控股股东及实际控制人行为规范

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成都华微: 成都华微电子科技股份有限公司控股股东、实际控制人行为规范
Zheng Quan Zhi Xing· 2025-08-29 17:01
Core Points - The document outlines the regulations for the controlling shareholders and actual controllers of Chengdu Huamei Electronics Technology Co., Ltd to ensure proper governance and healthy development of the company [1][2][3] - It emphasizes the need for the controlling shareholders and actual controllers to maintain the independence of the company's assets, personnel, finances, institutions, and business operations [2][3][4] Group 1: Governance and Control - Controlling shareholders and actual controllers must use their control rights in good faith and not harm the legitimate rights of the company and minority shareholders [2] - They are required to support and cooperate with the company's internal decision-making processes [2] - The document specifies actions that should not be taken to ensure the integrity of the company's assets, such as unfair sharing of resources and assets [2][3] Group 2: Independence Maintenance - The regulations mandate that controlling shareholders and actual controllers must maintain the independence of the company's personnel and finances [3][4] - They should not interfere with the appointment of key management positions or use company resources for personal benefit [3][4] - The document outlines the necessity for maintaining the independence of the company's institutions and business operations [4][5] Group 3: Information Disclosure and Compliance - Controlling shareholders and actual controllers are required to notify the company of significant events that may affect its operations or securities [5][6] - They must cooperate with the company in disclosing information and maintaining confidentiality regarding undisclosed financial and business data [6][7] - The document emphasizes the importance of adhering to legal and regulatory requirements regarding share trading and control transfer [7][8]
宁波精达: 宁波精达控股股东及实际控制人行为规范
Zheng Quan Zhi Xing· 2025-08-18 12:11
Core Viewpoint - The document outlines the behavior norms for the controlling shareholders and actual controllers of Ningbo Jinda Forming Equipment Co., Ltd., aiming to protect the legal rights of the company and all shareholders while ensuring compliance with relevant laws and regulations [1][2]. 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 voting power [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]. - The behaviors of certain related parties are treated as those of the controlling shareholder or actual controller, including family members and the largest shareholder [1]. Group 2: Corporate Governance - Controlling shareholders and actual controllers must comply with securities market laws and regulations to promote the company's standardized operation and improve its quality [2]. - They are required to act in good faith, exercise shareholder rights legally, and maintain the company's independence without seeking illegal benefits [2][3]. - There must be a clear separation of personnel, assets, and finances between the controlling shareholders and the company, ensuring independent accounting and responsibility [2][3]. Group 3: Responsibilities and Prohibitions - Controlling shareholders and actual controllers must not interfere with the company's information disclosure obligations or engage in illegal information disclosure practices [2][3]. - They are responsible for ensuring compliance with laws, exercising shareholder rights without abuse, and fulfilling public commitments [2][3]. - They must not occupy company funds illegally or force the company to provide guarantees unlawfully [2][3]. Group 4: Information Disclosure - Controlling shareholders and actual controllers must fulfill information disclosure obligations accurately and timely, ensuring no false records or misleading statements [2][3]. - They must establish systems for reporting significant information and ensure confidentiality of undisclosed major information [2][3]. 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 [2][3]. - They are prohibited from reducing their shareholdings under certain conditions, such as ongoing investigations or significant penalties [2][3]. - Any transfer of control must be fair and not harm the company or other shareholders' rights [2][3].
