ST尔雅: 防范控股股东及关联方占用公司资金制度（2025年8月）

Core Viewpoint - The company establishes a long-term mechanism to prevent the controlling shareholder and related parties from occupying company funds, ensuring compliance with relevant laws and regulations [2][3][12]. Group 1: General Principles - The company aims to prevent the controlling shareholder and related parties from occupying funds through various means, including operational and non-operational fund occupation [3][4]. - The board of directors and senior management have a legal obligation to maintain the safety of the company's funds [2][3]. Group 2: Prevention Measures - The company prohibits providing funds or resources to the controlling shareholder and related parties through prepayments or other means [4][5]. - Non-operational fund occupation includes various forms such as paying salaries or expenses for the controlling shareholder and related parties without a legitimate transaction [3][4]. Group 3: External Guarantees - Any external guarantees must be approved by the board of directors and the shareholders' meeting, especially when the total amount exceeds 50% of the latest audited net assets [5][6]. - The company must ensure that external guarantees are accompanied by proper risk assessments and that the counterparties provide counter-guarantees [5][6]. Group 4: Responsibilities and Accountability - The chairman of the board is the primary responsible person for preventing fund occupation and ensuring compliance with the established mechanisms [6][7]. - The company’s financial department is required to conduct regular checks on fund transactions with the controlling shareholder and related parties to prevent non-operational fund occupation [6][7]. Group 5: Legal and Regulatory Compliance - In cases of fund occupation, the company must develop a repayment plan and report to regulatory authorities as required [8][9]. - The independent directors are responsible for reviewing and providing independent opinions on related party transactions and external guarantees [10][11].