控股股东行为规范
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塞力医疗: 控股股东、实际控制人行为规范(2025年8月)
Zheng Quan Zhi Xing· 2025-08-29 16:51
Core Viewpoint - The document outlines the behavior norms for the controlling shareholders and actual controllers of Celis Medical Technology Group Co., Ltd., aiming to enhance corporate governance, protect the rights of the company and its shareholders, and ensure compliance with relevant laws and regulations [2]. Group 1: General Principles - The norms are established to improve the corporate governance structure and regulate the actions of controlling shareholders and actual controllers [2]. - Controlling shareholders and actual controllers must adhere to the principles of honesty and credit, exercising shareholder rights and fulfilling obligations in accordance with laws and regulations [2]. - They are required to maintain the company's independence and not abuse their control to harm the interests of the company and other shareholders [2][3]. Group 2: Corporate Governance - Controlling shareholders and actual controllers must ensure the integrity of company assets and maintain independence in personnel, finance, organization, and business operations [3][4]. - They are prohibited from affecting the company's asset integrity through unfair practices, such as sharing production systems or using company assets without proper compensation [3][4]. - The independence of company personnel must be maintained, and controlling shareholders cannot influence personnel decisions outside of their legal rights [5][6]. Group 3: Financial Independence - Controlling shareholders and actual controllers must not use company funds for non-operational purposes or require the company to provide illegal guarantees [5][6]. - They are prohibited from sharing financial accounts or systems that could compromise the company's financial independence [5][6]. Group 4: Information Disclosure - Controlling shareholders and actual controllers must fulfill their information disclosure obligations accurately and completely, avoiding any false statements or omissions [9][10]. - They are required to establish clear procedures for reporting significant undisclosed information and maintain confidentiality regarding insider information [10][11]. Group 5: Share Trading and Control Transfer - Controlling shareholders must comply with legal regulations when trading shares and report any significant changes in shareholding promptly [11][12]. - They are required to ensure that any transfer of control is fair and does not harm the interests of the company or other shareholders [12][15]. Group 6: Other Provisions - Controlling shareholders and actual controllers must not engage in actions that could directly or indirectly infringe upon the company's assets or interests [29][30]. - They are responsible for ensuring that their commitments are enforceable and must provide guarantees for commitments with significant performance risks [31][32].
巨一科技: 巨一科技控股股东、实际控制人行为规范(2025年8月)
Zheng Quan Zhi Xing· 2025-08-25 16:52
Core Viewpoint - The document outlines the regulations governing the behavior of the controlling shareholders and actual controllers of Anhui Juyi Technology Co., Ltd., aiming to enhance corporate governance and ensure the company's healthy development [1]. Group 1: General Principles - The regulations are established to ensure that controlling shareholders and actual controllers act in good faith and in accordance with laws and the company's articles of association [1][2]. - Controlling shareholders and actual controllers must not abuse their rights to harm the interests of the company and other shareholders [1][2]. Group 2: Corporate Governance - Controlling shareholders and actual controllers are required to maintain the company's independence and ensure the integrity of its assets, personnel, finances, institutions, and operations [2][3]. - They must not infringe upon the company's rights to its assets and must handle asset transfers in accordance with legal and contractual obligations [2][3]. - Measures must be taken to prevent conflicts of interest and ensure independent decision-making in personnel, financial, and operational matters [3][4][5]. Group 3: Information Disclosure - Controlling shareholders and actual controllers must designate responsible personnel for information disclosure and cooperate with the company's disclosure obligations [6][7]. - They are required to notify the company of significant events that may impact the company's securities and cooperate in the disclosure process [6][7]. - Confidentiality of undisclosed significant information must be maintained, and any media reports that could affect the company's securities must be promptly addressed [8][9]. Group 4: Share Trading and Control Transfer - Controlling shareholders and actual controllers must comply with legal regulations when trading company shares and maintain control stability [10][11]. - Any transfer of control must be fair and reasonable, ensuring that the rights of the company and other shareholders are not compromised [10][11]. - Prior to transferring control, due diligence on the transferee's qualifications and intentions is required to ensure a fair transaction [10][11]. Group 5: Other Provisions - Controlling shareholders and actual controllers must ensure that their commitments are enforceable and provide guarantees for commitments with significant performance risks [12][13]. - The document is subject to daily supervision by the securities exchange and requires compliance with relevant laws and regulations [13].
