防止大股东及关联方占用公司资金
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天新药业: 防止大股东及关联方占用公司资金管理制度
Zheng Quan Zhi Xing· 2025-08-29 16:17
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 the interests of all shareholders and creditors [1][2] - The system defines the controlling shareholder and related parties, outlining the types of fund occupation, including both operational and non-operational fund occupations [1][2] - Strict procedures are mandated for any related transactions, requiring timely settlement to avoid abnormal operational fund occupation [1][3] Group 1: Definition and Scope - The controlling shareholder is defined as a shareholder holding more than 50% of the company's total share capital or having significant voting power despite holding less than 50% [1] - Fund occupation includes operational fund occupation through related transactions and non-operational fund occupation such as loans or debt repayment on behalf of the controlling shareholder [1][2] Group 2: Responsibilities and Measures - The board of directors and senior management are legally obligated to maintain the safety of company funds and prevent fund occupation by the controlling shareholder and related parties [2][5] - The chairman of the board is designated as the primary responsible person for preventing fund occupation and managing fund recovery efforts [2][5] Group 3: Procedures for Fund Occupation - The company must implement measures for the recovery of occupied funds, including the possibility of using assets to offset debts, with independent evaluations required for asset valuation [3][4] - Regular inspections by the finance and internal audit departments are mandated to report on fund transactions with the controlling shareholder and related parties [5] Group 4: Accountability and Penalties - If fund occupation occurs, the board must take effective measures to stop the infringement and seek compensation, including legal action if necessary [5] - Directors and senior management who fail to fulfill their responsibilities or assist in fund occupation may face disciplinary actions, including potential dismissal [5]
奥锐特: 奥锐特药业股份有限公司防止大股东及关联方占用公司资金制度(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-29 16:17
Core Viewpoint - The company has established a management system to prevent the controlling shareholder and related parties from occupying company funds, ensuring the protection of the interests of all shareholders and creditors [1][2]. Group 1: General Principles - The system aims to maintain the legitimate interests of the company, its shareholders, and creditors, in accordance with relevant laws and regulations [1]. - The controlling shareholder is defined as a shareholder holding more than 50% of the company's total share capital or having significant influence over shareholder resolutions [1]. - Fund occupation includes both operational and non-operational forms, such as related transactions and various financial arrangements with the controlling shareholder [2]. Group 2: Prevention Measures - All related transactions with the controlling shareholder must comply with the company's articles of association and related management measures [2]. - The company is prohibited from providing funds to the controlling shareholder through various means, including loans, guarantees, or covering expenses without proper transactions [2][3]. Group 3: Responsibilities of the Board and Management - The board of directors and senior management are legally obligated to safeguard company funds and prevent fund occupation by the controlling shareholder [3]. - The chairman of the board is designated as the primary responsible person for preventing fund occupation [3]. - Regular checks must be conducted by the audit committee and financial departments to monitor transactions with the controlling shareholder [3][4]. Group 4: Handling Fund Occupation - In cases of fund occupation, the company must promptly develop a recovery plan and report to regulatory authorities [4]. - Independent directors can propose judicial freezing of shares held by the controlling shareholder if fund occupation occurs [4][5]. Group 5: Accountability and Penalties - Directors and senior management who fail to fulfill their responsibilities or assist in fund occupation may face disciplinary actions, including removal from their positions [6][7]. - Any losses incurred due to violations of the management system must be compensated by the responsible individuals [7].
盈趣科技: 防止大股东及关联方占用公司资金管理制度(2025年7月)
Zheng Quan Zhi Xing· 2025-07-16 16:22
Core Points - The document outlines a management system to prevent the controlling shareholders and related parties from occupying the company's funds, ensuring the protection of the company's and its stakeholders' legal interests [1][2][3] Group 1: Definition and Scope - The term "controlling shareholder" refers to a shareholder holding more than 50% of the company's total share capital or having significant voting rights despite holding less than 50% [1] - "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 [1] - "Related parties" are determined according to the company's related transaction management system [1] Group 2: Types of Fund Occupation - Fund occupation includes operational fund occupation, which arises from related transactions in procurement, sales, and service provision [2] - Non-operational fund occupation includes various forms such as the company advancing payments for the controlling shareholder, borrowing funds, and assuming debts on behalf of the controlling shareholder [2] Group 3: Transaction Management - The company must strictly adhere to its articles of association and related transaction management system when engaging in related transactions with controlling shareholders and related parties [3] - The company is prohibited from providing funds directly or indirectly to controlling shareholders and related parties through various means, including loans and debt repayment [3][4] Group 4: Responsibilities of the Board and Management - The board of directors and senior management are legally obligated to maintain the safety of the company's funds and prevent fund occupation by controlling shareholders and related parties [4] - The chairman of the board is identified as the primary responsible person for preventing fund occupation [4] Group 5: Measures and Procedures for Fund Occupation - Upon identifying fund occupation, the company must promptly develop a recovery plan and report to regulatory authorities [5][6] - The company should prioritize cash repayment for occupied funds and strictly control non-cash asset repayments [5][6] Group 6: Accountability and Penalties - Directors and senior management who fail to fulfill their responsibilities or assist in fund occupation may face disciplinary actions, including dismissal [9] - The board may report to regulatory authorities if the board fails to act on fund occupation issues [6][9] Group 7: Miscellaneous - The document is subject to national laws and regulations, and any inconsistencies will defer to those laws [10] - The board of directors holds the interpretation rights of this management system [10]