公司治理规范
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光格科技: 控股股东及实际控制人行为规范
Zheng Quan Zhi Xing· 2025-08-15 12:16
Core Points - The document outlines the behavior norms for the controlling shareholders and actual controllers of Suzhou Guangge Technology Co., Ltd, aiming to protect the rights and interests of the company and its shareholders [1][2][3] 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 influence over shareholder meetings [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] - Controlling shareholders and actual controllers must comply with relevant securities market laws and regulations to promote the company's standardized operation and improve its quality [1][2] Group 2: Corporate Governance - Controlling shareholders and actual controllers should establish systems to clarify decision-making processes for significant company matters and ensure the company's independence [2] - They must maintain the integrity of the company's assets and not infringe upon the company's rights to its property [2][3] - They are required to handle the transfer of assets to the company in a timely manner according to legal and contractual agreements [2] Group 3: Independence Maintenance - Controlling shareholders and actual controllers must ensure the independence of company personnel and not influence personnel decisions outside of their legal rights [3][4] - They should maintain the financial independence of the company and not misuse company funds for non-operational purposes [4] - They must support the independent operation of the company's board and other departments without exerting undue influence [4][5] Group 4: Information Disclosure - Controlling shareholders and actual controllers are obligated to fulfill information disclosure duties in a timely, fair, truthful, and complete manner [6][7] - They must notify the company of significant events that could impact the company's securities trading prices [7][8] - They are required to cooperate with the company's information disclosure processes and maintain confidentiality regarding undisclosed significant information [8][9] 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 involving the company's stock [10][11] - They are prohibited from reducing their shareholdings under certain conditions, such as ongoing investigations or significant financial issues [11][12] - Any transfer of control must be conducted fairly and without harming the interests of the company and other shareholders [15][16]
安凯微: 广州安凯微电子股份有限公司董事、高级管理人员行为规范
Zheng Quan Zhi Xing· 2025-08-13 12:19
Core Viewpoint - The document outlines the code of conduct for the board of directors and senior management of Guangzhou Ankai Microelectronics Co., Ltd., emphasizing compliance with laws, regulations, and internal governance structures to protect the interests of the company and its shareholders [1][2]. Group 1: General Principles - The company aims to enhance its corporate governance structure and regulate the behavior of directors and senior management in accordance with relevant laws and regulations [1]. - Directors and senior management are required to adhere to legal obligations, maintain the company's interests, and cooperate with regulatory oversight [2]. Group 2: Responsibilities of Directors and Senior Management - Directors and senior management must supervise the company's operations, promote internal system development, and remain informed about significant events affecting the company [2][3]. - They are prohibited from accepting bribes, misappropriating company funds, or using company resources for personal consumption [3][4]. - Confidentiality regarding the company's commercial and technical secrets is mandatory unless authorized by the shareholders' meeting [4][5]. Group 3: Decision-Making and Accountability - Directors must ensure that decisions are made based on thorough investigation and consideration of legal compliance and potential impacts on the company [12][13]. - In cases of significant damage to the company due to violations of laws or regulations, directors are held accountable for compensation [3][11]. - Directors are required to attend board meetings personally or delegate appropriately, ensuring that decisions are made transparently and in compliance with governance rules [4][5]. Group 4: Financial Oversight and Reporting - Directors must carefully evaluate financial matters, including investments, guarantees, and financial assistance, ensuring compliance and risk management [19][20]. - Regular reviews of financial reports are necessary to ensure accuracy and completeness, with directors responsible for signing off on these reports [11][17]. Group 5: Role of the Chairman and Senior Management - The chairman is tasked with promoting internal systems and ensuring the board operates effectively, while also being accountable for significant decisions impacting the company [38][39]. - Senior management must execute board decisions diligently and report any significant operational changes or risks to the board [46][47].
