防范关联方资金占用

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爱迪特: 防范控股股东、实际控制人及其他关联方资金占用制度
Zheng Quan Zhi Xing· 2025-07-02 16:25
Core Points - The company establishes a long-term mechanism to prevent the controlling shareholders, actual controllers, and other related parties from occupying its funds [1][2] - The company defines the terms "controlling shareholder," "actual controller," and "related party" according to relevant laws and regulations [1][2] - The company outlines the types of fund occupation, including operational and non-operational fund occupation [2][3] Prevention Principles - The company must prevent controlling shareholders, actual controllers, and related parties from occupying its funds and resources through various means [2][3] - The company is prohibited from providing funds directly or indirectly to controlling shareholders and related parties through various methods, including loans and guarantees without real transaction backgrounds [3][4] Responsibilities and Measures - The company’s board of directors and financial department are responsible for regularly checking the fund transactions with controlling shareholders and related parties to prevent non-operational fund occupation [4][5] - A leadership group is established to supervise the prevention of fund occupation, led by the chairman of the board [5][6] Accountability and Penalties - The company will impose administrative and economic penalties on directors and senior management who assist or condone the occupation of company assets by controlling shareholders and related parties [6][7] - The company will not generally provide guarantees to controlling shareholders and related parties, and all directors must carefully manage the associated debt risks [7][8]
福莱新材: 防范控股股东、实际控制人及其他关联方占用资金制度
Zheng Quan Zhi Xing· 2025-07-01 16:30
Core Viewpoint - The company has established a comprehensive internal control system to prevent the misuse of funds by controlling shareholders and related parties, ensuring compliance with relevant laws and regulations [1][2][3] Group 1: Internal Control and Regulations - The internal control system aims to regulate related transactions and prevent fund occupation by controlling shareholders and related parties [1] - The definition of fund occupation includes both operational and non-operational forms, such as payments for wages, benefits, and other expenses on behalf of controlling shareholders [2] - The regulations are legally binding for the company, shareholders, directors, and senior management [2][3] Group 2: Responsibilities and Oversight - The board of directors and senior management are responsible for safeguarding the company's funds and assets [3] - The chairman of the board is designated as the primary responsible person for preventing fund occupation [3] - The audit committee of the board is tasked with daily supervision of fund occupation behaviors [3][4] Group 3: Transaction Regulations - All related transactions with controlling shareholders must comply with the Shanghai Stock Exchange's regulations [4] - The company is prohibited from providing funds directly or indirectly to controlling shareholders for non-business purposes [4][5] - Any guarantees provided to controlling shareholders must be approved by the shareholders' meeting, with related shareholders abstaining from voting [6] Group 4: Monitoring and Reporting - The finance department is required to conduct regular checks on fund transactions involving controlling shareholders and report findings to the audit department [7] - In cases of fund occupation, the company must prioritize cash repayment and may explore financial innovations under legal conditions [8] - The company must establish a reporting system for monitoring fund occupation and related transactions, with quarterly and monthly checks [10] Group 5: Accountability and Penalties - Directors and senior management who violate regulations regarding fund occupation may face legal action initiated by shareholders [9] - The board will impose penalties on those who assist or condone fund occupation by controlling shareholders [9] - The company will pursue legal responsibility for any losses incurred by investors due to violations of these regulations [9][10]
建龙微纳: 防范控股股东、实际控制人及其他关联方资金占用制度(2025年6月)
Zheng Quan Zhi Xing· 2025-06-17 11:25
洛阳建龙微纳新材料股份有限公司 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 第一章 总则 第一条 为了建立防止控股股东、实际控制人及其他关联方占用洛阳建龙微纳 新材料股份有限公司(以下简称"公司")资金的长效机制,杜绝控股股东、实际 控制人及其他关联方资金占用行为的发生,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》)、《上市 公司监管指引第8号——上市公司资金往来、对外担保的监管要求》《上海证券交 易所科创板股票上市规则》(以下简称《股票上市规则》)等法律、法规及规范性 文件以及《洛阳建龙微纳新材料股份有限公司章程》(以下简称《公司章程》)的有 关规定,并结合本公司的实际情况,特制定本制度。 第二条 公司董事和高级管理人员有维护公司资金安全的义务。 第三条 公司和下属公司与控股股东、实际控制人及其他关联方发生的经营性 资金往来,包括正常的关联交易产生的资金往来,应当严格按照《股票上市规则》、 《公司章程》和公司有关关联交易决策管理制度进行决策和实施。 第四条 本制度所称资金占用包括但不限于以下方式: (一)经营性资金占用:指控股股东、实际控制人及 ...
