宁波精达: 宁波精达控股股东及实际控制人行为规范

Core Viewpoint - The document outlines the behavior norms for the controlling shareholders and actual controllers of Ningbo Jinda Forming Equipment Co., Ltd., aiming to protect the legal rights of the company and all shareholders while ensuring compliance with relevant laws and regulations [1][2]. Group 1: General Principles - The controlling shareholder is defined as a shareholder holding more than 50% of the company's total share capital or having significant voting power [1]. - The 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]. - The behaviors of certain related parties are treated as those of the controlling shareholder or actual controller, including family members and the largest shareholder [1]. Group 2: Corporate Governance - Controlling shareholders and actual controllers must comply with securities market laws and regulations to promote the company's standardized operation and improve its quality [2]. - They are required to act in good faith, exercise shareholder rights legally, and maintain the company's independence without seeking illegal benefits [2][3]. - There must be a clear separation of personnel, assets, and finances between the controlling shareholders and the company, ensuring independent accounting and responsibility [2][3]. Group 3: Responsibilities and Prohibitions - Controlling shareholders and actual controllers must not interfere with the company's information disclosure obligations or engage in illegal information disclosure practices [2][3]. - They are responsible for ensuring compliance with laws, exercising shareholder rights without abuse, and fulfilling public commitments [2][3]. - They must not occupy company funds illegally or force the company to provide guarantees unlawfully [2][3]. Group 4: Information Disclosure - Controlling shareholders and actual controllers must fulfill information disclosure obligations accurately and timely, ensuring no false records or misleading statements [2][3]. - They must establish systems for reporting significant information and ensure confidentiality of undisclosed major information [2][3]. Group 5: Share Trading and Control Transfer - Controlling shareholders and actual controllers must adhere to legal regulations when trading company shares and cannot engage in short selling or derivative trading [2][3]. - They are prohibited from reducing their shareholdings under certain conditions, such as ongoing investigations or significant penalties [2][3]. - Any transfer of control must be fair and not harm the company or other shareholders' rights [2][3].