赛伦生物: 赛伦生物:控股股东、实际控制人行为规范(2025年7月)
Zheng Quan Zhi Xing· 2025-07-24 16:33
Core Points - The document outlines regulations for the controlling shareholders and actual controllers of Shanghai Sailun Biotechnology Co., Ltd to ensure compliance with laws and protect the rights of the company and its shareholders [1][2][3] Group 1: General Provisions - The regulations apply to the company's controlling shareholders and actual controllers, including related parties and major shareholders [1][2] - Controlling shareholders are defined as those holding more than 50% of the company's shares or having significant voting power [1][2] Group 2: Corporate Governance - Controlling shareholders and actual controllers must maintain the integrity of the company's assets and not engage in unfair practices that could harm the company or its shareholders [3][4] - They are required to uphold the independence of the company's personnel and financial operations, avoiding any actions that could compromise these aspects [5][6] Group 3: Information Disclosure - Controlling shareholders and actual controllers must adhere to strict information disclosure obligations, ensuring that all disclosed information is timely, fair, and accurate [7][8] - They are responsible for notifying the company of significant events that could impact the company's securities or operations [8][9] Group 4: Share Trading and Control Transfer - Any transfer of control or significant share transactions must be conducted fairly and without harming the interests of the company or other shareholders [10][11] - Controlling shareholders must ensure that any transfer of control does not disrupt the company's operations or governance [10][11]
震有科技: 关于公司最近五年被证券监管部门和交易所处罚或采取监管措施的公告
Zheng Quan Zhi Xing· 2025-06-12 12:41
Core Viewpoint - Shenzhen Zhenyou Technology Co., Ltd. has not faced any penalties from securities regulatory authorities or exchanges in the last five years, but has received warnings and is actively working on rectification measures to improve governance and compliance [1][4]. Summary by Sections Recent Penalties - The company has not been penalized by securities regulatory authorities or exchanges in the last five years [1]. Regulatory Measures and Rectification - A warning letter was issued by the Shenzhen Securities Regulatory Bureau due to inaccurate disclosure of performance reports, irregularities in corporate governance, and issues with the management of raised funds [1][2]. - The company has established a special rectification task force led by Chairman Wu Minhua to address the issues raised in the warning letter, ensuring compliance with laws and regulations [2]. - The company conducted a self-examination and proposed corrective measures for each issue identified in the warning letter, with internal audit oversight to enhance governance and compliance [2]. Oral Warning from Shanghai Stock Exchange - The financial director received an oral warning for discrepancies in the performance report, with variances in reported figures such as operating profit and net profit being significant, affecting investor decisions [2][3]. - The company acknowledged the oral warning and has taken steps to improve accounting practices and information disclosure to prevent future occurrences [4].
深圳市怡亚通供应链股份有限公司关于收到深圳证监局行政监管措施决定书的公告
Shang Hai Zheng Quan Bao· 2025-04-18 21:58
Core Viewpoint - Shenzhen Yiyaton Supply Chain Co., Ltd. received administrative regulatory measures from the Shenzhen Securities Regulatory Bureau due to non-compliance in corporate governance, financial accounting, and information disclosure [1][5][7]. Group 1: Governance Issues - The company exhibited irregularities in the operation of its three meetings, including incomplete meeting records and attendance issues from board members [2][3]. - There were deficiencies in the management of insider information, with some major events lacking proper documentation and confirmation from relevant personnel [2][3]. Group 2: Financial Accounting Issues - The company recognized revenue on the day of goods delivery, which contradicted its disclosed revenue recognition policy [3]. - There were inaccuracies in the calculation of expected credit loss rates for accounts receivable and misreporting of investment property value changes [3]. Group 3: Information Disclosure Issues - The company failed to follow required procedures for board approval regarding loans to shareholders and did not timely disclose the status of strategic cooperation agreements [4][5]. - The lack of continuous information disclosure was noted, which is against regulatory requirements [4][5]. Group 4: Regulatory Response and Remediation - The Shenzhen Securities Regulatory Bureau mandated the company to submit a written rectification report within 30 days, focusing on improving governance, financial accounting, and information disclosure practices [5][8]. - The company acknowledged the issues raised and committed to enhancing compliance awareness and operational standards to protect shareholder interests [8].