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双林股份: 关联方资金往来及对外担保管理办法(2025年9月)
Zheng Quan Zhi Xing· 2025-09-05 12:19
Group 1 - The company has established a management approach for transactions with related parties and external guarantees to comply with relevant laws and regulations [1][12] - The company prohibits the controlling shareholder and other related parties from requesting the company to advance wages, benefits, insurance, and other expenses [1][2] - The company must not provide funds directly or indirectly to controlling shareholders and related parties through loans or other means [1][2] Group 2 - The external guarantee system aims to protect the safety and integrity of assets, ensure operational stability, and maintain financial discipline [1][2] - The company must separate duties in guarantee operations to prevent conflicts of interest and ensure proper approval processes [2][3] - Guarantees must be approved by the board of directors or shareholders' meeting before any contract is signed [4][5] Group 3 - The company must establish written contracts for guarantees and maintain proper documentation [5][6] - Guarantees exceeding 10% of the latest audited net assets require board and shareholder approval [6][7] - The company must analyze the credit status and financial conditions of the guaranteed entities before providing guarantees [12][8] Group 4 - The company must require counter-guarantees from entities receiving guarantees, ensuring they have the capacity to fulfill obligations [10][11] - The company must follow internal audit procedures to verify the handling and recording of guarantee operations [10][11] - Any violations of the external guarantee management system will result in accountability for responsible individuals [11][12]
星宸科技: 规范与关联方资金往来管理制度(2025年9月)
Zheng Quan Zhi Xing· 2025-09-04 11:14
星宸科技股份有限公司 规范与关联方资金往来管理制度 ")、 《深圳证券交易所创业板股票上市规则》 (以下简称"《上市规则》 ")、 《企业会计准则第 36 号-关联方披露》 《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》等法律、法规以及 规范性文件和《星宸科技股份有限公司章程》(以下简称"公司章程")等有关规 定,制定本制度。 第二条 本制度适用于公司关联方与公司间的资金管理。公司关联方与纳入 公司合并会计报表范围的子公司之间的资金往来适用本制度。本制度所称"关联 方" 第一章 总则 第一条 为规范星宸科技股份有限公司(以下简称"公司")的资金管理,防 止关联方占用公司资金行为的发生,维护公司和股东的利益,根据《中华人民共 和国公司法》(以下简称" 《公司法》 ,是指根据财政部发布的《企业会计准则第 36 号-关联方披露》 、《上市规则》 以及公司《关联交易管理制度》所界定的关联方。 第三条 本制度所称"占用公司资金" (以下称"资金占用") ,包括经营性资 金占用和非经营性资金占用两种情况。经营性资金占用,是指公司关联方通过采 购、销售等经营环节的关联交易所产生的资金占用。非经营性 ...
华光新材: 华光新材关联方资金往来管理办法
Zheng Quan Zhi Xing· 2025-08-29 18:22
Core Viewpoint - The document outlines the management measures for fund transactions between Hangzhou Huaguang Welding New Materials Co., Ltd. and its controlling shareholders, actual controllers, and other related parties, emphasizing the need for strict compliance with laws and regulations to protect the company's interests and assets [1][2]. Group 1: General Principles - The company aims to strengthen and standardize fund transactions with controlling shareholders and related parties to prevent any form of interest infringement [1]. - The definition of controlling shareholders and actual controllers is provided, emphasizing their significant influence over company decisions [1][2]. Group 2: Principles of Fund Transactions - The company must adhere to strict review procedures and information disclosure obligations when engaging in operational fund transactions with related parties [2]. - Specific prohibitions are outlined regarding the provision of funds to controlling shareholders and related parties, including covering expenses, lending funds, and issuing commercial bills without real transaction backgrounds [2][3]. Group 3: Management Measures and Rectification Requirements - The finance department is responsible for daily monitoring of fund transactions to prevent misuse by controlling shareholders and related parties [3]. - The audit department is tasked with regular checks on the company's financial status and transactions with related parties, reporting any anomalies to the audit committee [4]. Group 4: Accountability and Penalties - Controlling shareholders and related parties found to be in violation of the regulations must promptly rectify the situation and may face compensation responsibilities for any losses incurred [7]. - The board of directors may propose the dismissal of responsible directors and senior management if they facilitate or condone the infringement of company interests [7][8].
