防范控股股东及关联方资金占用

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科捷智能: 防范控股股东及其他关联方资金占用制度
Zheng Quan Zhi Xing· 2025-07-15 14:11
Core Points - The company establishes a long-term mechanism to prevent the controlling shareholder and related parties from occupying company funds [1][2] - The company aims to strictly separate its personnel, assets, and finances from those of the controlling shareholder and related parties [2][3] - The board of directors and internal institutions must operate independently and manage operations without interference from the controlling shareholder [2][5] Summary by Sections - **Definition of Fund Occupation**: Fund occupation includes both operational and non-operational fund occupation, with specific examples provided [1] - **Prevention Measures**: The company must implement strict measures to prevent non-operational fund occupation by the controlling shareholder and related parties [1][2] - **Independence of Operations**: The company must maintain independence in personnel, assets, and financial operations, ensuring clear ownership and accountability [2][3] - **Approval Procedures**: Strict approval procedures must be followed for any operational fund transactions with the controlling shareholder, including clear settlement deadlines [2][6] - **Prohibited Actions**: The company is prohibited from providing funds to the controlling shareholder through various means, including loans and guarantees [3][4] - **Responsibilities of Directors**: The board of directors is responsible for safeguarding company funds and assets, with specific duties outlined for the chairman and financial center [5][6] - **Audit and Reporting**: The company must conduct quarterly checks on fund transactions with the controlling shareholder and report findings to the board [6][7] - **Legal Actions**: In cases of fund occupation, the board can take legal action against the controlling shareholder to recover losses [6][7] - **Debt Settlement Conditions**: Conditions for settling debts with non-cash assets must be strictly adhered to, ensuring that such actions do not harm the company's interests [6][7] - **Implementation and Amendments**: The system is established by the board and takes effect after approval by the shareholders' meeting, with provisions for amendments [8]
精工钢构: 精工钢构防范控股股东及关联方资金占用工作制度
Zheng Quan Zhi Xing· 2025-07-11 16:13
Core Viewpoint - The company has established a long-term mechanism to prevent the controlling shareholder and related parties from occupying its funds, ensuring compliance with relevant laws and regulations [2][3][4]. Group 1: General Principles - The purpose of the system is to prevent fund occupation by the controlling shareholder or actual controller and related parties, ensuring the safety of the company's funds [2]. - The company’s directors and senior management have a legal obligation to maintain the safety of the company's funds [2]. Group 2: Fund Occupation by Controlling Shareholders - The company prohibits the controlling shareholder and related parties from occupying company funds through various means, including operational and non-operational fund occupations [3][4]. - The company must not provide funds or resources to the controlling shareholder and related parties through prepayments or other means [3][4]. Group 3: External Guarantees - Any external guarantees provided by the company must be approved by the shareholders' meeting if they exceed certain thresholds, such as 30% of the latest audited total assets [4][5]. - The company must ensure that any guarantees provided to the controlling shareholder or related parties are accompanied by counter-guarantees [8]. Group 4: Responsibilities and Accountability - The board of directors and senior management are responsible for preventing fund occupation and must take effective measures if such situations occur [6][8]. - The company must take legal action against the controlling shareholder and related parties if they refuse to correct any fund occupation [6][8]. Group 5: Asset Settlement - Funds occupied by the controlling shareholder and related parties should ideally be repaid in cash, with strict controls on non-cash asset settlements [7]. - Any asset used for debt settlement must belong to the same business system and must not be unutilized or lack clear book value [7]. Group 6: Penalties and Legal Consequences - Directors and senior management who assist or condone fund occupation will face disciplinary actions, and serious cases may lead to dismissal [8][9]. - The company will pursue legal responsibility for any losses caused to investors due to violations of this system [9].