江苏雷利: 控股股东、实际控制人行为规范(2025年7月)
Zheng Quan Zhi Xing· 2025-07-23 16:14
Core Viewpoint - The document outlines the regulations and guidelines for the behavior of controlling shareholders and actual controllers of Jiangsu Leili Electric Motor Co., Ltd., aiming to enhance corporate governance and ensure the company's healthy development [2][3]. General Principles of Behavior Norms - Controlling shareholders and actual controllers must comply with laws, regulations, and the company's articles of association, exercising shareholder rights without harming the interests of the company and other shareholders [5][6]. - They are required to disclose their identities and responsibilities transparently, avoiding any concealment of their status [6][7]. - There is an obligation to cooperate with the company's information disclosure and insider information management [4][8]. Commitment and Good Faith in Exercising Control - Controlling shareholders and actual controllers must fulfill their commitments and take effective measures to ensure compliance, avoiding any unilateral changes or cancellations of commitments [10][11]. - They are responsible for maintaining the company's asset integrity and independence, ensuring no adverse impact from their other business activities [12][13]. Independence of Company Operations - Controlling shareholders and actual controllers must not interfere with the company's independent operations, including personnel, financial, and business independence [19][20]. - They are prohibited from engaging in unfair related transactions or competing with the company in a way that could harm its interests [20][21]. Share Trading Regulations - When trading company shares, controlling shareholders and actual controllers must adhere to legal and regulatory disclosure obligations [26][27]. - Specific restrictions apply to share reductions under certain conditions, such as ongoing investigations or significant stock price declines [30][31]. Information Disclosure Management - A robust information disclosure management system must be established, detailing the processes for reporting significant information and ensuring confidentiality [38][39]. - Controlling shareholders and actual controllers must promptly inform the company of any significant changes that could impact stock trading [39][40].
起帆电缆: 起帆电缆控股股东及实际控制人行为规范
Zheng Quan Zhi Xing· 2025-07-21 16:16
Core Viewpoint - The document outlines the behavior norms for the controlling shareholders and actual controllers of Shanghai Qifan Cable Co., Ltd., aiming to protect the legitimate rights and interests of the company and its shareholders, especially minority shareholders, in accordance with relevant laws and regulations [1][2]. Group 1: General Principles - The norms are established to guide and regulate the actions of controlling shareholders and actual controllers, ensuring compliance with laws and promoting the company's quality [1]. - Controlling shareholders and actual controllers must adhere to the principles of honesty and good faith, exercising their rights in accordance with laws and the company's articles of association [1][2]. Group 2: Corporate Governance - Controlling shareholders and actual controllers are required to establish systems that clarify decision-making processes for significant company matters and ensure the company's independence [2][3]. - They must maintain the integrity of the company's assets and not infringe upon the company's rights regarding its property [2][3]. Group 3: Financial Independence - Controlling shareholders and actual controllers must not affect the company's financial independence through shared bank accounts or non-operational use of company funds [4][5]. - They are prohibited from requiring the company to provide guarantees unlawfully or to share financial accounting systems [4][5]. Group 4: Information Disclosure - Controlling shareholders and actual controllers must fulfill their information disclosure obligations, ensuring that disclosed information is timely, fair, truthful, accurate, and complete [7][8]. - They are required to notify the company of significant changes in their shareholding or control status and cooperate with the company's information disclosure processes [7][8]. Group 5: Share Trading and Control Transfer - Controlling shareholders and actual controllers must comply with legal regulations when buying or selling company shares and must report significant changes in shareholding [11][12]. - They are required to conduct due diligence on the qualifications and intentions of potential transferees before transferring control of the company [12][13]. Group 6: Other Provisions - Controlling shareholders and actual controllers must ensure that their commitments are effectively implemented and provide guarantees for commitments with significant performance risks [14][15]. - The document emphasizes that the actions of controlling shareholders and actual controllers are subject to daily supervision by the Shanghai Stock Exchange [15].
华之杰: 控股股东及实际控制人行为规范
Zheng Quan Zhi Xing· 2025-07-16 11:10
苏州华之杰电讯股份有限公司 控股股东及实际控制人行为规范 苏州华之杰电讯股份有限公司 第一章 总 则 第一条 为引导和规范苏州华之杰电讯股份有限公司(以下简称"公司")控股 股东、实际控制人的行为,切实保护公司和其他股东的合法权益,根据《中华人民 共和国公司法》(以下简称"《公司法》")、《中华人民共和国证券法》(以下简称 "《证券法》")、《上海证券交易所股票上市规则》(以下简称"《上市规则》")、 《上海证券交易所上市公司自律监管指引第 1 号——规范运作》以及《苏州华之杰 电讯股份有限公司章程》(以下简称"公司章程")等规定,制定本行为规范。 第二条 控股股东、实际控制人应当遵守法律、行政法规、部门规章、规范性文 件、《上市规则》、《上海证券交易所上市公司自律监管指引第 1 号——规范运作》以 及上海证券交易所其他相关规定和公司章程,诚实守信,依法依规行使股东权利、 履行股东义务,严格履行承诺,维护公司和全体股东的共同利益。 公司控股股东、实际控制人不得妨碍公司或者相关信息披露义务人披露信息, 不得组织、指使公司或者相关信息披露义务人从事信息披露违法行为。 第二章 公司治理 第三条 上市公司控股股东、实 ...
