控股股东和实际控制人行为规范

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雅创电子: 控股股东和实际控制人行为规范 2025.8
Zheng Quan Zhi Xing· 2025-08-14 16:15
Core Viewpoint - The document outlines the regulations governing the behavior of controlling shareholders and actual controllers of Shanghai Yachuang Electronics Group Co., Ltd, aiming to ensure fairness, transparency, and the protection of minority shareholders' rights [2][19]. Group 1: General Principles - Controlling shareholders and actual controllers must prioritize the interests of the company and minority shareholders over their own when conflicts arise [4]. - They are prohibited from using related transactions or other means to misappropriate company funds or assets, thereby harming the interests of the company and other shareholders [4][6]. - They must adhere to their public commitments and cannot unilaterally change or terminate them [4][6]. Group 2: Independence and Decision-Making - Controlling shareholders and actual controllers must ensure the company's asset integrity, personnel independence, financial independence, and operational independence [5][19]. - They are not allowed to interfere with the company's decision-making processes or operations in a manner that harms the company or other shareholders [5][10]. - They must maintain the independence of the company's operations and support its internal decision-making processes [10][19]. Group 3: Information Disclosure - Controlling shareholders and actual controllers are required to fulfill their information disclosure obligations accurately and completely, avoiding any misleading statements or omissions [6][18]. - They must not leak any undisclosed significant information related to the company and are prohibited from insider trading or market manipulation [6][18]. - They should actively cooperate with the company in fulfilling its disclosure obligations and respond truthfully to inquiries from the Shenzhen Stock Exchange [6][18]. Group 4: Share Trading Regulations - Controlling shareholders and actual controllers must comply with relevant laws and regulations when buying or selling company shares, ensuring fair and transparent transactions [11][14]. - They are restricted from selling shares under certain conditions, such as during investigations or when the company is under regulatory scrutiny [14][36]. - Any transfer of control must be conducted fairly and must not harm the interests of the company or other shareholders [13][36]. Group 5: Compliance and Accountability - The document emphasizes the need for controlling shareholders and actual controllers to maintain stable control and ensure a smooth transition during any changes in ownership [13][15]. - They must report any significant changes in their shareholding or control status to the company and the Shenzhen Stock Exchange promptly [16][17]. - The board of directors is responsible for interpreting the regulations, which take effect upon approval by the shareholders' meeting [19].
维力医疗: 维力医疗控股股东、实际控制人行为规范(2025年7月修订稿)
Zheng Quan Zhi Xing· 2025-07-30 16:25
Core Viewpoint - The document outlines the behavior norms for the controlling shareholders and actual controllers of Guangzhou Weili Medical Equipment Co., Ltd., aiming to protect the rights and interests of the company and its shareholders while ensuring compliance with relevant laws and regulations [1][2]. Group 1: General Principles - The behavior norms are established to guide and regulate the actions of the controlling shareholders and actual controllers of the company [1]. - The norms apply to the controlling shareholders and actual controllers, who must exercise their rights and fulfill their obligations in accordance with laws and regulations [1][2]. - The controlling shareholders and actual controllers are required to maintain the company's interests and not abuse their control [1][3]. Group 2: Responsibilities and Obligations - Controlling shareholders and actual controllers must adhere to legal and regulatory requirements, including the obligation to disclose information and not misuse company funds [3][4]. - They are prohibited from engaging in insider trading, market manipulation, or any actions that could harm the company or its shareholders [3][4]. - The norms emphasize the importance of maintaining the independence of the company in terms of assets, personnel, finance, and operations [4][5]. Group 3: Information Disclosure - Controlling shareholders and actual controllers must fulfill their information disclosure obligations, ensuring that all disclosed information is truthful, accurate, and complete [9][10]. - They are required to cooperate with the company in its information disclosure efforts and must not conceal significant information [9][10]. - Any significant changes in their shareholding or control must be promptly reported to the company [10][11]. Group 4: Share Transfer and Control Stability - The controlling shareholders and actual controllers must maintain control stability and ensure that any share transfers do not adversely affect the company or its shareholders [11][12]. - They are required to conduct reasonable investigations into the qualifications and intentions of potential transferees before transferring control [12][13]. - Any violations, such as fund occupation or illegal guarantees, must be resolved before transferring control [12][13]. Group 5: Compliance and Enforcement - The norms stipulate that controlling shareholders and actual controllers must comply with the company's articles of association and relevant regulations [3][4]. - They are responsible for ensuring that their commitments are enforceable and must provide guarantees for commitments with significant performance risks [13][14]. - The document emphasizes the need for transparency and accountability in the actions of controlling shareholders and actual controllers [14][15].
