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关联方资金往来管理
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科思科技: 规范与关联方资金往来的管理制度
Zheng Quan Zhi Xing· 2025-07-01 16:41
Core Viewpoint - The company has established a set of regulations to enhance its corporate governance structure, strengthen fund management, and prevent the misuse of company funds by controlling shareholders, actual controllers, and related parties, thereby protecting the rights and interests of the company, shareholders, and other stakeholders [1][2]. Group 1: Definitions and Scope - The regulations apply to fund management between the company and its controlling shareholders, actual controllers, and related parties, including transactions with subsidiaries included in the company's consolidated financial statements [1]. - "Related parties" are defined according to relevant laws and regulations, including both legal entities and natural persons [1]. - "Fund occupation" includes both operational and non-operational fund occupation [2]. Group 2: Types of Fund Occupation - Operational fund occupation refers to funds occupied through related transactions in procurement and sales [2]. - Non-operational fund occupation includes various forms of financial support provided to controlling shareholders and related parties without genuine transactions, such as paying salaries, benefits, and debts on their behalf [2]. Group 3: Responsibilities and Obligations - The controlling shareholders must exercise their rights in accordance with the law and have a duty of good faith towards the company and public shareholders, avoiding actions that harm the company's interests [2][3]. - The company's board of directors is responsible for preventing fund occupation and must regularly check the company's financial status and transactions with related parties [4][5]. Group 4: Preventive Measures - The company must not provide funds or resources to controlling shareholders and related parties through various means, including prepayments or covering expenses [3][4]. - The board of directors and senior management have a legal obligation to maintain the safety of company funds and must refuse any instructions that could lead to fund occupation [6][7]. Group 5: Accountability and Penalties - If controlling shareholders or actual controllers violate these regulations, they must cease the infringement and bear compensation responsibilities [8][9]. - The board of directors has the obligation to protect company funds from being occupied and may impose penalties on responsible individuals, including potential criminal liability [8][9]. Group 6: Implementation and Effectiveness - The regulations will take effect upon approval by the company's shareholders' meeting and will be interpreted by the board of directors [10].
宏和科技: 宏和科技规范与关联方资金往来的管理制度
Zheng Quan Zhi Xing· 2025-06-27 16:11
Core Viewpoint - The document outlines the management system for fund transactions between Honghe Electronic Materials Technology Co., Ltd. and its related parties, aiming to prevent fund occupation by related parties and protect the rights of the company and its stakeholders [1][2]. Group 1: General Principles - The system is established to regulate fund transactions with controlling shareholders, actual controllers, and other related parties to avoid fund occupation [1]. - The system applies to both the company and its subsidiaries included in the consolidated financial statements [1]. - Fund occupation includes both operational and non-operational fund occupation [2]. Group 2: Prevention Principles and Regulations - The company must prevent related parties from occupying funds and resources, and cannot advance payments for wages, benefits, or other expenses on behalf of related parties [5]. - Related transactions must be settled promptly to avoid abnormal operational fund occupation [6]. - The company is prohibited from providing funds to related parties through various means, including advancing expenses or borrowing funds [7]. Group 3: Payment Procedures - The board of directors and senior management are responsible for maintaining the safety of company funds and assets [10]. - The chairman of the board is the primary responsible person for preventing fund occupation, while the general manager and financial officer have direct responsibilities [11]. - Payments to related parties must follow approved agreements and decision-making procedures [12][13]. Group 4: Accountability and Penalties - Directors and senior management have an obligation to protect company funds from being occupied by related parties, with penalties for those who facilitate such actions [18]. - Funds occupied by related parties should generally be repaid in cash, with strict controls on non-cash repayments [19]. - Non-operational fund occupation that negatively impacts the company will result in administrative and economic penalties for responsible individuals [20].
