实际控制人行为规范及信息问询制度》

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传化智联发布控股股东、实际控制人行为规范及信息问询制度 多举措保障公司规范运作与股东权益
Xin Lang Cai Jing· 2025-09-19 09:46
Core Viewpoint - The recent announcement by Transfar Zhilian Co., Ltd. regarding the "Behavior Norms and Information Inquiry System for Controlling Shareholders and Actual Controllers" aims to enhance corporate governance and ensure accurate, complete, and timely information disclosure [1][2]. Group 1: Governance Structure - The new system defines controlling shareholders and actual controllers, detailing their obligations to act in good faith and diligence towards the company and minority shareholders [1]. - It prohibits controlling shareholders and actual controllers from engaging in unfair related-party transactions that could harm the company and other shareholders' rights [1]. - The system emphasizes the independence of the company's assets, personnel, finance, organization, and business, mandating strict adherence to fairness in transactions [1]. Group 2: Commitment and Control - Controlling shareholders and actual controllers are required to take effective measures to ensure the fulfillment of commitments, with share transfers not affecting these commitments [2]. - The system mandates the protection of minority shareholders' rights and prohibits the exploitation of control positions for personal commercial gain [1][2]. Group 3: Share Trading Regulations - The system restricts controlling shareholders and actual controllers from using others' accounts or providing funds for share trading, ensuring compliance with relevant regulations and commitments [1]. - Share transfers must follow approval procedures and disclosure obligations, with a focus on balancing the interests of the company and minority shareholders [1]. Group 4: Information Disclosure Management - Controlling shareholders and actual controllers must establish an information disclosure management system, ensuring immediate notification to the company in specific situations and maintaining confidentiality of undisclosed significant information [2]. - The system will take effect upon approval by the board of directors and will be revised in accordance with future legal regulations or company articles [2].