御银股份: 控股股东和实际控制人行为规范(2025年修订)
Zheng Quan Zhi Xing· 2025-07-02 16:36
Core Viewpoint - The document outlines the behavior norms for the controlling shareholders and actual controllers of Guangzhou Yuyin Technology Co., Ltd., aiming to enhance corporate governance and protect the rights of all shareholders, especially minority shareholders [1][2]. Group 1: General Principles - Controlling shareholders must act in good faith and not misuse their control to harm the company or minority shareholders [2][3]. - They are required to exercise shareholder rights lawfully and fulfill their obligations without harming the company's or other shareholders' legal rights [3][4]. - Controlling shareholders must adhere to public commitments and disclosure obligations, and cannot engage in illegal activities such as insider trading or market manipulation [3][6]. Group 2: Protection of Minority Shareholders - In cases of conflict between the interests of controlling shareholders and minority shareholders, the former must prioritize the latter's legal rights [5]. - Controlling shareholders are responsible for compensating minority investors for any legal violations [5][6]. - They must ensure that minority shareholders can exercise their voting and proposal rights without obstruction [24]. Group 3: Share Trading Regulations - Controlling shareholders are prohibited from using others' accounts or providing funds to trade company shares [25]. - They must comply with fair disclosure principles and cannot exploit undisclosed significant information for profit [26][27]. - Any sale of shares that may lead to a change in control must consider the overall interests of the company and minority shareholders [28]. Group 4: Information Disclosure Management - Controlling shareholders must fulfill their information disclosure obligations, ensuring that all disclosed information is truthful, accurate, and complete [33][34]. - They are required to notify the company of significant changes that could impact stock prices and cooperate with the company's disclosure efforts [34][35]. - Strict confidentiality measures must be taken regarding undisclosed significant information, and any leaks must be reported immediately [36][37]. Group 5: Independence and Governance - The company must maintain independence in operations, finance, and personnel, ensuring that controlling shareholders do not interfere with management decisions [18][19]. - Controlling shareholders must not engage in activities that could compromise the company's asset integrity or operational independence [22][23]. - Major decisions should be made by the shareholders' meeting and board of directors without direct interference from controlling shareholders [44].
爱迪特: 控股股东、实际控制人行为规范
Zheng Quan Zhi Xing· 2025-07-02 16:25
Core Points - The document outlines regulations for controlling shareholders and actual controllers of Aidi Technology (Qinhuangdao) Co., Ltd to protect the rights of shareholders, especially minority shareholders [1][2][3] - It emphasizes the importance of compliance with relevant laws and regulations to ensure the company's proper operation and enhance its quality [2][3] - The document specifies the obligations of shareholders and actual controllers regarding information disclosure, particularly in cases of significant changes or events that may affect the company's stock price [3][4] Group 1: Shareholder and Controller Responsibilities - Controlling shareholders and actual controllers must adhere to the principles of honesty and integrity, exercising their rights in good faith and fulfilling commitments for the common development of the company and all shareholders [2][3] - They are prohibited from abusing their rights or engaging in transactions that could harm the company's assets or the legitimate rights of other shareholders [2][3][4] - Shareholders and actual controllers must promptly notify the company of any significant changes in their shareholding status or any legal issues that may affect their ability to fulfill obligations [4][5] Group 2: Information Disclosure - Shareholders and actual controllers are required to cooperate with the company in fulfilling its information disclosure obligations, especially during unusual stock price fluctuations or media reports that could impact the company's stock [3][4] - They must ensure that all disclosed information is truthful, accurate, and complete, avoiding any misleading statements or omissions [2][3] - In cases of significant events, such as mergers or acquisitions, shareholders must disclose their plans and any relevant information to the company and the stock exchange [4][5] Group 3: Independence and Fairness - The document mandates that controlling shareholders and actual controllers must maintain the independence of the company in terms of assets, personnel, finance, and operations [5][6] - They are required to ensure that the company operates independently and is not unduly influenced by their actions or interests [5][6] - Transactions between the company and its controlling shareholders must adhere to principles of equality, voluntariness, and fairness, avoiding any actions that could harm the company or minority shareholders [5][6][7] Group 4: Commitment and Compliance - Controlling shareholders and actual controllers must make clear, specific, and actionable commitments regarding their conduct and responsibilities [6][7] - They are responsible for ensuring that their commitments are fulfilled and must disclose any factors that may hinder their ability to meet these commitments [6][7] - The document outlines the consequences for failing to comply with commitments, including potential liability for damages to minority investors [6][7][8]
新时达: 控股股东和实际控制人行为规范(2025年6月)
Zheng Quan Zhi Xing· 2025-06-25 18:07