佰仁医疗: 佰仁医疗规范与关联方资金往来管理制度(2025年8月)
Zheng Quan Zhi Xing· 2025-08-27 14:02
Core Viewpoint - The document outlines the management system for fund transactions between Beijing Bairen Medical Technology Co., Ltd. and its related parties, aiming to prevent fund occupation 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 the company and its subsidiaries included in the consolidated financial statements [2]. - Related party transactions are defined according to the regulations of the listing rules [1]. Group 2: Prevention of Fund Occupation - The company prohibits various forms of fund occupation by related parties, including operational and non-operational fund occupations [2][3]. - Company directors and senior management are legally obligated to ensure the safety of company funds [3]. - Strict measures are in place to prevent non-operational fund occupation, including regular audits and reporting mechanisms [4][5]. Group 3: Transaction Procedures - All related party transactions must adhere to the decision-making procedures outlined in the listing rules and the company's internal regulations [3][4]. - Financial departments must review and approve payment requests related to transactions with related parties [8][9]. Group 4: Accountability and Penalties - Directors and senior management may face administrative penalties and civil liabilities for violations of the fund management system [10][11]. - The company is required to take legal action against related parties that occupy company funds and cause losses [10][11]. Group 5: Miscellaneous Provisions - The system will be effective upon approval by the company's shareholders and will be interpreted by the board of directors [11].
英科再生: 英科再生资源股份有限公司规范与关联方资金往来管理制度
Zheng Quan Zhi Xing· 2025-08-26 11:21
Core Viewpoint - The company establishes a management system to regulate financial transactions with related parties, aiming to prevent fund occupation and protect the rights of the company and its shareholders [1][2]. Group 1: Regulations on Financial Transactions - The system applies to financial transactions between the company and its subsidiaries with related parties, defining related parties and transactions according to relevant regulations [1][2]. - The company prohibits various forms of fund occupation, including operational and non-operational fund occupations, to safeguard its interests [2][3]. - The controlling shareholders and actual controllers are prohibited from harming the company's interests through their relationships, and they must act in good faith towards the company and its public shareholders [2][3]. Group 2: Prevention Principles and Norms - The company must maintain independence in assets, personnel, finance, and operations from related parties, ensuring separate accounting and responsibility [3][4]. - The company is not allowed to provide funds to related parties through various means, including paying wages or debts on behalf of related parties [4][5]. - Any funds occupied by related parties should ideally be repaid in cash, with potential exploration of financial innovations under legal conditions [5][6]. Group 3: Payment Procedures - The board of directors is responsible for overseeing financial transactions with related parties, with the chairman being the primary responsible person [6][7]. - The financial department is tasked with daily management and monitoring of transactions to prevent non-operational fund occupation [7][8]. - Payments to related parties must adhere to established procedures, requiring approval from the financial director and general manager [8][9]. Group 4: Audit and Record Management - The financial department must maintain detailed records of transactions with related parties and conduct regular checks to ensure compliance [9][10]. - The board of directors is responsible for periodically reviewing transactions to identify any potential fund occupation or asset transfer that could harm the company [10][11]. Group 5: Accountability and Penalties - Violations of the regulations by directors, senior management, or financial personnel may result in disciplinary actions, including financial penalties and legal consequences [10][11]. - The company is obligated to issue reminders for fund recovery and seek compensation through legal means if related parties occupy funds unlawfully [11].