移远通信: 控股股东、实际控制人行为规范(2025年7月修订)
Zheng Quan Zhi Xing· 2025-07-08 09:17
Core Points - The document outlines the regulations for the behavior of the controlling shareholders and actual controllers of Shanghai Mijuan Communication Technology Co., Ltd to protect the rights of shareholders, especially minority shareholders [1][2] - It emphasizes the importance of maintaining the independence of the company and preventing the abuse of power by controlling shareholders [2][3] - The document establishes guidelines for corporate governance, information disclosure, and the transfer of control rights [6][11] 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 voting power [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] - The regulations aim to ensure compliance with relevant laws and improve the company's operational quality [1][2] Group 2: Corporate Governance - Controlling shareholders and actual controllers must maintain the company's independence and not abuse their rights to harm the company or other shareholders [2][3] - They are required to protect the integrity of the company's assets and not engage in unfair practices that could compromise the company's financial independence [9][10] - Measures must be taken to ensure the independence of personnel, finances, and business operations within the company [4][5][6] Group 3: Information Disclosure - Controlling shareholders and actual controllers must fulfill their information disclosure obligations accurately and timely, ensuring no misleading statements or omissions [18][19] - They are required to establish a management system for information disclosure, detailing the scope of significant information and reporting processes [19][20] - Any significant changes in shareholding or control must be promptly communicated to the company [22][23] Group 4: Share Trading and Control Transfer - Controlling shareholders and actual controllers must adhere to legal regulations when trading company shares and maintain control stability [29][30] - They must ensure that any transfer of control is fair and does not harm the interests of the company or other shareholders [30][31] - Prior to transferring control, they must rectify any violations such as fund occupation or illegal guarantees [31][32]
科力装备: 控股股东及实际控制人行为规范
Zheng Quan Zhi Xing· 2025-06-13 08:20
Core Viewpoint - The document outlines the regulations and guidelines for the behavior of controlling shareholders and actual controllers of Hebei Keli Automotive Equipment Co., Ltd, aiming to ensure the company's governance structure is sound and its development is healthy [1][2]. Group 1: General Principles of Behavior - Controlling shareholders and actual controllers must comply with laws, regulations, and the company's articles of association, exercising shareholder rights without harming the interests of the company and other shareholders [5][6]. - They are required to disclose their identities and cannot evade obligations and responsibilities [6][7]. - They must cooperate with the company's information disclosure and insider information registration work, ensuring the accuracy and completeness of disclosed information [8][9]. Group 2: Commitment and Good Faith - Controlling shareholders and actual controllers must strictly fulfill their commitments and take effective measures to ensure compliance [10][11]. - They should notify the company of any changes that may affect their ability to fulfill commitments [11][12]. - They are obligated to maintain the company's asset integrity and independence, avoiding any actions that could harm the company's interests [12][13]. Group 3: Independence and Fairness - Controlling shareholders and actual controllers must not interfere with the company's independence in personnel, finance, and operations [16][17]. - They are prohibited from engaging in unfair related transactions or using the company's resources for personal gain [18][19]. - They must protect the rights of minority shareholders and ensure fair treatment in transactions with the company [20][21]. Group 4: Share Trading Regulations - When trading company shares, controlling shareholders and actual controllers must adhere to legal and regulatory requirements for information disclosure [26][27]. - They are restricted from reducing their shareholdings under certain conditions, such as ongoing investigations or significant financial issues [30][31]. - Any share transfer must ensure the stability of the company's management and board [36][37]. Group 5: Information Disclosure Management - Controlling shareholders and actual controllers must establish a system for managing information disclosure, ensuring timely and accurate reporting of significant information [38][39]. - They are required to notify the company of any significant changes in their shareholding or operational status that could impact the company [40][41]. - Strict confidentiality measures must be taken regarding undisclosed significant information [42][43].