奥锐特: 奥锐特药业股份有限公司防止大股东及关联方占用公司资金制度(2025年8月修订)

Core Viewpoint - The company has established a management system to prevent the controlling shareholder and related parties from occupying company funds, ensuring the protection of the interests of all shareholders and creditors [1][2]. Group 1: General Principles - The system aims to maintain the legitimate interests of the company, its shareholders, and creditors, in accordance with relevant laws and regulations [1]. - 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 resolutions [1]. - Fund occupation includes both operational and non-operational forms, such as related transactions and various financial arrangements with the controlling shareholder [2]. Group 2: Prevention Measures - All related transactions with the controlling shareholder must comply with the company's articles of association and related management measures [2]. - The company is prohibited from providing funds to the controlling shareholder through various means, including loans, guarantees, or covering expenses without proper transactions [2][3]. Group 3: Responsibilities of the Board and Management - The board of directors and senior management are legally obligated to safeguard company funds and prevent fund occupation by the controlling shareholder [3]. - The chairman of the board is designated as the primary responsible person for preventing fund occupation [3]. - Regular checks must be conducted by the audit committee and financial departments to monitor transactions with the controlling shareholder [3][4]. Group 4: Handling Fund Occupation - In cases of fund occupation, the company must promptly develop a recovery plan and report to regulatory authorities [4]. - Independent directors can propose judicial freezing of shares held by the controlling shareholder if fund occupation occurs [4][5]. Group 5: Accountability and Penalties - Directors and senior management who fail to fulfill their responsibilities or assist in fund occupation may face disciplinary actions, including removal from their positions [6][7]. - Any losses incurred due to violations of the management system must be compensated by the responsible individuals [7].