实际控制人行为规范
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海陆重工: 控股股东、实际控制人行为规范(2025年8月)
Zheng Quan Zhi Xing· 2025-08-25 16:31
Core Points - The document outlines the behavior norms for the controlling shareholders and actual controllers of Suzhou Hailu Heavy Industry Co., Ltd, aiming to protect the rights of the company and minority shareholders [1][2][3] Group 1: General Principles - Controlling shareholders and actual controllers must act honestly and in accordance with laws and regulations, ensuring the company's and all shareholders' interests are maintained [3][4] - They are required to uphold the company's independence and not exploit their control for illegal benefits or misuse company resources [3][4] Group 2: Rights and Obligations - Controlling shareholders and actual controllers must exercise their rights and fulfill obligations without concealing their identities or evading responsibilities [2][3] - They must ensure that any agreements regarding control arrangements are clearly defined and communicated [2][3] Group 3: Information Disclosure - There is a strict obligation for controlling shareholders and actual controllers to disclose information accurately, completely, and timely, avoiding any misleading statements or omissions [4][5] - They must establish a management system for information disclosure, ensuring that all significant information is communicated to the company [18][19] Group 4: Financial Independence - Controlling shareholders and actual controllers must maintain the financial independence of the company, avoiding any non-operational occupation of company funds [6][7] - They are prohibited from using company accounts for personal or related party transactions [6][7] Group 5: Business Independence - The document emphasizes the need for maintaining the company's operational independence, preventing any conflicts of interest or competition with the company [8][9] - Controlling shareholders and actual controllers must support the company in establishing independent operational models [8][9] Group 6: Share Trading Regulations - There are specific regulations governing the buying and selling of company shares by controlling shareholders and actual controllers, including the requirement to report and disclose plans for share reductions [11][12] - They must not engage in share trading based on undisclosed significant information [13][14] Group 7: Compliance and Accountability - Controlling shareholders and actual controllers are accountable for their commitments and must ensure that any promises made are clear, actionable, and fulfilled [5][6] - They must notify the company of any significant changes in their shareholding or control status [16][17]
安凯微: 广州安凯微电子股份有限公司控股股东、实际控制人行为规范
Zheng Quan Zhi Xing· 2025-08-13 12:19
Core Points - The document outlines the regulations governing the behavior of the controlling shareholders and actual controllers of Guangzhou Ankai Microelectronics Co., Ltd, aiming to enhance corporate governance and protect the rights of shareholders [1][2]. Group 1: General Principles - Controlling shareholders and actual controllers must act in good faith and not abuse their control to harm the company or other shareholders' rights [2][3]. - They are required to comply with laws, regulations, and the company's articles of association, ensuring transparency and proper information disclosure [2][3]. - The document emphasizes the importance of maintaining the independence of the company’s assets, personnel, finances, and operations [4][5]. Group 2: Financial Independence - Controlling shareholders and actual controllers must not occupy company funds through various means, including unauthorized loans or payments for personal expenses [3][4]. - They are prohibited from using the company’s financial resources for personal gain or to benefit related parties without fair compensation [6][7]. Group 3: Information Disclosure - Controlling shareholders and actual controllers are obligated to disclose significant events that may affect the company, such as changes in control or major asset restructuring [12][13]. - They must ensure that all disclosed information is accurate, complete, and timely, cooperating with the company in fulfilling its disclosure obligations [12][14]. Group 4: Share Transfer and Control - The document stipulates that any transfer of shares or control must adhere to legal regulations and maintain the stability of the company's ownership structure [10][11]. - Controlling shareholders must conduct due diligence on potential buyers to ensure that the transfer does not harm the company or other shareholders [11][12]. Group 5: Protection of Minority Shareholders - The rights of minority shareholders, including voting and proposal rights, must be fully protected, and controlling shareholders should not impede their exercise of these rights [9][10]. - Transactions between the controlling shareholders and the company must be conducted on fair and equitable terms, ensuring no harm to the interests of minority shareholders [9][10].
华平股份: 控股股东、实际控制人行为规范
Zheng Quan Zhi Xing· 2025-07-31 16:38
Core Viewpoint - The document outlines the regulations governing the behavior of controlling shareholders and actual controllers of Huaping Information Technology Co., Ltd., aiming to protect the rights of the company and minority shareholders while ensuring compliance with relevant laws and regulations. Group 1: General Principles - The regulations apply to the actions and information disclosure of controlling shareholders, actual controllers, and their related parties [2] - Controlling shareholders are defined as those holding more than 50% of the company's shares or having significant voting power [2] - Actual controllers are defined as individuals or entities that can influence the company's actions through investment relationships or agreements [2] - The document emphasizes the responsibility of controlling shareholders and actual controllers to compensate minority investors for any illegal actions [2] Group 2: Conduct Norms - Controlling shareholders and actual controllers must adhere to laws and regulations, exercising their rights without harming the company or minority shareholders [3] - They are prohibited from concealing their identities to evade obligations and responsibilities [3] - There is a duty of loyalty and diligence towards the company and minority shareholders, prioritizing their interests over personal gains [3][4] - They must not misuse their control to harm the company's interests or engage in self-dealing [4] Group 3: Financial Independence - Controlling shareholders and actual controllers must ensure the company's financial independence and not engage in actions that could compromise it [5][10] - They are prohibited from using company funds for personal expenses or debts [4][5] - The document outlines specific actions that constitute financial misconduct, such as requiring the company to cover personal costs or debts [4] Group 4: Information Disclosure - Controlling shareholders and actual controllers must comply with information disclosure obligations, ensuring that all disclosed information is accurate and complete [6][19] - They are required to maintain confidentiality regarding undisclosed significant information and must not engage in insider trading [7][19] - The document mandates that any significant changes in shareholding or control must be reported promptly [19] Group 5: Share Trading Regulations - Controlling shareholders and actual controllers must follow legal requirements when buying or selling company shares, ensuring stability in the company's shareholding structure [12][13] - They are prohibited from using undisclosed information for personal gain during share transactions [13] - The document specifies conditions under which share transfers are allowed, emphasizing the need for fair and reasonable transactions [14] Group 6: Amendments and Implementation - The regulations are subject to revision by the company's board of directors and will take effect upon approval [20] - Any matters not covered by these regulations will be governed by relevant national laws and regulations [20]