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Hongqiao Holdings: System for Preventing Fund Occupation by Controlling Shareholder and Related Parties (March 2026)

✨ AI Summary

This document outlines Shandong Hongqiao Aluminum Industry Holding Co Ltd's system to prevent its controlling shareholder and related parties from occupying company funds. It details definitions of fund occupation, principles for prevention, and accountability measures. The system aims to protect shareholder and creditor rights by ensuring the company's financial independence and asset security.

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Chapter 1 General Provisions

Article 1 In accordance with the "Company Law of the People's Republic of China," the "Securities Law of the People's Republic of China" (hereinafter referred to as the "Securities Law"), "Supervision Guidelines for Listed Companies No. 8 – Regulatory Requirements for Capital Transactions and External Guarantees of Listed Companies," and other relevant laws, regulations, and normative documents, as well as the "Articles of Association of Shandong Hongqiao Aluminum Industry Holding Co., Ltd." (hereinafter referred to as the "Articles of Association"), to prevent the controlling shareholder and related parties from occupying the funds of Shandong Hongqiao Aluminum Industry Holding Co., Ltd. (hereinafter referred to as the "Company"), further protect the legitimate rights and interests of all shareholders and creditors of the Company, and establish a long-term mechanism for the Company to prevent the controlling shareholder, actual controller, and their related parties from occupying company funds, and to eliminate the occurrence of fund occupation by the controlling shareholder, actual controller, and their related parties, this system is hereby formulated.

Article 2 The directors and senior management personnel of the Company have a legal obligation to safeguard the safety of the Company's funds.

Article 3 Fund occupation as referred to in this system includes, but is not limited to: operating fund occupation and non-operating fund occupation. Operating fund occupation refers to fund occupation arising from related party transactions in procurement, sales, and other production and operation links by the controlling shareholder, actual controller, and other related parties; non-operating fund occupation refers to the advance payment of wages, benefits, insurance, advertising, and other expenses for the controlling shareholder, actual controller, and other related parties, the payment of funds to repay debts for the controlling shareholder, actual controller, and other related parties, the direct or indirect lending of funds to the controlling shareholder, actual controller, and other related parties (excluding funds provided proportionally by other shareholders of the Company's investee companies), debts formed by undertaking guarantee liabilities for the controlling shareholder, actual controller, and other related parties, and funds used for the controlling shareholder, actual controller, and other related parties without the provision of goods and services.

Chapter 2 Principles and Measures for Preventing Fund Occupation by Controlling Shareholder and Related Parties

Article 4 The Company shall separate its personnel, assets, and finances from the controlling shareholder, actual controller, and other related parties. Its institutions and businesses shall be independent, with separate accounting, and independent assumption of responsibilities and risks. The Company's personnel shall be independent of the controlling shareholder, actual controller, and their related parties. The Company's assets shall be independent and complete, with clear ownership, and shall not be occupied or controlled by directors, senior management personnel, the controlling shareholder, the actual controller, or other related parties.

Article 5 The Company's board of directors, special committees, and other internal institutions shall operate independently and exercise management authority independently, and shall not have institutional overlaps with the controlling shareholder, actual controller, and other related parties that affect the Company's independent operation.

Article 6 In accordance with the "Rules Governing the Listing of Stocks on the Shenzhen Stock Exchange," the "Articles of Association," and the "Decision-Making System for Related Party Transactions," the Company shall implement related party transactions arising from production and operation links such as procurement, sales, and mutual provision of labor services with its controlling shareholder and related parties. After related party transactions occur, they shall be settled in a timely manner, and abnormal operating fund occupation shall not be formed.

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