ST亚联: 防范控股股东及关联方资金占用制度(2025年7月)
Zheng Quan Zhi Xing· 2025-07-11 12:17
Core Viewpoint - The article outlines the measures and regulations established by Jilin Yalian Development Technology Co., Ltd. to prevent the misuse of company funds by controlling shareholders and related parties, ensuring the protection of the company's financial interests and compliance with relevant laws and regulations [1][2][3]. Group 1: General Principles - The purpose of the system is to standardize financial transactions between the company and its controlling shareholders and related parties, establishing a long-term mechanism to prevent fund occupation [1]. - Related parties include natural and legal persons as defined by the listing rules and the company's related transaction management system [1]. - Fund occupation encompasses both operational and non-operational fund occupation, with specific definitions provided for each type [1]. Group 2: Prohibitions and Responsibilities - The controlling shareholders and related parties are prohibited from using their control or relationships to harm the company's interests [2]. - The company must not provide funds directly or indirectly to controlling shareholders and related parties through various means, including covering expenses or lending funds [3][4]. - Company directors and senior management are legally obligated to maintain the safety of company funds [2][4]. Group 3: Preventive Measures - The company must establish a long-term mechanism to prevent non-operational fund occupation by controlling shareholders and related parties [4]. - Regular checks and audits of financial transactions with controlling shareholders and related parties are mandated to ensure compliance [4][5]. - Independent directors are required to review financial transactions and report any irregularities to the board [5]. Group 4: Accountability and Penalties - The board of directors must take effective measures against controlling shareholders and related parties if they infringe upon company assets or harm shareholder interests [5][6]. - Disciplinary actions, including warnings and potential legal consequences, are outlined for directors and senior management who facilitate fund occupation [6][7]. - The company is responsible for reporting any fund occupation incidents to regulatory authorities and must develop a debt recovery plan [5][7].
洲际油气: 洲际油气股份有限公司防范控股股东及关联方占用公司资金管理制度
Zheng Quan Zhi Xing· 2025-07-09 11:13
Core Points - The company has established a management system to prevent the controlling shareholder and related parties from occupying company funds, ensuring the protection of investors' rights [1][2] - The controlling shareholder and actual controller must act in good faith, comply with laws and regulations, and maintain the company's independence [2][4] - A leadership group has been set up to supervise and manage the prevention of fund occupation by the controlling shareholder and related parties [3][4] Summary by Sections General Principles - The system aims to regulate financial transactions between the company and its controlling shareholder, actual controller, and related parties, based on relevant laws and regulations [1] - The controlling shareholder and actual controller are prohibited from infringing on the company's interests in any manner [1] Prevention Principles - The company must not provide funds to the controlling shareholder or related parties through various means, including covering expenses or lending money [1][2] - The controlling shareholder and actual controller must commit to not transferring their shares until all occupied funds are returned [2] Responsibilities and Measures - The company's board of directors and shareholders' meeting are responsible for reviewing and approving related party transactions [2][3] - The company must establish a long-term mechanism to prevent fund occupation by the controlling shareholder and related parties [3] Leadership and Oversight - A leadership group led by the chairman has been established to oversee the prevention of fund occupation [3] - The company must conduct self-inspections regarding any financial transactions with the controlling shareholder and related parties [3][4] Legal Actions and Compensation - 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 [4] - Funds occupied by the controlling shareholder must generally be