景业智能: 杭州景业智能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资金占用制度(2025年6月)
Zheng Quan Zhi Xing· 2025-06-03 14:16
Core Points - The article establishes a long-term mechanism to prevent the occupation of funds by controlling shareholders, actual controllers, and other related parties of Hangzhou Jingye Intelligent Technology Co., Ltd [1][2] - The policy applies to fund management between the company and its controlling shareholders, actual controllers, and related parties, including subsidiaries [1] - Various forms of fund occupation are defined, including operational and non-operational fund occupation [2] Group 1: Principles of Prevention - Controlling shareholders, actual controllers, and related parties are prohibited from occupying company funds during operational transactions [4] - The company must implement timely settlement of related transactions to avoid abnormal operational fund occupation [5] - Specific methods of fund occupation that are not allowed include requiring the company to pay expenses, repay debts, or provide loans without proper transaction backgrounds [6][7] Group 2: Responsibilities and Measures - The 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 [5] - The audit committee must guide internal audits and can hire external agencies for professional opinions if necessary [5] - Financial managers must ensure the company's financial independence and report any fund occupation or resource transfer attempts [6] Group 3: Accountability and Penalties - The board must take protective measures against losses caused by fund occupation and hold responsible parties accountable [6][7] - Directors and senior management who assist or condone fund occupation will face disciplinary actions [7] - The company will pursue legal responsibilities for any losses incurred by investors due to violations of this policy [7]
亚香股份: 防范控股股东、实际控制人及其他关联方资金占用制度
Zheng Quan Zhi Xing· 2025-05-27 12:23
Core Points - The company establishes a long-term mechanism to prevent the controlling shareholder, actual controller, and other related parties from occupying company funds [1][3] - The system defines two types of fund occupation: operational fund occupation and non-operational fund occupation [2][3] - The company emphasizes the obligation of the controlling shareholder and actual controller to act in good faith and not harm the interests of the company and its shareholders [3][5] Summary by Sections - **Definition of Fund Occupation**: Operational fund occupation refers to fund occupation arising from related transactions in production and operation, while non-operational fund occupation includes payments for wages, benefits, and other expenses on behalf of the controlling shareholder or actual controller [2] - **Scope of Application**: The system applies to subsidiaries included in the company's consolidated financial statements, ensuring that fund transactions between the controlling shareholder, actual controller, and subsidiaries adhere to this system [3][4] - **Prohibition of Fund Provision**: The company is prohibited from providing funds directly or indirectly to the controlling shareholder or actual controller for various expenses, including wages and debt repayment [5][6] - **Decision-Making Process**: All related transactions must be conducted according to the company's articles of association and related management systems, with strict decision-making processes in place [4][6] - **Audit and Oversight**: The company’s board of directors, audit committee, and financial departments are responsible for regular checks on fund transactions to prevent non-operational fund occupation [4][5] - **Legal Measures**: In cases of asset infringement by the controlling shareholder or actual controller, the board can take legal action, including freezing shares to recover occupied assets [6][7] - **Responsibilities of Management**: Company directors and senior management are obligated to protect company funds from being occupied by the controlling shareholder and must face consequences for negligence [6][8] - **Regulatory Compliance**: The system will be executed in accordance with national laws and regulations, and any amendments must be approved by the shareholders' meeting [8]
乐心医疗: 防范控股股东、实际控制人及其他关联方资金占用的管理制度(2025年05月)
Zheng Quan Zhi Xing· 2025-05-23 10:54
Core Points - The article outlines a management system to prevent the occupation of funds by controlling shareholders, actual controllers, and other related parties in Guangdong Leshi Medical Electronics Co., Ltd [1][2] - The system aims to establish a long-term mechanism to safeguard the company's funds and assets, ensuring compliance with relevant laws and regulations [1][5] Group 1: Principles of Fund Occupation Prevention - The system defines fund occupation as both operational and non-operational, with operational occupation arising from related transactions and non-operational occupation involving payments for wages, benefits, and other expenses on behalf of controlling shareholders [2][3] - Controlling shareholders and related parties are prohibited from using various methods to occupy company funds, including requiring the company to pay their expenses or debts [3][4] Group 2: Responsibilities and Measures - The company is responsible for preventing fund occupation and must strictly control debt risks arising from external guarantees, adhering to review procedures and information disclosure obligations [5][6] - The chairman of the company is designated as the primary responsible person for preventing fund occupation, with the board of directors and general manager overseeing related transactions [6][7] Group 3: Legal and Financial Accountability - In cases of fund occupation, the company must develop a recovery plan and report to regulatory authorities to protect the rights of the company and minority shareholders [6][9] - The board of directors is empowered to take protective measures, including litigation and asset freezing, to mitigate losses from fund occupation by controlling shareholders [7][8]