杭州当虹科技股份有限公司 防范控股股东、实际控制人及其他关联方占用公司资金制度 杭州当虹科技股份有限公司 第二条 本制度适用于公司控股股东、实际控制人及其他关联方与公司间的资 金管理。本制度也适用于公司控股股东、实际控制人及其他关联方与纳入公司合并会 计报表范围的子公司之间的资金往来。 本制度所称"关联方"，是指根据《公司法》 《证券法》等法律、中国证券监督管 理委员会（以下简称"中国证监会"）、上海证券交易所发布的相关法规、部门规章和 规范性文件、《公司章程》所界定的关联方。 防范控股股东、实际控制人及其他关联方占用公司资金制度 第一章 总则 第一条 为了进一步加强和规范杭州当虹科技股份有限公司（以下简称"公司"） 的资金管理，防止和杜绝控股股东、实际控制人及其他关联方占用公司资金行为的发 生，保护公司、股东和其他利益相关人的合法权益，根据《中华人民共和国公司法》 （以下简称"《公司法》"）、 《中华人民共和国证券法》 （以下简称"《证券法》"）及《杭 州当虹科技股份有限公司章程》 （以下简称"《公司章程》"）的有关规定，结合公司实 际，制定本制度。 务，不得通过资金占用等方式损害公司利益和社会公众股股东的 ...

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].

Core Viewpoint - The company establishes a system to prevent the controlling shareholder, actual controller, and other related parties from occupying company funds, aiming to protect the legitimate rights and interests of all shareholders and creditors [1][3]. Group 1: Definition and Scope - The system defines fund occupation to include both operational and non-operational fund occupation, with operational occupation arising from related transactions and non-operational occupation involving various expenses and debt repayments [1]. - The system applies to subsidiaries included in the company's consolidated financial statements, ensuring that fund transactions between the controlling shareholder and subsidiaries adhere to the established regulations [1]. Group 2: Prohibitions and Procedures - The controlling shareholder and related parties are prohibited from occupying company funds through various means, including requesting the company to cover expenses, repay debts, or provide loans without proper transaction backgrounds [1][3]. - Any related transactions must strictly follow the company's articles of association and the related transaction management system, ensuring transparency and adherence to approval processes [1][3]. Group 3: Oversight and Accountability - The company's board of directors is responsible for reviewing and approving related transactions, with any exceeding board authority requiring shareholder meeting approval [3]. - The finance department is tasked with regular inspections of fund transactions involving the controlling shareholder and related parties, reporting any non-operational fund occupations [3]. Group 4: Remedies and Legal Responsibilities - In cases of asset infringement by the controlling shareholder or related parties, the board must take effective measures to stop the infringement and seek compensation for losses [3]. - Funds occupied by the controlling shareholder should ideally be repaid in cash, with strict controls on non-cash asset repayments, requiring independent evaluations and shareholder approval for any asset-based debt settlements [3].

Core Points - The company has established a special system to prevent the controlling shareholder, actual controller, and related parties from occupying company funds, aiming to protect the legitimate rights and interests of all shareholders and creditors [1][2] - The system defines two types of fund occupation: operational and non-operational, with operational occupation arising from related transactions in business operations, while non-operational occupation includes various payments and loans made on behalf of the controlling shareholder and related parties [1][2] Summary by Sections General Principles - The system is based on relevant laws and regulations, including the Company Law and Securities Law of the People's Republic of China, and aims to create a long-term mechanism to prevent fund occupation [1] - Fund occupation includes both operational and non-operational types, with operational occupation linked to business transactions and non-operational occupation involving payments for wages, debts, and other expenses without proper consideration [2] Responsibilities and Measures - The board of directors and senior management are responsible for maintaining the safety of company funds and must adhere to legal and regulatory requirements [3] - The chairman and general manager are the primary responsible persons for preventing fund occupation, with strict monitoring of fund flows required during transactions with related parties [3][4] - The finance department is tasked with executing strict internal approval and payment processes to prevent fund occupation [4][5] Accountability and Penalties - If fund occupation occurs, the company board must take immediate action to recover the occupied funds and report to regulatory authorities [5][6] - The controlling shareholder and related parties are liable for damages caused by fund occupation, and the company must prioritize cash repayment over non-cash assets [6][7] - Any unauthorized approval of fund occupation by directors or senior management will be treated as a serious violation, leading to accountability measures [7][8]

