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瑞晟智能: 浙江瑞晟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管理制度
Zheng Quan Zhi Xing· 2025-07-28 16:14
浙江瑞晟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 资金占用管理制度 第一章 总则 第一条 为了进一步加强和规范浙江瑞晟智能科技股份有限公司(包括子公 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》")、《上海证券交易所科创板股票上市规 则》、 第二章 防范资金占用的原则 《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上市公司自律监管指引第1号——规范运作》及《公司 章程》的有关规定,结合公司实际,制定本制度。 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及纳 入公司合并会计报表范围的子公司之间的资金管理。 第三条 本制度所称"关联方",是指根据财政部发布的《企业会计准则第 上海证券交易所所界定的关联方。一方控制、共同控制另一方或对另一方施加重 大影响,以及两方或两方以上同受一方控制、共同控制或重大影响的,构成关联 方。 第四条 ...
江苏新能: 江苏新能防范控股股东、实际控制人及其他关联方资金占用制度(2025年7月25日修订)
Zheng Quan Zhi Xing· 2025-07-25 16:37
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].
平安电工: 防范控股股东、实际控制人及其他关联方占用公司资金的制度
Zheng Quan Zhi Xing· 2025-07-23 16:23
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].
江苏雷利: 防范控股股东及其他关联方资金占用制度(2025年7月)
Zheng Quan Zhi Xing· 2025-07-23 16:14
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]
秦川物联: 防范控股股东、实控人及其他关联方资金占用管理制度(2025年7月)
Zheng Quan Zhi Xing· 2025-07-23 14:18
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].
大连热电: 大连热电股份有限公司防范控股股东及其他关联方资金占用管理制度
Zheng Quan Zhi Xing· 2025-07-23 09:18
大连热电股份有限公司 防范控股股东及其他关联方资金占用管理制度 第一章总则 第一条 为了建立防止控股股东及其他关联方占用大连热电股份有限公司 (以下简称"公司")资金的长效机制,杜绝控股股东及其他关联方违法违 规资金占用行为的发生,根据《中华人民共和国公司法》《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》《上海证券交易所股 票上市规则》《上海证券交易所上市公司自律监管指引第 1 号—主板上市公 司规范运作》等有关法律、法规、规范性文件及《大连热电股份有限公司章 程》(以下简称"公司《章程》")《关联交易管理办法》,特制定本制度。 第二条 本制度所称"关联方"是指根据相关法律、法规、《关联交易管 理办法》所界定的关联方,包括关联法人和关联自然人。 纳入本公司合并会计报表范围的子公司(如有,下同)与公司关联方之 间进行资金往来适用本制度。 第三条 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:指控股股东及其他关联方通过采购、销售、相 互提供劳务等生产经营环节的关联交易产生的资金占用。 (二)非经营性资金占用:指为控股股东及其他关联方垫付工资与福利、 保险、广告等费用和其他 ...
万控智造: 万控智造:防范控股股东、实际控制人及其他关联方资金占用管理制度(2025年7月修订)
Zheng Quan Zhi Xing· 2025-07-09 16:11
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].
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
Core Viewpoint - The company has established a long-term mechanism to prevent the controlling shareholders, actual controllers, and other related parties from occupying its funds, ensuring compliance with relevant laws and regulations [1][2]. Group 1: Mechanism for Preventing Fund Occupation - The company aims to prevent both operational and non-operational fund occupation by controlling shareholders and related parties through strict adherence to regulations and internal decision-making processes [1][2]. - Operational fund occupation includes funds occupied through normal business transactions such as procurement and sales [1]. - Non-operational fund occupation refers to various forms of financial support provided to controlling shareholders and related parties without genuine transactions, including salary advances and debt repayments [2]. Group 2: Responsibilities and Oversight - The board of directors and senior management are responsible for maintaining the safety of the company's funds and must act diligently to prevent fund occupation [13][14]. - The chairman of the board is designated as the primary responsible person for preventing fund occupation and may establish a working group for oversight [5][9]. - The company’s financial and audit departments are tasked with regular checks on fund transactions with controlling shareholders and related parties to prevent non-operational fund occupation [4][6]. Group 3: Reporting and Accountability - The company is required to compile and disclose summaries of fund occupation and related transactions regularly to avoid the "period occupation, end-of-period repayment" phenomenon [12]. - In cases of fund occupation, the company must develop a recovery plan and report to regulatory authorities promptly [10][12]. - The board of directors must take effective measures to stop any infringement by controlling shareholders and seek compensation for losses incurred [6][11]. Group 4: Legal and Disciplinary Actions - Directors and senior management who assist or condone fund occupation will face disciplinary actions, and serious cases may lead to proposals for removal from the board [26][28]. - The company will pursue legal responsibility against individuals causing losses to investors due to violations of fund occupation regulations [12].