Core Viewpoint - Shanghai Guocan Testing Co., Ltd. has released a new set of regulations aimed at improving corporate governance and ensuring compliance in information disclosure by controlling shareholders and actual controllers [1][2]. Group 1: Governance Structure - The new regulations define the scope of application, covering controlling shareholders, actual controllers, and their affiliates [1]. - Control rights are detailed, including ownership of over 50% of shares, actual control of voting rights exceeding 30%, and the ability to appoint more than half of the board members [1]. Group 2: Behavior Norms - Controlling shareholders and actual controllers are obligated to act in good faith towards the company and other shareholders, ensuring no harm to their legal rights [1]. - Procedures for nominating board candidates must be followed, and interference in normal company decision-making is prohibited [1]. - Commitments made by controlling shareholders must be clear, executable, and fulfilled [1]. Group 3: Independence Maintenance - Controlling shareholders and actual controllers must ensure the independence of the company's assets, personnel, finances, institutions, and operations [1]. - Engaging in competitive activities and influencing the company's independence through various means is not allowed [1]. - Misappropriation of company funds and asset encroachment through related transactions is prohibited [1]. Group 4: Information Disclosure Management - Controlling shareholders and actual controllers must fulfill disclosure obligations in a timely manner and establish a management system for information disclosure [2]. - They are required to maintain confidentiality of undisclosed significant information and cooperate with the company in disclosing shareholding and control relationships [2]. Group 5: Share Trading and Control Transfer - Share transactions must comply with regulations to maintain control stability [2]. - Transfers of control must ensure fair transactions, conduct reasonable investigations on transferees, and address any legacy issues to ensure smooth transitions for the board and management [2]. Group 6: Implementation and Oversight - The regulations will take effect upon approval by the company's board of directors, which is responsible for interpretation and amendments [2]. - Any matters not covered by the regulations will be governed by relevant national laws [2].
上海国缆检测规范控股股东及实控人行为 多举措保障公司治理与股东权益