Core Points - The document outlines a management approach to prevent the controlling shareholder, actual controller, and other related parties from occupying the company's funds, establishing a long-term mechanism to avoid such behaviors [1][2] - The company is required to implement effective internal control systems to prevent fund occupation and ensure compliance with relevant laws and regulations [2][3] - The responsibilities of various departments and personnel, including the financial planning department, board of directors, and audit department, are clearly defined to monitor and manage fund usage [2][5] Group 1: General Principles - The management approach is based on laws such as the Civil Code, Company Law, and Securities Law, aiming to prevent fund occupation by related parties [1] - Related parties are defined in accordance with the current regulations of the Shanghai Stock Exchange and the company's related transaction management approach [1][3] - The controlling shareholder is defined as a shareholder holding more than 50% of the company's total capital or having significant influence over shareholder meetings [1] Group 2: Internal Control and Responsibilities - The company must establish an internal control system to prevent fund occupation and strictly control external guarantee-related debt risks [2] - The financial planning department is responsible for daily management and monitoring of fund occupation, while the audit department oversees compliance and internal control execution [2][5] - The chairman of the board is designated as the primary responsible person for preventing fund occupation [2] Group 3: Procedures for Fund Occupation Prevention - The company must ensure that any transactions with controlling shareholders and related parties do not involve fund occupation [3][4] - Non-operational fund transfers to related parties are strictly prohibited under various conditions, including the provision of funds without real transaction backgrounds [4] - A reporting system must be established to monitor and report any fund occupation incidents [5] Group 4: Accountability and Penalties - The company will take legal action against controlling shareholders and related parties if they occupy funds or harm the interests of the company and its public shareholders [5][6] - Directors and senior management who assist or condone fund occupation will face disciplinary actions, and the board may propose the dismissal of responsible directors [6][7] - The company has the right to pursue legal responsibility against individuals causing losses to investors due to violations of the management approach [6][7]

Core Viewpoint - The company has established a system to prevent the controlling shareholder, actual controller, and other related parties from occupying company funds, aiming to protect the legitimate rights and interests of all shareholders and creditors [1][2]. Group 1: Prevention of Fund Occupation - The system prohibits the controlling shareholder, actual controller, and related parties from occupying company funds through various means, including but not limited to salary advances, loans, and unauthorized financial transactions [1][2]. - The company must ensure that any transactions with the controlling shareholder and related parties comply with relevant regulations and internal decision-making processes [2][3]. Group 2: Responsibilities and Monitoring - The financial director is responsible for monitoring financial processes, checking the status of company funds, and reporting any irregularities to the board of directors [3][4]. - In cases of asset occupation or damage to the company's interests, the board must take protective measures, including legal actions and asset recovery [3][4]. Group 3: Asset Settlement Regulations - If non-cash assets are used to settle occupied funds, they must belong to the same business system and enhance the company's independence [4]. - Independent directors must provide opinions on related party debt settlement plans, and such plans require shareholder approval with related party shareholders abstaining from voting [4][5]. Group 4: Compliance and Enforcement - The company will impose penalties on responsible individuals for violations of this system that result in investor losses, and severe consequences will be pursued for significant damages to state assets [5].

Core Viewpoint - The company has established a system to prevent the controlling shareholder, actual controller, and other related parties from occupying the company's funds, ensuring the integrity and independence of the company's financial operations [1][2][3]. Group 1: General Principles - The system aims to create a long-term mechanism to prevent fund occupation by the controlling shareholder and related parties, based on relevant laws and regulations [1]. - The company's directors and senior management have a legal duty to maintain the safety of the company's funds [1]. Group 2: Prevention Measures - The company must prevent the controlling shareholder and related parties from occupying funds through various means, including related transactions and asset restructuring [2][3]. - Related transactions must be settled promptly to avoid fund occupation [2]. Group 3: Responsibilities of Management - The board of directors and senior management are responsible for maintaining fund safety and must act diligently to prevent fund occupation [4]. - The chairman of the board is the primary responsible person for preventing fund occupation [4]. Group 4: Accountability and Penalties - If the controlling shareholder or actual controller occupies company assets, the board must take effective measures to stop the infringement and seek compensation [5]. - Directors and senior management who assist or condone fund occupation will face disciplinary actions, and serious offenders may be proposed for dismissal [6].

