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控股股东与实际控制人行为规范
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上市公司治理准则升级!剑指“关键少数”,自2026年施行
Core Viewpoint - The China Securities Regulatory Commission (CSRC) has revised the Corporate Governance Code, which will take effect on January 1, 2026, aiming to enhance the governance of listed companies and protect the interests of minority shareholders [1]. Summary by Key Areas Improvement of Board and Executive Supervision - The new regulations establish comprehensive guidelines for the appointment, performance, and departure of directors and executives, emphasizing the need for strict qualification reviews and enhanced disclosure of conflicts of interest [1]. - Companies are required to arrange for accountability measures for executives upon their departure, ensuring a review of their duties during their tenure [1]. Establishment of Incentive and Restraint Mechanisms - Listed companies must create a compensation management system that aligns executive pay with company performance and individual contributions, promoting a balance between incentives and constraints [2]. - The regulations encourage deferred compensation and clawback mechanisms to discourage short-termism and align management interests with long-term company growth [2]. Regulation of Controlling Shareholders and Actual Controllers - The new rules impose strict limitations on potential conflicts of interest and require enhanced disclosure of non-material competitive activities to improve transparency [3]. - The responsibilities of the board in identifying and reviewing related party transactions have been clarified to prevent improper dealings from the outset [3]. Coordination of Rules and Systematic Improvement - The new regulations ensure alignment with existing laws such as the Securities Law and the Management Measures for Independent Directors, enhancing the overall regulatory framework [4]. - The CSRC has allowed a transition period for companies to adjust their internal systems in light of the new Corporate Governance Code, providing ample preparation time before the implementation date [4].
京仪装备: 控股股东、实际控制人行为规范
Zheng Quan Zhi Xing· 2025-08-29 16:40
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].
大位科技: 2025年第五次临时股东会会议材料
Zheng Quan Zhi Xing· 2025-08-07 10:14
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]