1. 1 In order to further guide and standardize the behaviors of controlling shareholders and actual controllers of listed companies and effectively protect the legitimate rights and interests of listed companies and other shareholders, these Guidelines are formulated in accordance with the Company Law, the Securities Law and the Listing Rules of Shanghai Stock Exchange (hereinafter referred to as the Listing Rules).
1.2 These Guidelines are applicable to the controlling shareholders and actual controllers of listed companies in Shanghai Stock Exchange (hereinafter referred to as the Exchange). The Exchange encourages the controlling shareholders and actual controllers of listed companies to further establish and improve relevant codes of conduct according to these Guidelines and their own actual conditions.
1.3 the controlling shareholder, actual controller and relevant personnel shall abide by the relevant laws and regulations of the securities market, standardize their own corporate governance and information disclosure procedures, be diligent and conscientious, promote the standardized operation of listed companies and improve the quality of listed companies.
1.4 the controlling shareholder and actual controller shall exercise their rights in accordance with the principles of honesty and trustworthiness, laws and regulations and the articles of association of the listed company, and strictly fulfill their public statements and commitments.
1.5 The controlling shareholder and the actual controller shall use their control rights in good faith and seek the common development of the interests of the company and other shareholders while pursuing their own interests. The controlling shareholder shall not abuse the right of control and harm the interests of listed companies and other shareholders through related party transactions, profit distribution, asset restructuring and foreign investment. Controlling Shareholders, Actual Controllers and Corporate Governance of Listed Companies
2. 1 The controlling shareholder and actual controller shall establish an internal control system, and define the decision-making procedures for major issues related to listed companies, specific measures to ensure the independence of listed companies, and the responsibilities, authorities and accountability mechanisms of relevant personnel engaged in securities market and listed companies.
2.2 The controlling shareholder and actual controller shall ensure the integrity of the assets of the listed company, and shall not infringe upon the right of the listed company to possess, use, profit from and dispose of the legal person's property.
2.2. 1 The controlling shareholder and actual controller shall handle the property right transfer formalities for the assets invested or transferred to the listed company in time according to the contract.
2.2.2 The controlling shareholder and actual controller shall not affect the asset integrity of the listed company in the following ways:
(1) Main machinery and equipment, delivery rooms, trademarks, patents, non-patented technologies, etc. Used with listed companies;
(2) occupying, controlling or disposing of the assets of a listed company without compensation or under obviously unfair conditions.
2.3 The controlling shareholder and actual controller shall ensure the independence of the personnel of the listed company, and shall not affect the independence of the personnel of the listed company in the following ways:
(1) Affecting the appointment and removal of personnel of listed companies by means other than exercising voting rights;
(2) Appointing the general manager, deputy general manager, financial controller or secretary of the board of directors of the listed company to hold positions other than directors and supervisors in the company or enterprises under its control;
(3) Restrict directors, supervisors, senior managers and other employees of listed companies from performing their duties by means other than exercising their voting rights;
(4) Paying the salaries or other remuneration of the senior management personnel of the listed company.
(5) requiring the personnel of listed companies to provide services for them free of charge.
(6) Instructing directors, supervisors, senior managers and other employees of a listed company to make decisions or acts that harm the interests of the listed company.
2.4 The controlling shareholder and actual controller shall ensure the financial independence of the listed company.
2.4. 1 The controlling shareholder and actual controller shall not affect the financial independence of the listed company in the following ways:
(1) Using or borrowing the bank account of a listed company;
(2) misappropriating the funds of a listed company by means of loans or illegal guarantees.
(3) Controlling the financial accounting and fund mobilization of listed companies through the financial accounting system or other management software;
(4) Requiring a listed company to pay or advance wages, welfare, insurance, advertising and other expenses or other expenses for it.
