlling shareholders, they should be repaid in cash, and any non-cash assets used for repayment must comply with specific regulations [11]. - The company must take corrective actions for any violations in guarantee contracts, including potential termination or replacement of guarantees [12]. Group 5: Accountability Mechanism - The board may impose penalties on directors and senior management for negligence in managing related party transactions that lead to asset occupation [35]. - The company reserves the right to pursue legal action against responsible parties for any losses incurred due to violations by controlling shareholders and related parties [36].