防范控股股东及关联方资金占用

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华鲁恒升: 华鲁恒升防范控股股东及其他关联方资金占用制度(全文)
Zheng Quan Zhi Xing· 2025-09-05 16:22
Core Viewpoint - The document outlines the measures and principles established by Shandong Hualu Hengsheng Chemical Co., Ltd. to prevent the misuse of company funds by controlling shareholders and related parties, ensuring the protection of investors' rights and interests [1][2]. Group 1: General Principles - The system aims to regulate financial transactions between the company and its controlling shareholders or related parties, establishing a long-term mechanism to prevent fund misuse [1]. - The system applies to the company and its subsidiaries included in the consolidated financial statements [1]. Group 2: Types of Fund Misuse - Fund misuse includes operational fund occupation through related transactions such as procurement and sales, as well as non-operational fund occupation for expenses like wages and advertising [2]. - Non-operational fund occupation also covers direct or indirect loans to related parties without genuine transaction backgrounds [2]. Group 3: Prevention Principles - The company must prevent any direct or indirect occupation of funds, assets, and resources by controlling shareholders and related parties [2]. - Related transactions must comply with relevant regulations and be settled promptly to avoid non-operational fund occupation [2]. Group 4: Responsibilities of Management - The chairman of the board is the primary responsible person for preventing fund occupation, while the general manager and financial officer share secondary responsibilities [3]. - The financial department is tasked with regular inspections of fund transactions with related parties, while the audit department supervises compliance with internal controls [3]. Group 5: Measures for Fund Recovery - In cases of asset occupation by controlling shareholders, the board must take effective measures to stop the infringement and seek compensation [4]. - If fund occupation occurs, the company can apply for judicial freezing of shares held by the controlling shareholder upon approval from independent directors [4]. Group 6: Accountability and Penalties - Directors and senior management who assist or condone fund occupation will face disciplinary actions, and the company can seek compensation for losses incurred [8]. - Violations of the system will result in penalties for responsible individuals, and the company retains the right to pursue legal accountability [8].
美埃科技: 防范控股股东、实际控制人及其关联方资金占用管理制度
Zheng Quan Zhi Xing· 2025-09-03 11:17
Core Viewpoint - The document outlines a management system aimed at preventing the misuse of company funds by controlling shareholders, actual controllers, and their related parties, ensuring the protection of shareholder and investor interests [2][3]. Group 1: General Principles - The system is established to maintain the interests of shareholders and investors, creating a long-term mechanism to prevent fund misuse by controlling shareholders and related parties [2]. - The system applies to financial management between the company and its controlling shareholders, actual controllers, and related parties [2]. Group 2: Prevention Principles - The company must maintain independence in personnel, assets, and finances from controlling shareholders and related parties, ensuring clear ownership of assets [4]. - Any financial transactions with controlling shareholders and related parties must adhere to strict review procedures and disclosure obligations [4][5]. Group 3: Measures for Prevention - The board of directors is responsible for managing the prevention of fund misuse, with specific duties assigned to directors and senior management to ensure fund security [6]. - Independent directors must provide special reports on the status of fund misuse by controlling shareholders and related parties [6]. Group 4: Accountability and Penalties - Violations of the system by controlling shareholders or related parties that harm the company will result in compensation responsibilities and potential legal actions [12][13]. - The board must activate a "freeze upon misuse" mechanism to protect company assets in case of fund misuse [10][13].
亨迪药业: 23-防范控股股东及关联方资金占用的制度
Zheng Quan Zhi Xing· 2025-09-02 09:12
Core Viewpoint - The document outlines the measures and principles established by Hubei Hendi Pharmaceutical Co., Ltd. to prevent the occupation of company funds by controlling shareholders and related parties, ensuring the safety of company assets and compliance with relevant laws and regulations [1][2]. Group 1: General Principles - The purpose of the system is to create a long-term mechanism to prevent the occupation of company funds by controlling shareholders and related parties, in accordance with the Company Law of the People's Republic of China and the company's articles of association [1]. - Company directors, the audit committee, and senior management have the obligation to maintain the safety of company funds [1]. Group 2: Definitions of Fund Occupation - Fund occupation includes both operational and non-operational forms, where operational occupation arises from related transactions in procurement and sales, while non-operational occupation includes payments for wages, benefits, and other expenses on behalf of controlling shareholders [2]. Group 3: Prevention Principles - Controlling shareholders and related parties are prohibited from occupying company funds through various means, including direct or indirect loans [2]. - Related transactions with controlling shareholders must strictly adhere to the company's articles of association and relevant regulations [2]. Group 4: Responsibilities and Measures - The chairman of the company is the primary responsible person for preventing fund occupation, supported by the general manager, financial director, and board secretary [3]. - A leadership group is established for daily supervision and management of fund occupation prevention, consisting of key company executives [3]. Group 5: Monitoring and Reporting - The financial department is responsible for regular inspections and reporting on non-operational fund transactions with controlling shareholders to prevent such occurrences [4]. - Independent directors and the audit committee must review fund transactions with related parties at least quarterly to identify any irregularities [5]. Group 6: Legal and Financial Consequences - If fund occupation occurs, the company board must take protective measures such as litigation and asset freezing to mitigate losses [6]. - Directors and senior management who assist or condone fund occupation will face disciplinary actions, and the company will pursue legal responsibility for any losses incurred by investors [7].