General Principles - The controlling shareholders and actual controllers of the company must comply with laws, regulations, and the company's articles of association, and accept supervision from the Shenzhen Stock Exchange [3][4] - They are required to exercise shareholder rights lawfully and not abuse control or harm the legitimate rights of the company or other shareholders [3][4] - They must fulfill public commitments and disclosure obligations, and not occupy company funds or engage in illegal activities [3][4][5] Responsibilities and Commitments - Controlling shareholders and actual controllers have a duty of loyalty and diligence towards the company and minority shareholders, prioritizing their interests over personal gains [4][5] - They must ensure that transactions with the company are fair and based on written agreements, avoiding any unfair related-party transactions [4][5] - They are required to provide accurate and complete information to the Shenzhen Stock Exchange and cooperate with the company's disclosure obligations [4][5][6] Independence and Asset Protection - The independence of the company's assets, personnel, finances, institutions, and operations must be guaranteed, preventing any influence from controlling shareholders or actual controllers [6][7] - They must not share financial accounts or occupy company funds in any form, ensuring financial independence [7][8] - The company must not be involved in any competition that could harm its interests due to the controlling shareholders' influence [8][9] Share Trading Regulations - Controlling shareholders and actual controllers must adhere to legal regulations when buying or selling company shares, ensuring the stability of control [10][11] - They must disclose any share trading plans to the Shenzhen Stock Exchange in advance and report on the progress of these plans [12][13] - Any transfer of control must be conducted fairly, considering the interests of the company and minority shareholders [11][12] Information Disclosure Management - A robust information disclosure management system must be established, covering the scope of significant information and the responsibilities of relevant personnel [33][34] - Controlling shareholders and actual controllers must promptly notify the company and the Shenzhen Stock Exchange of any significant changes in shareholding or control [34][35] - They are required to maintain confidentiality regarding undisclosed significant information and take immediate action in case of leaks [35][36]
上海沿浦: 上海沿浦精工科技(集团)股份有限公司控股股东和实际控制人行为规范
Zheng Quan Zhi Xing· 2025-06-25 16:47
Core Viewpoint - The document outlines the regulations and responsibilities of the controlling shareholders and actual controllers of Shanghai Yanpu Precision Technology (Group) Co., Ltd., emphasizing the importance of maintaining the company's independence and protecting the rights of all shareholders [1][2]. Group 1: General Principles - The controlling shareholders and actual controllers must act in good faith, comply with laws and regulations, and protect the company's and other shareholders' legitimate rights [1]. - They are prohibited from using their control to seek illegal benefits or occupy company funds and resources [1]. Group 2: Responsibilities of Controlling Shareholders and Actual Controllers - They must ensure compliance with laws, regulations, and the company's articles of association, and must not abuse their control to harm the company or other shareholders [2]. - They are required to fulfill information disclosure obligations accurately and timely, avoiding any false statements or omissions [2][3]. Group 3: Information Disclosure Management - Controlling shareholders and actual controllers must designate responsible personnel for information disclosure and cooperate with the company in fulfilling these obligations [4]. - They must maintain confidentiality regarding undisclosed significant information and not engage in insider trading or market manipulation [4][5]. Group 4: Maintaining Company Independence - They must ensure the company's asset integrity, personnel independence, financial independence, institutional independence, and business independence [5][6]. - They are prohibited from interfering with the company's operations or decision-making processes [9][10]. Group 5: Good Faith Exercise of Control - Controlling shareholders and actual controllers must not directly or indirectly infringe upon the company's funds or assets through various means [11]. - They must ensure that any transfer of control is fair and does not harm the company or other shareholders' interests [12][13]. Group 6: Final Provisions - The document defines controlling shareholders as those holding more than 50% of the company's shares or having significant voting power [14]. - The regulations will take effect upon approval by the company's shareholders' meeting and will be interpreted by the company's board of directors [14].
双乐股份: 控股股东和实际控制人行为规范
Zheng Quan Zhi Xing· 2025-05-13 11:26
General Principles - The company and its controlling shareholders 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 [2][3] - Controlling shareholders and actual controllers have a duty of honesty and must not abuse their control to seek illegal benefits [3][4] Responsibilities of Controlling Shareholders - Controlling shareholders must sign a declaration committing to comply with relevant laws and regulations, including disclosing their shareholding status and any legal violations [4][5] - They are required to ensure the company adheres to legal and regulatory standards, including the company's articles of association, and must not misuse their control to harm the company or other shareholders [5][6] Financial Independence - Controlling shareholders must maintain the financial independence of the company, avoiding any form of fund occupation or illegal guarantees [6][7] - They are prohibited from using company funds for personal expenses or requiring the company to provide guarantees unlawfully [7][8] Governance and Independence - The company must ensure its operational independence, and controlling shareholders should not interfere with personnel decisions or financial management [8][9] - Controlling shareholders must support the company's independent decision-making processes and not engage in actions that could harm the company's interests [9][10] Information Disclosure - The company and its controlling shareholders must adhere to strict information disclosure requirements, ensuring that all disclosed information is accurate and complete [12][13] - They must notify the company of any significant changes in their shareholding status or any legal issues that could impact the company [13][14] Share Transfer and Control Stability - Controlling shareholders must maintain control stability and ensure that any transfer of shares does not adversely affect the company or other shareholders [18][19] - They are required to conduct due diligence on potential buyers to ensure fair and reasonable transactions [19]