1. A listed company may provide guarantee for the controlling shareholder:
(1) The external guarantee of a listed company must be reviewed by the board of directors or the shareholders' meeting;
(2) The articles of association of a listed company shall specify the authority of the shareholders' meeting and the board of directors to examine and approve external guarantees, and the accountability system for violating the examination and approval authority and review procedures;
(3) The external guarantee that should be approved by the shareholders' meeting must be reviewed and approved by the board of directors before it can be submitted to the shareholders' meeting for approval.
2. Legal basis: Article 12 1 of People's Republic of China (PRC) Company Law.
If a listed company purchases or sells major assets within one year or the amount of guarantee exceeds 30% of the company's total assets, it shall make a resolution at the shareholders' meeting, which shall be passed by more than two-thirds of the voting rights held by the shareholders present at the meeting.
2. What are the code of conduct for controlling shareholders?
The controlling shareholder may exert significant influence on the operation of the company, and the controlling shareholder shall regulate the following behaviors:
1. In the process of restructuring and reorganization of a joint stock limited company, the controlling shareholder shall ensure the separation of social functions and divestiture of its non-operating assets, and non-operating institutions and welfare institutions and facilities shall not enter the joint stock limited company;
2. The controlling shareholder has the obligation of good faith to the joint stock limited company and other shareholders. The controlling shareholder shall exercise the investor's rights over the joint stock limited company controlled by him in strict accordance with the law, and the controlling shareholder shall not damage the legitimate rights and interests of the joint stock limited company and other shareholders, and shall not use its special position to seek additional benefits;
3. The controlling shareholder should strictly follow the conditions and procedures stipulated in laws and regulations and the articles of association when nominating candidates for directors and supervisors of a joint stock limited company;
4. The controlling shareholder fails to perform any examination and approval procedures for the personnel election resolution of the shareholders' meeting and the personnel appointment resolution of the board of directors; Shall not exceed the shareholders' meeting and the board of directors to appoint or remove senior management personnel of the joint stock limited company;
5. Major decisions of a joint stock limited company shall be made by the shareholders' meeting and the board of directors according to law. The controlling shareholder shall not directly or indirectly interfere with the company's decision-making and production and business activities carried out according to law, and damage the rights and interests of the company and other shareholders;
6. The controlling shareholder and the joint stock limited company shall separate assets, finance, institutions and businesses, conduct independent accounting and bear responsibilities and risks independently.