润本股份: 控股股东、实际控制人行为规范
Zheng Quan Zhi Xing· 2025-08-18 10:19
Core Viewpoint - The company has established regulations to ensure the proper conduct of its controlling shareholders and actual controllers, aiming to protect the rights of all shareholders, especially minority shareholders [1][2]. Group 1: Responsibilities of Controlling Shareholders and Actual Controllers - Controlling shareholders and actual controllers must comply with relevant laws and regulations, promote the company's standardized operations, and enhance overall company quality [2]. - They are required to act in good faith, fulfill shareholder obligations, and seek the common development of the company and all shareholders [2]. - They must maintain the company's independence and not abuse their control to seek illegal benefits or harm the rights of the company and other shareholders [2][3]. Group 2: Governance and Decision-Making - Controlling shareholders and actual controllers should establish systems to clarify decision-making processes for significant company matters and ensure the company's independence [3]. - They must support the independent operation of the company's board of directors and other institutions, avoiding interference in personnel decisions and operational independence [4][14]. Group 3: Financial Independence - Controlling shareholders and actual controllers must maintain the company's financial independence, avoiding any non-operational occupation of company funds and ensuring separate financial accounting systems [4][12]. - They are prohibited from using company funds for personal expenses or requiring the company to provide guarantees unlawfully [5][6]. Group 4: Information Disclosure - Controlling shareholders and actual controllers must fulfill information disclosure obligations, ensuring that disclosed information is timely, fair, truthful, accurate, and complete [19][20]. - They are required to notify the company of any significant changes in their shareholding or control status and cooperate with the company's information disclosure processes [9][10]. Group 5: Share Transfer and Control Stability - Controlling shareholders and actual controllers must maintain control stability and ensure that any transfer of control is fair and does not harm the company or other shareholders' rights [27][28]. - They must conduct due diligence on potential transferees before transferring control and ensure compliance with all obligations before such transfers [13][14].
维力医疗: 《维力医疗控股股东、实际控制人行为规范》(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-15 16:35
Core Points - 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 [2][3][4] Group 1: General Principles - The norms are established based on relevant laws and regulations, including the Company Law and Securities Law, to guide the actions of controlling shareholders and actual controllers [2] - The controlling shareholders and actual controllers must exercise their rights and fulfill their obligations in accordance with laws and regulations, ensuring the interests of the listed company are maintained [2][4] Group 2: Responsibilities and Conduct - Controlling shareholders and actual controllers are prohibited from abusing their control rights or harming the legitimate rights of the company and other shareholders [4][5] - They must strictly adhere to public statements and commitments made, and cannot unilaterally change or waive them [4][5] - They are required to fulfill information disclosure obligations and promptly inform the company of any significant events [4][5] - They must not occupy company funds in any manner or compel the company to provide illegal guarantees [4][5][6] - Engaging in insider trading, short-term trading, or market manipulation is strictly forbidden [4][5][6] Group 3: Independence and Governance - The document emphasizes the importance of maintaining the independence of the company’s assets, personnel, finances, and operations [5][6] - Controlling shareholders and actual controllers must not interfere with the independent operation of the company's board, audit committee, or other departments [6][7] - They are required to support the establishment of an independent business model and avoid any competition that may harm the company's interests [6][7] Group 4: Information Disclosure - Controlling shareholders and actual controllers must ensure that all disclosed information is truthful, accurate, complete, timely, and fair [10][11] - They are responsible for notifying the company of any significant changes in their shareholding or control status [11][12] - Confidentiality of undisclosed significant information must be maintained, and any leaks must be reported immediately [11][12] Group 5: Share Transfer and Control Stability - Any transfer of shares that may lead to a change in control must be fair, reasonable, and not harm the interests of the company or other shareholders [12][13] - Controlling shareholders and actual controllers must maintain control stability and assess risks associated with stock pledges [12][13] Group 6: Compliance and Accountability - The document mandates that controlling shareholders and actual controllers must comply with all relevant laws and regulations, and they are accountable for any violations [15][16] - They must provide guarantees for commitments with significant performance risks and inform the company of any changes affecting these guarantees [14][15]
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].