同仁堂: 北京同仁堂股份有限公司规范与关联方资金往来管理制度
Zheng Quan Zhi Xing· 2025-06-27 16:11
Core Viewpoint - The article outlines the management system for fund transactions between Beijing Tongrentang Co., Ltd. and its controlling shareholders, actual controllers, and other related parties, aiming to prevent fund occupation and protect investors' rights [1][2]. Group 1: Regulations on Fund Transactions - The company establishes a system to regulate fund transactions with controlling shareholders and related parties to prevent fund occupation and ensure compliance with legal requirements [1][2]. - All fund transactions between the company and its controlling shareholders, actual controllers, and related parties are subject to this system [1][2]. - The controlling shareholders and actual controllers have a duty of good faith towards the company and its public shareholders, and must not harm their interests through various means [1][2]. Group 2: Prohibited Actions - The controlling shareholders and related parties are prohibited from occupying company funds in any form, including through temporary occupation or small amounts in multiple batches [3]. - The company must not provide funds directly or indirectly to controlling shareholders or related parties for various expenses or loans without proper justification [2][3]. - Any transactions with controlling shareholders must comply with the company's decision-making procedures and information disclosure obligations [3][4]. Group 3: Financial Oversight and Accountability - The company's financial department must strictly adhere to relevant regulations when handling payments related to controlling shareholders and related parties [4]. - The registered accountants must provide a special report on any fund occupation by controlling shareholders during the annual audit [4]. - The company must conduct self-inspections regarding fund transactions and take corrective actions if any violations are found [4][5]. Group 4: Asset Settlement and Compliance - Funds occupied by controlling shareholders should generally be repaid in cash, with strict controls on non-cash asset settlements [5]. - Any non-cash assets used for repayment must meet specific criteria and undergo evaluation by qualified intermediaries [5]. - The company must ensure that any asset settlement proposals are approved by the shareholders' meeting, with related party shareholders abstaining from voting [5][6]. Group 5: Legal and Regulatory Compliance - If controlling shareholders have occupied company funds or engaged in illegal guarantees before transferring control, they must return the funds and resolve any violations [6]. - Violations of this system by the company or its executives may result in administrative penalties or criminal liability [6]. - The system will be revised as necessary to comply with future legal changes, and the board of directors is responsible for its interpretation [6].
科力装备: 规范与关联方资金往来管理制度
Zheng Quan Zhi Xing· 2025-06-13 08:20
Core Viewpoint - The document outlines the management system for fund transactions between Hebei Keli Automotive Equipment Co., Ltd. and its related parties, aiming to prevent fund occupation by related parties and protect the interests of the company and its stakeholders [2][3][4]. Group 1: Regulations on Fund Transactions - The company establishes a long-term mechanism to prevent fund occupation by related parties based on various legal and regulatory frameworks [2]. - The system applies to fund transactions between subsidiaries included in the company's consolidated financial statements and related parties [2]. - Fund occupation includes both operational and non-operational fund occupation, with operational occupation arising from related transactions and non-operational occupation involving payments for wages, benefits, and other expenses on behalf of related parties [3][4]. Group 2: Guidelines for Fund Transactions - The company must strictly follow approval procedures and disclosure obligations when engaging in operational fund transactions with related parties [5]. - The company is prohibited from providing financial assistance to related parties under the guise of operational fund transactions [6]. - The company must verify the absence of fund occupation before purchasing or bidding for projects or assets from related parties [7]. Group 3: Preventive Measures - The company should minimize related transactions and impose strict limits on fund occupation during operational fund dealings [10]. - The board of directors is responsible for overseeing fund security, with the chairman being the primary person accountable for preventing fund occupation [11]. - The finance department must regularly report on fund transactions with related parties and maintain proper documentation [12]. Group 4: Responsibilities and Penalties - The board has an obligation to protect company funds from being occupied by related parties, and violations by directors or senior management may lead to liability for damages [21][22]. - If related parties violate laws and regulations regarding fund occupation, the company must issue recovery notices and may pursue legal action for compensation [23].