repaid in cash, with strict controls on non-cash asset repayments [4][5] Payment Procedures - The company must adhere to strict procedures for payments related to transactions with related parties to prevent improper fund occupation [5][6] - The finance department must ensure that all payments are approved by the financial director and the chairman [5][6] Accountability and Penalties - The board may impose penalties on directors and senior management who assist or condone fund occupation by the controlling shareholder [6] - Legal responsibilities will be pursued against individuals in subsidiaries or affiliated companies that violate this system and cause investor losses [6] Miscellaneous - The system will take effect upon approval by the shareholders' meeting [7]
展鹏科技: 展鹏科技股份有限公司防范控股股东、实际控制人及其关联方资金占用管理制度
Zheng Quan Zhi Xing· 2025-07-08 11:14
Core Viewpoint - The company has established a management system to prevent the controlling shareholder, actual controller, and their related parties from occupying company funds, ensuring the protection of the company's and stakeholders' legal rights [1][2]. Group 1: Definitions and Responsibilities - The controlling shareholder is defined as a shareholder holding more than 50% of the company's total shares or having significant influence over shareholder meetings [2]. - The actual controller is defined as a natural person, legal entity, or organization that can actually control the company's actions through investment relationships or agreements [2]. - The company’s board of directors and senior management are legally obligated to maintain the safety of the company's funds [1][8]. Group 2: Prevention Measures - The company must prevent the controlling shareholder, actual controller, and their related parties from occupying funds through various means [7]. - Non-operational fund occupation includes situations where the company pays expenses or provides loans without a legitimate transaction background [1][4]. - The company is prohibited from providing funds directly or indirectly to the controlling shareholder, actual controller, or their related parties [3][4]. Group 3: Transaction Regulations - All related transactions with the controlling shareholder and actual controller must comply with legal regulations and the company's decision-making procedures [10]. - The company must ensure that any operational transactions have a genuine economic contract and adhere to strict approval processes [6][10]. Group 4: Accountability and Penalties - The company will impose economic penalties on directors and senior management who assist or condone the occupation of company assets by the controlling shareholder or actual controller [27][30]. - The board of directors is responsible for establishing a verification system to regularly check the company's financial status and transactions with related parties [8][22]. Group 5: Implementation and Effectiveness - The management system will take effect upon approval by the company's shareholders' meeting [32]. - The board of directors is responsible for interpreting the management system [33].
奥特维: 《无锡奥特维科技股份有限公司防范控股股东、实际控制人及关联方占用公司资金管理制度》
Zheng Quan Zhi Xing· 2025-06-24 18:20
审计委员会检查发现公司控股股东、实际控制人及其他关联方存在资金占用 情况的,应当督促公司董事会立即披露并及时采取追讨措施;公司未及时披露, 或者披露内容与实际情况不符的,相关人员应当立即向上海证券交易所报告。 无锡奥特维科技股份有限公司 防范控股股东、实际控制人及关联方占用公司资金管理制度 第十条 年报审计期间,公司审计委员会应当与年审会计师充分沟通,督促 年审会计师勤勉尽责,对公司是否存在控股股东、实际控制人及其关联方资金占 用情况出具专项说明并如实披露。 第十一条 公司财务负责人应加强对公司财务过程的控制,监控公司与控股 股东、实际控制人及其他关联方之间的交易和资金往来情况。 无锡奥特维科技股份有限公司 防范控股股东、实际控制人及关联方占用公司资金管理制度 无锡奥特维科技股份有限公司 防范控股股东、实际控制人及关联方占用公司资金管理制度 第一章 总则 第一条 为了进一步加强和规范无锡奥特维科技股份有限公司(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》 《中华人民共和国证券法》 《上海 ...
腾亚精工: 防范控股股东及关联方占用公司资金管理制度(2025年6月)
Zheng Quan Zhi Xing· 2025-06-22 08:30
