防范控股股东及关联方占用资金

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中国动力: 中国动力防范控股股东及关联方占用资金管理制度(2025年7月修订)
Zheng Quan Zhi Xing· 2025-07-15 16:16
Core Viewpoint - The company establishes a long-term mechanism to prevent the controlling shareholder, actual controller, and related parties from occupying its funds, ensuring compliance with relevant laws and regulations [1][2][3]. Group 1: General Principles - The company aims to prevent the occupation of funds by the controlling shareholder, actual controller, and related parties through a set of regulations based on Chinese laws and its own articles of association [1]. - Directors and senior management are required to act diligently to safeguard the company's funds and assets [1]. Group 2: Prohibited Fund Transfers - The company is prohibited from providing funds directly or indirectly to the controlling shareholder, actual controller, and related parties for various expenses, including salaries, benefits, and other costs [2]. - Any loans or financial assistance to these parties must comply with specific conditions, excluding certain exceptions [2]. - Transactions lacking a genuine commercial background or that violate business logic are also prohibited [2]. Group 3: Fund Occupation and Settlement - Funds occupied by the controlling shareholder or related parties should primarily be repaid in cash, with strict controls on non-cash asset settlements [3]. - Non-cash assets used for repayment must belong to the same business system and enhance the company's independence [3][4]. - Independent directors must provide opinions on asset repayment plans, and such plans require shareholder approval [4]. Group 4: Responsibilities and Measures - The company is responsible for preventing fund occupation and establishing a long-term mechanism for this purpose [5]. - The chairman of the board is designated as the primary responsible person for preventing fund occupation [5]. - Regular checks by the finance and audit departments are mandated to monitor transactions with related parties [5]. Group 5: Consequences of Fund Occupation - In cases of fund occupation, the company must develop a repayment plan and report to regulatory authorities [5]. - The company has the right to deduct cash dividends from shareholders who occupy funds to repay the occupied amounts [5]. - Directors who assist or condone such actions may face disciplinary measures [5].
沪光股份: 防范控股股东及关联方占用公司资金管理制度(2025年7月修订)
Zheng Quan Zhi Xing· 2025-07-03 16:15
Core Viewpoint - The company has established a management system to prevent the controlling shareholder and related parties from occupying company funds, ensuring compliance with relevant laws and regulations [1][2]. Group 1: Definition and Principles - The system defines fund occupation as both operational and non-operational fund occupation, with specific examples provided [2]. - The company must strictly monitor fund flows when engaging in transactions with controlling shareholders and related parties to prevent fund occupation [4]. - The company is prohibited from providing funds to controlling shareholders and related parties through various means, including covering expenses or providing loans without proper transaction backgrounds [2][4]. Group 2: Responsibilities and Measures - The controlling shareholder and actual controller have a duty of integrity towards the company and other shareholders, and must not exploit their control to harm the company's interests [3]. - The company has established a leadership group to oversee the prevention of fund occupation by controlling shareholders and related parties [4]. - The financial department is responsible for regular checks and reporting on non-operational fund transactions with controlling shareholders and related parties [4]. Group 3: Approval and Accountability - Any external guarantees provided by the company must be approved by the board of directors and the shareholders' meeting, especially if they exceed certain thresholds related to the company's net assets [5][6]. - Directors and senior management are liable for any losses incurred due to violations of laws or regulations regarding guarantees [5][8]. - The company must ensure that any funds occupied by controlling shareholders are repaid in cash, with strict controls on non-cash repayments [6]. Group 4: Transaction Procedures - The company must adhere to strict procedures for payments related to transactions with related parties, ensuring compliance with agreements and internal regulations [7]. - The financial department must obtain approval from the financial director and the legal representative before processing payments to related parties [7]. Group 5: Penalties and Amendments - Directors and senior management who assist or condone the occupation of company assets will face disciplinary actions, including potential removal from their positions [8]. - The management system must be approved by the shareholders' meeting and will be amended as necessary to comply with national laws and regulations [8].
雅本化学: 防范控股股东及关联方占用公司资金专项制度(2025年6月)
Zheng Quan Zhi Xing· 2025-06-16 13:16
Core Viewpoint - The company has established a special system to prevent the controlling shareholder and related parties from occupying company funds, aiming to protect the legitimate rights and interests of the company, shareholders, and other stakeholders [1][2]. Group 1: General Principles - The system aims to strengthen and standardize the company's fund management and establish a long-term mechanism to prevent fund occupation by controlling shareholders and related parties [1]. - Fund occupation includes both operational and non-operational fund occupation, with operational occupation arising from related transactions in production and operation [1][2]. Group 2: Responsibilities and Measures - The board of directors and senior management are responsible for maintaining the safety of company funds and must diligently perform their duties according to relevant laws and regulations [5][6]. - The chairman and general manager are the primary responsible persons for preventing fund occupation, while the finance director and personnel involved in business and fund transactions with related parties are designated as responsible individuals [6][7]. - The finance department must strictly review and monitor fund outflows, ensuring that funds are not occupied during repayment processes [4][6]. Group 3: Prohibited Actions - The controlling shareholder and related parties are prohibited from various forms of fund occupation, including requiring the company to pay for their expenses, repay debts, or provide loans without proper commercial justification [5][6]. - Any fund occupation must be resolved within the agreed timeframe, and the company must not allow occupation under the guise of small amounts or multiple transactions [5][6]. Group 4: Accountability and Penalties - If the controlling shareholder or related parties occupy company funds, they must compensate for any losses incurred by the company, and responsible individuals will face corresponding accountability [7][8]. - The company may explore financial innovations for repayment but must adhere to legal procedures and obtain necessary approvals [7][8].
方直科技: 防范控股股东及关联方占用公司资金制度(2025年5月修订)
Zheng Quan Zhi Xing· 2025-05-12 12:05
Core Viewpoint - The company has established a system to prevent the controlling shareholder and related parties from occupying company funds, ensuring the protection of the company's, shareholders', and other stakeholders' legitimate rights and interests [1][2][3]. Group 1: Regulations and Guidelines - The system is based on relevant laws, regulations, and the company's articles of association, aiming to regulate financial transactions with related parties and prevent fund occupation [1][2]. - The system applies to all subsidiaries included in the company's consolidated financial statements and covers both operational and non-operational fund occupations [1][2]. Group 2: Prevention Measures - The company must strictly prevent fund occupation during operational transactions with related parties and cannot provide funds through various means such as salary advances or prepayments [2][3]. - Any financial transactions with related parties must adhere to the decision-making procedures outlined in the relevant regulations and the company's management system [3][4]. Group 3: Payment Procedures - The financial department must review payment documents and ensure compliance with the company's articles of association and relevant regulations before processing payments to related parties [3][4]. - The financial department is responsible for regular checks on fund transactions with related parties to prevent non-operational fund occupation [4][5]. Group 4: Accountability and Enforcement - Company directors and senior management are liable for any losses caused by violations of the established system during decision-making and approval processes [5][6]. - The company will take legal action against related parties that occupy funds unlawfully and will seek compensation for any losses incurred [5][6].