无锡祥生医疗科技股份有限公司 防范控股股东、实际控制人及其他关联方资金占用管理办法 第一章 总则 (一) 用于抵偿的资产必须属于公司同一业务体系, 并有利于增强公 司独立性和核心竞争力, 减少关联交易, 不得是尚未投入使用 的资产或者没有客观明确账面净值的资产。 (二) 公司应当聘请符合《证券法》规定的中介机构对符合以资抵债条 件的资产进行评估, 以资产评估值或者经审计的账面净值作为 以资抵债的定价基础, 但最终定价不得损害公司利益, 并充分 考虑所占用资金的现值予以折扣。审计报告和评估报告应当向 披露。 (三) 独立董事专门会议应当就公司关联方以资抵债方案进行审议, 或者聘请符合《证券法》规定的中介机构出具独立财务顾问报告。 (四) 公司关联方以资抵债方案须经股东会审议批准, 关联方股东应 当回避投票。 第三章 公司董事会、高管人员的责任 第十三条 公司董事、高级管理人员对维护公司资金安全负有法定义务和责任, 应 按照公司法及公司章程等有关规定勤勉尽职, 切实履行防止控股股东、 实际控制人及其他关联方占用公司资金行为的职责。 第十四条 公司董事长是防止资金占用、资金占用清欠工作的第一责任人。 第十五条 公司 ...

Core Viewpoint - The document outlines a set of regulations established by Youngor Fashion Co., Ltd. to prevent the controlling shareholders, actual controllers, and other related parties from occupying the company's funds, ensuring compliance with relevant laws and regulations [1][2]. Group 1: General Principles - The regulations aim to prevent both operational and non-operational fund occupation by controlling shareholders and related parties [1]. - The company must not provide funds directly or indirectly to controlling shareholders or related parties for various expenses, including wages, benefits, and advertising [2][3]. Group 2: Transaction Regulations - All related transactions with controlling shareholders must adhere strictly to legal regulations and the company's internal management rules [3]. - The company is required to sign genuine economic contracts for any operational transactions with controlling shareholders [5]. Group 3: Responsibilities and Measures - The board of directors and senior management are legally obligated to safeguard the company's funds and prevent any occupation by controlling shareholders [4]. - A leadership group is established to oversee the prevention of fund occupation, led by the chairman of the board [4][5]. Group 4: Accountability and Penalties - Any violations of these regulations by company directors or employees that result in fund occupation will lead to penalties based on the severity of the situation [6]. - The company must take protective measures to recover any funds occupied by controlling shareholders, primarily through cash repayment [6].

Core Points - The article outlines the funding management system of Furan De Co., Ltd. to prevent the controlling shareholders and related parties from occupying company funds, ensuring the protection of the company's and shareholders' rights [1][2] - The system applies to financial transactions between the company and its controlling shareholders, actual controllers, and other related parties, including subsidiaries within the consolidated financial statements [1][2] - The document emphasizes the importance of compliance with relevant laws and regulations, including the Company Law and Securities Law of the People's Republic of China [1][2] Group 1: Principles of Preventing Fund Occupation - Controlling shareholders and actual controllers must exercise their rights in good faith and must not harm the company's interests or the legitimate rights of public shareholders through fund occupation [2] - The company is prohibited from providing funds directly or indirectly to controlling shareholders and related parties through various means, including covering expenses or lending funds without a genuine transaction background [2][3] - Strict procedures and disclosure obligations must be followed for any related transactions and financial interactions with controlling shareholders and related parties [3] Group 2: Measures to Prevent Fund Occupation - The company must establish a long-term mechanism to prevent non-operational fund occupation by major shareholders and related parties [4] - The board of directors and senior management are responsible for maintaining the safety of company funds and assets [4][5] - The financial department must report any potential fund occupation immediately to the financial head and the chairman [4][5] Group 3: Rectification of Fund Occupation - The company must conduct self-inspections regarding any financial transactions with controlling shareholders and related parties and rectify any violations promptly [5] - Funds occupied by controlling shareholders should generally be repaid in cash, with strict controls on non-cash asset repayments [5][6] - Independent directors must provide independent opinions on any asset repayment plans, and such plans require shareholder approval [5][6] Group 4: Accountability and Penalties - Controlling shareholders and related parties who violate the system and cause losses to the company must bear compensation responsibilities [6] - The board of directors may impose penalties on responsible individuals and propose the dismissal of those with significant responsibilities [6] - A mechanism for freezing shares held by shareholders who occupy company funds is established to ensure accountability [6]