Core Points - The document outlines a management system to prevent the controlling shareholder and related parties from occupying company funds, establishing a long-term mechanism to ensure financial independence [1][2] - The definition of controlling shareholders includes those holding more than 50% of shares or having significant influence over board decisions [1] - The document specifies that fund occupation includes both operational and non-operational fund occupation, detailing various scenarios under which funds may be occupied [2][3] Group 1: Principles of Fund Occupation Prevention - Controlling shareholders and related parties are prohibited from sharing bank accounts with the company or depositing company funds into their controlled accounts [5][6] - Strict limitations are placed on operational fund transactions to prevent fund occupation by controlling shareholders [6][7] - The company must ensure that all related transactions are conducted according to established decision-making procedures [4][5] Group 2: Responsibilities and Measures - The board of directors and senior management have a legal obligation to maintain the safety of company funds [11][12] - A leadership group is established to oversee the prevention of fund occupation, led by the chairman of the board [13] - Internal audit and financial departments are responsible for regular checks to prevent non-operational fund occupation [18][19] Group 3: Accountability and Penalties - Directors and senior management may face disciplinary actions for facilitating or condoning fund occupation by controlling shareholders [24][26] - The company will not generally provide guarantees to controlling shareholders and must carefully manage associated debt risks [25] - Any non-operational fund occupation that negatively impacts the company will result in penalties for responsible parties [26][27]
锴威特: 苏州锴威特半导体股份有限公司防范控股股东、实际控制人及关联方占用公司资金专项制度
Zheng Quan Zhi Xing· 2025-06-20 12:24
第一条 为了加强和规范苏州锴威特半导体股份有限公司(以下简称"公司") 的资金管理,建立防止控股股东、实际控制人及关联方占用公司资金的长效机制, 杜绝控股股东、实际控制人及关联方资金占用行为的发生,保护公司、股东及其 他利益相关人的合法权益,根据《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》等相关法律、法规、规范性文件以及公司章程的有关规定, 制定本制度。 第二条 本制度所称资金占用包括经营性资金占用和非经营性资金占用。 经营性资金占用是指控股股东、实际控制人及其关联方通过采购、销售等生 产经营环节的关联交易产生的资金占用。 (一)要求公司为其垫付、承担工资、福利、保险、广告等费用、成本和其 他支出; 苏州锴威特半导体股份有限公司 防范控股股东、实际控制人及关联方占用公司资金专项制度 第一章 总则 非经营性资金占用是指合并范围内各公司为控股股东、实际控制人及其附属 企业垫付的工资、福利、保险、广告费用和其他支出;代控股股东、实际控制人 及其附属企业偿还债务而支付的资金;有偿或无偿、直接或间接拆借给控股股东、 实际控制人及其附属企业的资金;为控股股东、实际控制人及其附属企业承担担 保责 ...
协鑫集成: 防范控股股东及关联方资金占用专项制度(2025年6月)
Zheng Quan Zhi Xing· 2025-06-20 11:52
协鑫集成科技股份有限公司 防范控股股东及关联方资金占用专项制度 协鑫集成科技股份有限公司 防范控股股东及关联方资金占用专项制度 第一章 总则 协鑫集成科技股份有限公司 防范控股股东及关联方资金占用专项制度 协鑫集成科技股份有限公司 防范控股股东及关联方资金占用 专项制度 二〇二五年六月 第一条 为了进一步加强和规范协鑫集成科技股份有限公司(以下简称"公 司")的资金管理,防止和杜绝控股股东及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》 《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》 《深圳证券交易所股票上市规则》 《深圳证券交 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指引》等相关法律、 法规、规范性文件及《协鑫集成科技股份有限公司章程》 (以下简称"《公司章程》") 的有关规定,并结合公司实际,制定本制度。 第二条 本制度适用于公司控股股东及关联方与公司间的资金管理。 公司之控股子公司的资金往来行为视同公司行为,适用本制度的规定。 第三条 本制度所称资金 ...
盈康生命: 防范控股股东及关联方资金占用管理办法(2025年6月)
Zheng Quan Zhi Xing· 2025-06-20 11:23
Core Viewpoint - The company has established a comprehensive management approach to prevent the controlling shareholder and related parties from occupying its funds, ensuring compliance with relevant laws and regulations [1][2][4]. Group 1: General Principles - The management measures aim to create a long-term mechanism to prevent fund occupation by the controlling shareholder and related parties, in accordance with various legal frameworks [1]. - Fund occupation is categorized into operational and non-operational types, with specific definitions provided for each [1][2]. Group 2: Specific Principles for Prevention - The company must strictly limit the operational fund transactions with the controlling shareholder and related parties, prohibiting the provision of funds through various indirect means [2][3]. - The controlling shareholder and related parties are explicitly prohibited from occupying company funds through various methods, including requesting the company to cover expenses or debts [2][4]. Group 3: Responsibilities and Measures - The company’s board of directors and senior management are responsible for safeguarding the company’s funds and assets, with the chairman being the primary responsible person for preventing fund occupation [4][5]. - The audit department is tasked with monitoring compliance with internal controls and operational activities to ensure proper implementation of these measures [5]. Group 4: Accountability and Penalties - The board of directors can demand compensation from the controlling shareholder if their actions harm the company or other shareholders, and can initiate judicial freezing of shares if necessary [6]. - Any violations leading to fund occupation or improper guarantees will result in administrative and legal consequences for responsible individuals [6].