Core Viewpoint - The document outlines the regulations governing the behavior of controlling shareholders and actual controllers of Shanghai Yachuang Electronics Group Co., Ltd, aiming to ensure fairness, transparency, and the protection of minority shareholders' rights [2][19]. Group 1: General Principles - Controlling shareholders and actual controllers must prioritize the interests of the company and minority shareholders over their own when conflicts arise [4]. - They are prohibited from using related transactions or other means to misappropriate company funds or assets, thereby harming the interests of the company and other shareholders [4][6]. - They must adhere to their public commitments and cannot unilaterally change or terminate them [4][6]. Group 2: Independence and Decision-Making - Controlling shareholders and actual controllers must ensure the company's asset integrity, personnel independence, financial independence, and operational independence [5][19]. - They are not allowed to interfere with the company's decision-making processes or operations in a manner that harms the company or other shareholders [5][10]. - They must maintain the independence of the company's operations and support its internal decision-making processes [10][19]. Group 3: Information Disclosure - Controlling shareholders and actual controllers are required to fulfill their information disclosure obligations accurately and completely, avoiding any misleading statements or omissions [6][18]. - They must not leak any undisclosed significant information related to the company and are prohibited from insider trading or market manipulation [6][18]. - They should actively cooperate with the company in fulfilling its disclosure obligations and respond truthfully to inquiries from the Shenzhen Stock Exchange [6][18]. Group 4: Share Trading Regulations - Controlling shareholders and actual controllers must comply with relevant laws and regulations when buying or selling company shares, ensuring fair and transparent transactions [11][14]. - They are restricted from selling shares under certain conditions, such as during investigations or when the company is under regulatory scrutiny [14][36]. - Any transfer of control must be conducted fairly and must not harm the interests of the company or other shareholders [13][36]. Group 5: Compliance and Accountability - The document emphasizes the need for controlling shareholders and actual controllers to maintain stable control and ensure a smooth transition during any changes in ownership [13][15]. - They must report any significant changes in their shareholding or control status to the company and the Shenzhen Stock Exchange promptly [16][17]. - The board of directors is responsible for interpreting the regulations, which take effect upon approval by the shareholders' meeting [19].
雅创电子: 控股股东和实际控制人行为规范 2025.8