嘉化能源: 控股股东、实际控制人行为规范(2025年8月)
Zheng Quan Zhi Xing· 2025-08-05 16:20
Core Viewpoint - The document outlines the behavior norms for the controlling shareholders and actual controllers of Zhejiang Jiahua Energy Chemical Co., Ltd., aiming to protect the rights and interests of the company and its shareholders while ensuring compliance with relevant laws and regulations [1]. Group 1: General Principles - The norms are established to guide the actions of controlling shareholders and actual controllers, ensuring they comply with the Company Law, Securities Law, and other relevant regulations [1]. - Controlling shareholders and actual controllers must promote the company's standardized operations and improve its quality [2]. Group 2: Responsibilities and Prohibitions - Controlling shareholders and actual controllers are prohibited from encroaching on the company's funds and assets through various means, including related transactions and asset restructuring [2]. - They must exercise shareholder rights lawfully and not abuse their control to harm the company or other shareholders [2]. - They are required to fulfill public commitments and adhere to information disclosure obligations [2]. Group 3: Company Governance - Controlling shareholders and actual controllers must establish systems to clarify decision-making processes for significant company matters and ensure the company's independence [3]. - They are responsible for maintaining the integrity of company assets and must not infringe upon the company's rights to its property [4]. Group 4: Financial Independence - Controlling shareholders and actual controllers must ensure the company's financial independence and are prohibited from using company funds for non-operational purposes [5]. - They must not require the company to provide guarantees unlawfully or occupy company funds in any form [6]. Group 5: Information Disclosure - Controlling shareholders and actual controllers must strictly adhere to information disclosure obligations, ensuring that all disclosed information is timely, fair, and accurate [9]. - They are required to notify the company of significant changes in their shareholding or control status and cooperate with the company's disclosure processes [10]. Group 6: Other Provisions - Controlling shareholders and actual controllers must consider the impact of their proposals on the company and other shareholders [15]. - They are required to take effective measures to ensure the fulfillment of their commitments and provide guarantees for commitments with significant performance risks [15].
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
华平信息技术股份有限公司 控股股东、实际控制人行为规范 华平信息技术股份有限公司 第一章 总则 第一条 为贯彻证券市场公开、公平、公正原则,进一步完善华平信息技术 股份有限公司(以下简称"公司")的法人治理结构,规范控股股东、实际控制人 行为,切实保护公司和中小股东的合法权益,根据《中华人民共和国公司法》 第四条 本规范所称实际控制人,是指通过投资关系、协议或者其他安排, 能够实际支配公司行为的自然人、法人或者其他组织。 第五条 以下主体的行为视同控股股东、实际控制人行为,适用本规范相关 规定: 华平信息技术股份有限公司 控股股东、实际控制人行为规范 《中 华人民共和国证券法》 (以下简称《证券法》) 《上市公司治理准则(2025 修正)》 《深圳证券交易所创业板股票上市规则(2025 年修订)》(以下简称《上市规 则》)《深圳证券交易所上市公司自律监管指引第 2 号——创业板上市公司规范 运作(2025 年修订)》(以下简称《规范运作指引》)、《深圳证券交易所上 市公司自律监管指引第 18 号——股东及董事、高级管理人员减持股份(2025 修 订)》(以下简称《减持指引》)等法律、法规、部门规章、规范性文件 ...
章源钨业: 控股股东、实际控制人行为规范
Zheng Quan Zhi Xing· 2025-07-14 09:21
Core Viewpoint - The document outlines the governance and operational guidelines for Chongyi Zhangyuan Tungsten Co., Ltd, focusing on the responsibilities and obligations of controlling shareholders and actual controllers to ensure the protection of the company's and minority shareholders' rights [1][2][3]. Group 1: General Principles - Controlling shareholders must exercise their rights and fulfill obligations in accordance with laws and regulations, avoiding actions that harm the company or other shareholders' interests [5][6]. - Shareholders and actual controllers are required to maintain confidentiality regarding undisclosed significant information and refrain from insider trading or market manipulation [6][7]. - Major decisions of the company should be made by the shareholders' meeting and board of directors, without interference from controlling shareholders [9][10]. Group 2: Commitment and Good Faith - Controlling shareholders and actual controllers must make clear, specific, and enforceable commitments, ensuring compliance with laws and regulations [10][11]. - They are responsible for protecting the rights of minority shareholders and must not restrict their legitimate rights [12][13]. - Any misuse of control to gain illegal benefits is prohibited, and they must adhere to the company's articles of association [11][12]. Group 3: Independence Requirements - There must be a clear separation of personnel, assets, and finances between the controlling shareholders and the company to maintain operational independence [15][16]. - The company’s management should operate independently from the controlling shareholders, ensuring that no undue influence is exerted on personnel decisions [16][17]. - Controlling shareholders must not interfere with the company's financial activities or use company assets for personal gain [18][19]. Group 4: Information Disclosure - Controlling shareholders and actual controllers are required to cooperate with the company in fulfilling information disclosure obligations, ensuring that all disclosed information is accurate and complete [29][30]. - They must establish a management system for information disclosure, including protocols for handling undisclosed significant information [31][32]. - Any changes in shareholding or control that could impact the company must be promptly communicated to ensure transparency [33][34].