福瑞达: 鲁商福瑞达医药股份有限公司关联方资金往来管理制度
Zheng Quan Zhi Xing· 2025-08-21 13:13
Core Points - The document establishes a long-term mechanism to prevent major shareholders and related parties from occupying company funds and regulates financial transactions between the company and related parties [1][2] - The board of directors and senior management are obligated to ensure the safety of company funds and regulate financial transactions with related parties [1][2] Group 1: General Provisions - The provisions apply to the company and its wholly-owned and controlling subsidiaries regarding financial transactions with related parties [2] - The definition of fund occupation includes both operational and non-operational fund occupation [1][2] Group 2: Measures to Regulate Related Fund Transactions - The board of directors must review and approve the transaction amounts between the company and related parties, and take effective measures to stop any fund occupation [2][3] - Strict adherence to contract terms is required for operational fund transactions to avoid fund occupation [2][3] - The company is prohibited from providing funds to related parties in various specified ways, including covering expenses or lending funds without proper transaction backgrounds [2][3][4] Group 3: Responsibilities and Accountability - The board of directors must take immediate action to recover occupied funds and interest in cases of non-operational fund occupation [3][4] - Borrowing amounts over 3 million yuan that exceed 0.5% of the latest audited net assets requires board approval and disclosure [3][4] - The chairman of the board is the primary responsible person for preventing fund occupation and managing recovery efforts [4][5] Group 4: Accountability and Penalties - Directors and senior management who assist or condone fund occupation may face disciplinary actions, including potential dismissal [6] - In cases of violations, the company can impose administrative and economic penalties and may pursue legal responsibility against relevant individuals [6]
金花股份: 金花企业(集团)股份有限公司关联方资金往来和对外担保管理办法(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-21 10:20
Core Viewpoint - The company has established a comprehensive management approach for related party fund transactions and external guarantees to mitigate risks and protect investors' rights [2][3]. Group 1: General Provisions - The management measures aim to regulate fund transactions with controlling shareholders and related parties, ensuring compliance with relevant laws and protecting investor interests [2]. - The measures apply to the company's wholly-owned subsidiaries, controlling subsidiaries, and companies under actual control [2]. - The board of directors and management are responsible for preventing fund occupation by controlling shareholders and ensuring strict adherence to review and disclosure procedures for related transactions [2][3]. Group 2: Related Party Fund Transactions - The company prohibits the occupation of funds by controlling shareholders and related parties during operational fund transactions [3]. - Specific prohibited actions include providing funds for salaries, loans, or other expenses to related parties without a legitimate business background [3]. - The company’s financial department must ensure compliance with transaction agreements and manage fund approvals rigorously [5]. Group 3: External Guarantees - External guarantees are defined as the company providing guarantees for others, including subsidiaries, and must be approved by the board or shareholders [6][7]. - Guarantees can only be provided to independent legal entities that meet specific criteria, such as subsidiaries or companies with significant business relationships [6][7]. - The company must require sufficient counter-guarantees unless the guarantee is for a wholly-owned subsidiary [6]. Group 4: Risk Prevention and Rectification - The company must conduct self-inspections regarding fund occupations and rectify any identified issues promptly [10][11]. - If funds are occupied by controlling shareholders, they should be repaid in cash, and any non-cash assets used for repayment must comply with specific regulations [11]. - The company must take corrective actions for any violations in guarantee contracts, including potential termination or replacement of guarantees [12]. Group 5: Accountability Mechanism - The board may impose penalties on directors and senior management for negligence in managing related party transactions that lead to asset occupation [35]. - The company reserves the right to pursue legal action against responsible parties for any losses incurred due to violations by controlling shareholders and related parties [36].