甬金股份: 防范控股股东及关联方占用公司资金管理制度(2025年9月修订)
Zheng Quan Zhi Xing· 2025-09-01 16:18
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 company's, shareholders', and other stakeholders' legal rights [1][2]. Group 1: General Principles - The system applies to the financial management between the controlling shareholder, actual controller, and related parties with the company, as well as between the controlling shareholder and subsidiaries included in the consolidated financial statements [1]. - The company aims to prevent any form of fund occupation by the controlling shareholder and related parties, including but not limited to salary advances, debt repayments, and unauthorized loans [2][3]. Group 2: Preventive Measures - The board of directors is responsible for managing the prevention of fund occupation, with the chairman being the primary responsible person and the finance department being the functional department for implementing preventive measures [4][5]. - Regular checks will be conducted by the audit department and finance department to monitor non-operational fund transactions with the controlling shareholder and related parties [4][5]. Group 3: Accountability and Penalties - If the controlling shareholder or related parties occupy company funds, they will be held liable for compensation, and the board may propose the dismissal of responsible directors [6][7]. - The company will not provide guarantees to the controlling shareholder or related parties, and all directors must carefully manage the risks associated with such guarantees [6][7]. Group 4: Applicability and Implementation - Normal commercial transactions between the company and the controlling shareholder or related parties are not subject to this system, but any indirect fund occupation through extended payment periods is prohibited [8]. - The system will be implemented upon approval by the shareholders' meeting and will be subject to relevant laws and regulations [8].
ST华通: 防范控股股东及关联方占用公司资金制度(2025年8月)
Zheng Quan Zhi Xing· 2025-08-29 18:21
Core Viewpoint - The document outlines the measures taken by Zhejiang Century Huatong Group Co., Ltd. to prevent the controlling shareholder and related parties from occupying company funds, ensuring the protection of all shareholders' interests [1][2]. Group 1: General Principles - The company establishes a system to prevent fund occupation by the controlling shareholder, actual controller, and related parties, based on relevant laws and regulations [1]. - Fund occupation includes both operational and non-operational forms, such as payments for wages, benefits, and other expenses on behalf of the controlling shareholder [1]. Group 2: Prevention Principles - The company will strictly limit fund occupation during operational transactions with the controlling shareholder and related parties [2]. - The controlling shareholder and related parties are prohibited from various forms of fund occupation, including requiring the company to pay their expenses or debts [2]. Group 3: Regulatory Measures - The company must prevent non-operational fund occupation and establish a long-term mechanism to safeguard funds [3]. - The board of directors is responsible for approving transactions with the controlling shareholder and related parties, with significant transactions requiring shareholder meeting approval [3]. Group 4: Accountability and Penalties - The board must take effective measures against the controlling shareholder if they infringe on company assets or harm shareholder interests, including reporting to regulatory authorities [4]. - Individuals who assist or condone fund occupation by the controlling shareholder may face disciplinary actions or legal consequences [4]. Group 5: Implementation and Amendments - The system will take effect upon approval by the shareholders' meeting and will be amended as necessary [5]. - Any inconsistencies with future laws or regulations will be governed by the latter [5].
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)
Zheng Quan Zhi Xing· 2025-08-29 18:14
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].
敏芯股份: 苏州敏芯微电子技术股份有限公司防范控股股东、实际控制人及关联方资金占用管理制度
Zheng Quan Zhi Xing· 2025-08-29 17:03
Core Viewpoint - The company has established a management system to prevent the controlling shareholder, actual controller, and related parties from occupying company funds, ensuring the protection of the company's and shareholders' legal rights [1][2]. Group 1: Definition and Scope - The management system applies to the company and its subsidiaries included in the consolidated financial statements [1]. - "Fund occupation" includes both operational and non-operational forms, such as funds occupied through related transactions and funds provided without proper compensation [2][3]. Group 2: Responsibilities and Prohibitions - The board of directors and senior management are legally obligated to maintain the safety of company funds, and controlling shareholders and actual controllers must not harm the company's interests through fund occupation [2][3]. - Specific prohibitions are outlined, including the company not providing funds for salaries, debts, or other expenses of the controlling shareholder or related parties [4][5]. Group 3: Preventive Measures - The company must conduct self-inspections regarding fund transactions and external guarantees with controlling shareholders and related parties, and rectify any violations promptly [11]. - The audit committee is responsible for guiding internal audits and ensuring that any fund occupation is disclosed immediately [6][7]. Group 4: Transaction Procedures - Payments related to transactions with controlling shareholders and related parties must adhere to established decision-making processes and financial discipline [8][9]. - The company must ensure that any related transactions are conducted transparently and in accordance with governance standards [8][9]. Group 5: Accountability and Enforcement - The board of directors is responsible for taking effective measures against any asset infringement by controlling shareholders and related parties, including legal actions if necessary [10][11]. - The company must establish a clear plan for recovering occupied funds and report to regulatory authorities as required [10][11].
