21世纪经济报道 崔文静 北京报道 10月17日晚间，证监会修订发布《上市公司治理准则》（以下简称《治理准则》），并宣布新规将自 2026年1月1日起正式施行。 此次修订旨在进一步规范上市公司董事、高级管理人员及控股股东、实际控制人等"关键少数"的行为， 全面提升上市公司治理水平，筑牢资本市场健康发展的基石。 本次《治理准则》的修订是对现行规则的全面升级与完善。证监会表示，随着市场发展及相关法律法规 的更新，为进一步督促公司管理层勤勉尽责，防范大股东滥用控制权损害公司及中小股东利益，强化 对"关键少数"的监督与约束显得尤为紧迫。 此次修订主要围绕四大核心内容展开： 核心内容一：完善董事、高管监管制度。 新规从任职、履职到离职进行了全链条规范。明确要求董事会提名委员会严把任职资格审核关，细化了 董事、高管的忠实勤勉义务，并强化了其对同业竞争等行为的披露要求。尤为引人注目的是，规则要求 公司在聘任时即对高管离职后的追责追偿做出安排，离职时需对其在职期间是否尽到义务进行审查，形 成了有效的责任闭环。 新规要求上市公司建立薪酬管理制度，确保董事、高管的薪酬与公司经营业绩、个人绩效紧密挂钩，实 现激励与约束的平衡。同时 ...

Core Points - The document outlines the governance structure and operational guidelines for Beijing Jingyi Automation Equipment Technology Co., Ltd, emphasizing the importance of maintaining a sound corporate governance framework to ensure the company's healthy development [1][2]. Group 1: Shareholder and Control Rights - The definition of controlling shareholders includes those holding more than 50% of the company's shares or having significant voting power despite holding less than 50% [1]. - Actual controllers are defined as individuals or entities that can influence the company's actions without directly holding shares [1]. - Controlling shareholders and actual controllers must adhere to principles of honesty and integrity, ensuring their rights are exercised in a manner that protects the interests of the company and all shareholders [2][3]. Group 2: Commitment and Good Faith - Controlling shareholders and actual controllers are required to act in good faith and must not abuse their rights to harm the company or minority shareholders [2][3]. - They must consider the impact of their proposals on the company and other shareholders when submitting motions [2]. - There is an obligation to disclose the status of commitments made, and if commitments cannot be fulfilled, they must inform the company immediately [3][4]. Group 3: Independence of the Company - Controlling shareholders and actual controllers must maintain the company's independence, ensuring the integrity of its assets, personnel, finances, and operations [4][5]. - They are prohibited from using the company's resources unfairly or affecting its financial independence through shared accounts or unauthorized use of funds [5][6]. - The independence of the company's decision-making processes must be upheld, and any related transactions must be conducted fairly [6][7]. Group 4: Share Trading and Control Transfer - Controlling shareholders and actual controllers must comply with legal regulations when trading company shares and cannot trade during specific blackout periods [7][8]. - Any transfer of control must be conducted fairly and without harming the interests of the company or other shareholders [8][9]. - They must ensure a smooth transition of management and board members during control transfers [8][9]. Group 5: Information Disclosure Management - Controlling shareholders and actual controllers are responsible for timely and accurate information disclosure, particularly regarding significant events that may impact the company [9][10]. - They must cooperate with the company's disclosure processes and ensure that no undisclosed material information is leaked [10][11]. - Any media reports that could affect the company's stock price must be promptly investigated and disclosed [11].

Group 1 - The company held its fifth extraordinary general meeting of shareholders on August 25, 2025, to discuss various agenda items [1][4] - The meeting emphasized the importance of maintaining order and confidentiality among participants [2][3] - Voting methods included both on-site and online options, with specific rules for casting votes [3][5] Group 2 - The first agenda item involved a proposal to change the registered capital and amend the company's articles of association, increasing the registered capital from RMB 1,478,469,890 to RMB 1,484,669,890 due to the issuance of 6,200,000 restricted stocks at a price of RMB 4.03 per share [6][7] - The second agenda item focused on revising certain company regulations to standardize external guarantee behaviors and protect investor rights [9][11] - The third agenda item was the election of independent directors for the tenth board, with candidates nominated and their qualifications reviewed [11][12] - The fourth agenda item involved the election of non-independent directors, with candidates also nominated and reviewed [14][17] Group 3 - The company proposed to revise its external guarantee system to ensure compliance with relevant laws and protect company assets [21][22] - The revised system includes strict approval processes for external guarantees, requiring board and shareholder approval for significant amounts [25][26] - The company established clear responsibilities and penalties for violations of the guarantee policies to safeguard shareholder interests [33][34]