引力传媒: 引力传媒股份有限公司关联方资金往来管理制度(2025年修订)
Zheng Quan Zhi Xing· 2025-08-18 12:12
Core Points - The document outlines the fund management system of InGravity Media Co., Ltd. to prevent the misuse of company funds by controlling shareholders and related parties [1][2] - The system is designed to protect the legal rights of the company, shareholders, and other stakeholders in accordance with relevant laws and regulations [1][2] Group 1: General Provisions - The fund management system applies to transactions between the controlling shareholders, related parties, and the company, including subsidiaries within the consolidated financial statements [1] - "Related parties" are defined according to relevant laws and regulations, including both legal entities and individuals [1] - The document distinguishes between operational fund occupation and non-operational fund occupation [2] Group 2: Fund Transaction Matters and Regulations - The company must strictly prevent fund occupation during operational transactions with controlling shareholders and related parties [2][3] - Specific prohibited actions include lending funds, providing loans through financial institutions, and issuing commercial acceptance bills without real transaction backgrounds [2][3] Group 3: Preventive Measures Against Fund Occupation - The board of directors is responsible for managing and preventing fund occupation by controlling shareholders and related parties [3][4] - The chairman of the board is the primary responsible person for preventing fund occupation, while the finance department must regularly check for non-operational fund transactions [3][4] Group 4: Accountability and Penalties - Controlling shareholders and actual controllers who violate the system and cause losses must bear compensation responsibilities [5][6] - The board of directors must initiate a "freeze upon occupation" mechanism immediately upon discovering asset occupation by controlling shareholders [5][6] Group 5: Miscellaneous Provisions - The terms used in the document align with those in the company's articles of association unless otherwise specified [7] - The document is subject to approval by the shareholders' meeting and can be interpreted and revised by the board of directors [7]
德冠新材: 规范与关联方资金往来管理制度
Zheng Quan Zhi Xing· 2025-08-15 16:24
Core Viewpoint - The company establishes a system to regulate financial transactions with related parties to prevent fund occupation and protect the rights of the company and its stakeholders [1][2]. Group 1: Definition and Scope - The system applies to financial management between the company and its controlling shareholders, actual controllers, and other related parties [1]. - Fund occupation includes both operational and non-operational fund occupation [2]. Group 2: Principles for Prevention - The company must prevent related parties from occupying its funds, assets, and resources [5]. - Independence in personnel, assets, and finances between the company and related parties is required [6]. - The board of directors and internal institutions must operate independently and manage operations without interference from related parties [7]. Group 3: Management Responsibilities and Measures - The board of directors, senior management, and subsidiary directors are responsible for safeguarding the company's funds and assets [12]. - The chairman of the board is the primary responsible person for preventing fund occupation, while the president oversees direct responsibilities [13]. - The internal audit department must regularly review financial transactions with related parties and report any anomalies to the board [16]. Group 4: Accountability and Penalties - Directors and senior management who violate the system and cause losses to the company will face penalties and civil liability [23]. - The company must issue reminders for fund recovery and seek compensation through legal means if losses occur due to fund occupation by related parties [27]. Group 5: Miscellaneous Provisions - The system will be implemented in accordance with national laws and regulations, and any inconsistencies will defer to those laws [28]. - The board of directors is responsible for the formulation, modification, and interpretation of this system [29].
科陆电子: 规范与关联方资金往来管理制度(2025年8月)
Zheng Quan Zhi Xing· 2025-08-14 13:12
Core Viewpoint - The document outlines the management system for fund transactions between Shenzhen Kelu Electronics Technology Co., Ltd. and its controlling shareholders, actual controllers, and other related parties, aiming to prevent fund occupation and protect the interests of the company and its stakeholders [1][2]. Group 1: General Principles - The system is established to regulate fund transactions and prevent the occupation of company funds by controlling shareholders and related parties [1]. - The system applies to the company and its subsidiaries included in the consolidated financial statements [1]. - Controlling shareholders and related parties are prohibited from harming the company's interests through their relationships [1]. Group 2: Fund Transaction Matters - Transactions with controlling shareholders and related parties must comply with national laws and the company's regulations [3]. - Fund transactions should be based on genuine transactions as specified in the regulations [3]. - Company departments and personnel are restricted from providing funds to controlling shareholders and related parties in various ways, including without proper consideration [3][4]. Group 3: Payment Procedures - Payments related to transactions with controlling shareholders and related parties require prior approval from the financial director and the president [5][6]. - The finance department must ensure compliance with the company's regulations and financial discipline during payment processes [5]. Group 4: Audit and Record Management - The appointed auditors must provide a special report on any fund occupation by controlling shareholders and related parties during the annual audit [6]. - The finance department is responsible for accurately accounting for and documenting fund transactions with related parties [6]. Group 5: Accountability and Penalties - The company will issue reminders and seek compensation for any losses caused by violations of the fund occupation regulations [7]. - Directors and senior management who assist or condone fund occupation will face disciplinary actions and potential legal consequences [7]. - The company reserves the right to pursue legal action against responsible parties for any losses incurred due to violations of the system [7].