塞力医疗: 防范控股股东、实际控制人及关联方资金占用管理办法(2025年8月)
Zheng Quan Zhi Xing· 2025-08-29 16:51
Core Viewpoint - The company has established a management approach to prevent the controlling shareholder, actual controller, and related parties from occupying company funds, aiming to protect investors' interests and ensure compliance with relevant laws and regulations [1][2]. Group 1: General Principles - The management approach is designed to regulate financial transactions between the company and its controlling shareholder, actual controller, and related parties, establishing a long-term mechanism to prevent fund occupation [1]. - The terms "controlling shareholder," "actual controller," and "related parties" are defined in accordance with existing laws and regulations [1]. Group 2: Definitions and Types of Fund Occupation - Fund occupation includes both operational and non-operational fund occupation, with operational occupation arising from related transactions in procurement and sales, while non-operational occupation includes various forms of financial support without a legitimate business basis [2][3]. Group 3: Regulations on Financial Transactions - The company must ensure that any operational financial transactions with controlling shareholders and related parties are backed by genuine economic contracts [3]. - The company is prohibited from providing funds to controlling shareholders and related parties through various means, including covering expenses or providing loans without proper justification [3][4]. Group 4: Management Responsibilities and Measures - The company has established a leadership group to oversee the prevention of fund occupation, with the chairman being the primary responsible person [6][7]. - The finance department is tasked with implementing measures to prevent fund occupation and must regularly report on transactions with related parties [7][8]. Group 5: Accountability and Penalties - Directors and senior management who facilitate or condone fund occupation will face disciplinary actions, and serious cases may lead to criminal prosecution [10][11]. - The company has the right to seek compensation for losses caused by fund occupation and will impose penalties on responsible individuals [10][11].
光峰科技: 防范控股股东及关联方占用公司资金制度(2025年8月)
Zheng Quan Zhi Xing· 2025-08-29 14:19
Core Points - The document outlines a system to prevent the controlling shareholder and related parties from occupying the funds of Shenzhen Guangfeng Technology Co., Ltd. [1] - The system is established in accordance with relevant laws and regulations, including the Company Law of the People's Republic of China and the listing rules of the Shanghai Stock Exchange [1][2] - The document specifies the definitions of "controlling shareholder," "actual controller," "related party," and "related transactions" [1] Group 1: General Provisions - The system applies to the company and its subsidiaries in relation to fund transactions with controlling shareholders, actual controllers, and other related parties [1] - It prohibits the controlling shareholder and related parties from occupying company funds through various means, including requiring the company to pay their expenses or debts [1][2] Group 2: Measures to Prevent Fund Occupation - The company's board of directors is responsible for establishing a verification system to regularly check the company's monetary funds and transactions with controlling shareholders and related parties [3] - The audit committee is tasked with guiding internal audits and may hire external agencies for professional opinions [3] Group 3: Accountability and Penalties - The company will impose penalties on directors and senior management who assist or condone the occupation of company assets by controlling shareholders and related parties [4] - Funds occupied by controlling shareholders and related parties should generally be repaid in cash, with strict controls on non-cash asset repayments [4][5]
上海雅仕: 防范控股股东、实际控制人及其关联方资金占用管理办法(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-27 16:12
Core Viewpoint - The document outlines the management measures to prevent the controlling shareholder, actual controller, and related parties from occupying the funds of Shanghai Yashi Investment Development Co., Ltd, aiming to protect the interests of the company and its shareholders [1][2]. Group 1: General Principles - The measures are established to strengthen and standardize the company's fund management, preventing fund occupation by controlling shareholders and related parties [1]. - The provisions apply to fund transactions between the company and its controlling shareholders, actual controllers, and related parties, including subsidiaries [1][2]. Group 2: Definition of Fund Occupation - Fund occupation includes both operational and non-operational fund occupation [2]. - Operational fund occupation arises from related transactions in production and operation, while non-operational fund occupation involves payments for wages, benefits, and other expenses on behalf of the controlling shareholders or related parties [2][3]. Group 3: Prevention Principles - The company must not allow fund occupation through various means, including paying expenses for controlling shareholders or lending funds without proper transactions [3][4]. - The controlling shareholders and related parties are prohibited from occupying company funds through any form of related transactions or asset restructuring [4]. Group 4: Preventive Measures - The board of directors is responsible for managing the prevention of fund occupation, and all relevant personnel must monitor fund flows strictly [5][6]. - A leadership group is established to oversee the prevention measures, consisting of the chairman, general manager, and financial officer [5]. Group 5: Responsibilities and Accountability - Violations of the measures by controlling shareholders or related parties will result in compensation responsibilities, and relevant personnel may face disciplinary actions [10][11]. - The board will implement mechanisms to freeze shares held by those who occupy company funds, ensuring accountability [19][20]. Group 6: Implementation and Amendments - The measures will take effect upon approval by the board and will replace previous regulations on fund occupation [12].