Core Points - The document outlines the measures taken by Jiangsu Leili Electric Motor Co., Ltd. to prevent the misuse of company funds by controlling shareholders and related parties [1][2][4] - The policy is established in accordance with various laws and regulations, including the Company Law of the People's Republic of China and the Shenzhen Stock Exchange rules [1][2] - The document specifies the types of fund occupation, including operational and non-operational fund occupation, and emphasizes the need for strict management of financial transactions with related parties [2][4] Summary by Sections General Principles - The policy applies to financial management between the company and its shareholders, actual controllers, and related parties, including subsidiaries [1][2] - It defines fund occupation as both operational and non-operational, detailing various scenarios that constitute fund occupation [2] Prevention Principles - The company must strictly limit fund occupation in transactions with controlling shareholders and related parties, prohibiting practices such as prepaying expenses or providing loans [2][4] - Specific prohibited actions include requiring the company to cover expenses, repay debts, or provide loans without genuine transactions [2][4] Responsibilities and Measures - The board of directors and senior management are responsible for safeguarding company funds and must report any misuse of funds to the board or audit committee [5][6] - The chairman of the board is designated as the primary responsible person for preventing fund occupation, with the finance director and relevant personnel also held accountable [6][7] Accountability and Penalties - The board must take protective measures against fund occupation and pursue legal action if necessary, holding responsible parties accountable for any losses incurred [9][10] - Any unauthorized approval of fund occupation by directors or senior management is considered a serious violation, leading to potential disciplinary actions [10] Additional Provisions - The policy will take effect after approval by the shareholders' meeting and will be interpreted by the board of directors [11]

Core Viewpoint - The company has established a long-term mechanism to prevent the controlling shareholder, actual controller, and other related parties from occupying its funds, in accordance with relevant laws and regulations [1][2]. Group 1: Definition and Scope - The system applies to the company and its subsidiaries included in the consolidated financial statements, focusing on fund management between the company and its controlling shareholder, actual controller, and other related parties [1]. - Fund occupation includes both operational and non-operational forms, such as operational transactions and non-operational expenses like salaries and debts [2]. Group 2: Prevention Measures - The company must strictly prevent any direct or indirect fund occupation by the controlling shareholder, actual controller, and related parties [4]. - All related transactions must comply with the Shanghai Stock Exchange rules and the company's internal regulations, ensuring timely settlement to avoid abnormal fund occupation [5]. Group 3: Prohibited Actions - The company is prohibited from providing funds for non-operational expenses, lending funds, or issuing commercial acceptance bills without real transaction backgrounds [3][6]. - The controlling shareholder and related parties cannot occupy funds through methods like "periodic occupation" or "small amounts in multiple batches" [4]. Group 4: Responsibilities and Audits - The board of directors is responsible for regularly checking the company's financial status and transactions with related parties, reporting any anomalies immediately [5]. - The internal audit department must conduct audits at least semi-annually and report findings to the audit committee [5]. Group 5: Accountability - Directors and senior management are legally obligated to protect the company's funds and must refuse any illegal requests from the controlling shareholder or related parties [7]. - If fund occupation occurs, the board must initiate recovery procedures and report to regulatory authorities if necessary [7][8]. Group 6: Asset Management - Any idle assets provided to related parties must follow fair principles and require approval and reasonable fees [6]. - Any guarantees provided to related parties must be approved by the shareholders' meeting, with effective counter-guarantees required [6]. Group 7: Legal Consequences - Directors and senior management who assist in fund occupation will face penalties, and the company will pursue legal action against responsible parties for any losses incurred [8][9].

Core Viewpoint - The company establishes a long-term mechanism to prevent the controlling shareholder, actual controller, and other related parties from occupying its funds, ensuring financial independence and compliance with relevant laws and regulations [1][2][3]. Group 1: General Principles - The system aims to prevent fund occupation by defining it as both operational and non-operational fund occupation [1][2]. - The company must maintain independence in assets, personnel, finance, organization, and business from the controlling shareholder and related parties [3]. Group 2: Preventive Measures - The company is required to prevent any direct or indirect fund occupation by the controlling shareholder and related parties through various means [4]. - Specific prohibitions include providing funds for salaries, welfare, or other expenses, and unauthorized loans to the controlling shareholder or related parties [4][5]. Group 3: Responsibilities of the Board and Management - The board of directors and senior management have a legal obligation to safeguard the company's funds and must diligently prevent fund occupation by related parties [6][10]. - A leadership group is established to supervise the prevention of fund occupation, comprising key executives and financial department personnel [6]. Group 4: Accountability and Penalties - Directors and senior management who assist or condone fund occupation will face disciplinary actions, including potential dismissal or legal consequences [10]. - The company will impose administrative and economic penalties on responsible individuals if non-operational fund occupation negatively impacts the company [10].