敏芯股份: 苏州敏芯微电子技术股份有限公司控股股东及实际控制人行为规范

Core Points - The document outlines the regulations for the behavior of the controlling shareholders and actual controllers of Suzhou Minxin Microelectronics Technology Co., Ltd, aiming to enhance corporate governance and compliance with relevant laws and regulations [1][2][3] Group 1: Definition and Scope - The term "controlling shareholder" refers to a shareholder holding more than 50% of the company's total share capital or having significant influence over shareholder meetings despite holding less than 50% [1] - The "actual controller" is defined as a natural person, legal entity, or organization that can control the company's actions through investment relationships or agreements, even if they are not a shareholder [1][2] Group 2: Principles of Conduct - Controlling shareholders and actual controllers must adhere to the principles of honesty and integrity, exercising their rights in a regulated manner and fulfilling commitments to protect the interests of the company and all shareholders [2][3] - They are prohibited from abusing their rights or harming the interests of the company and other shareholders through related transactions, profit distribution, asset restructuring, or external investments [2][3] Group 3: Company Independence - Controlling shareholders and actual controllers must maintain the company's independence, ensuring the integrity of assets, personnel, finances, institutions, and business operations [3][4] - They should not influence the company's asset integrity through shared production systems, business frameworks, or unfair use of company assets [4][5] Group 4: Information Disclosure - Controlling shareholders and actual controllers are required to fulfill information disclosure obligations, ensuring that disclosed information is truthful, accurate, complete, timely, and fair [6][7] - They must notify the company of significant events that could impact the company's securities trading prices, such as changes in control or major asset restructuring [7][8] Group 5: Share Trading and Control Transfer - When trading company shares, controlling shareholders and actual controllers must comply with relevant laws and regulations, ensuring fair information disclosure and avoiding insider trading [9][10] - They are restricted from reducing their shareholdings under certain conditions, such as during investigations for securities violations or when the company is facing significant legal issues [10][11] Group 6: Other Provisions - Controlling shareholders and actual controllers must consider the impact of their proposals on the company and other shareholders' interests [12][13] - They are responsible for ensuring that commitments made are effectively implemented and must provide guarantees for commitments with significant performance risks [12][13]