2.4.2 Where a controlling shareholder or actual controller provides services for a listed company through a subordinate financial company (hereinafter referred to as "the financial company"), it shall, in accordance with the provisions of laws and regulations, urge the financial company and relevant parties to cooperate with the listed company to fulfill the decision-making procedures and information disclosure obligations of related party transactions, supervise the standardized operation of the financial company, and ensure the safety of the funds deposited by the listed company in the financial company, and shall not use its dominant position to force the listed company to accept the services of the financial company.
2.4.3 In principle, the deposit interest rate of listed companies in financial companies shall not be lower than that of commercial banks and the deposit interest rates of controlling shareholders and actual controllers in financial companies other than listed companies.
2.4.4 In principle, the loan interest rate of a listed company in a finance company shall not be higher than the loan interest rate of the controlling shareholder, the commercial bank subordinate to the actual controller and other institutions except the listed company in the same period.
2.4.5 In principle, the fees charged by financial companies for providing other financial services to listed companies shall not be higher than the fees charged by commercial banks for providing similar financial services in the same period, nor shall they be higher than the fees charged by financial companies for providing similar financial services to institutions other than listed companies under the control of controlling shareholders and actual controllers.
2.4.6 When a listed company has related transactions with a finance company, it shall fulfill its internal decision-making procedures and information disclosure obligations as stipulated in the listing rules with three indicators: the maximum balance on deposit day, the total interest on loans involved in the year or the total amount of other financial service fees.
2.5 The controlling shareholder and actual controller shall ensure the institutional independence of the listed company.
2.5. 1 The controlling shareholder and actual controller shall not use institutions and personnel with the listed company.
2.5.2 The controlling shareholder and actual controller shall maintain the independent operation of the board of directors, the board of supervisors, the business operation department or other institutions and their personnel of the listed company, and shall not interfere with the establishment, adjustment or cancellation of the institutions of the listed company, or restrict or exert other improper influences on the exercise of functions and powers of the board of directors, the board of supervisors and other institutions and their personnel of the company by means other than exercising voting rights.
2.6 The controlling shareholder and actual controller shall ensure the business independence of the listed company.
2.6. 1 The controlling shareholder and actual controller shall support and cooperate with the listed company to establish an independent production and operation mode, and shall not directly or indirectly compete with the listed company in terms of business scope, business nature, customers and product substitutability.
2.6.2 The controlling shareholder and actual controller shall maintain the independent decision-making of the listed company in terms of production and operation, internal management, foreign investment and external guarantee. Support and cooperate with the internal decision-making procedures of listed companies in fulfilling major issues according to law, exercise the right to propose and vote through the shareholders' meeting, and participate in the decision-making of major issues of listed companies.
2.6.3 The actual controller shall not use his control position over the listed company to seek business opportunities belonging to the listed company.
2.7 The related party transactions between the controlling shareholder and the actual controller and the listed company shall follow the procedural fairness and substantive fairness of the related party transactions, and shall not result in the transfer of interests or waste of resources of the listed company.
2.7. 1 The controlling shareholder and actual controller shall provide the listed company with the basic information of the actual controller and its concerted parties, and cooperate with the listed company to disclose the equity and control relationship between the listed company and the actual controller step by step.
2.7.2 Where a listed company is jointly controlled through investment relations, agreements or other arrangements, it shall, in addition to providing relevant information in accordance with the provisions of the preceding article, inform the listed company in writing of the ways and contents of joint control.
2.7.3 The controlling shareholder or actual controller who owns the rights and interests of the listed company by accepting entrustment or trust shall promptly inform the listed company in writing of the main contents of the client, entrustment or trust contract and other asset management arrangements, and cooperate with the listed company to fulfill its information disclosure obligations.
2.7.4 The controlling shareholder and actual controller shall ensure the fairness and transparency of related party transactions with the listed company, and promise to compensate the listed company for the losses caused by unfair related party transactions.
2.8 The Exchange encourages controlling shareholders and actual controllers to reduce related party transactions of listed companies through major asset restructuring and overall listing. Information disclosure of controlling shareholders and actual controllers
3. 1 The controlling shareholder and actual controller shall perform their information disclosure obligations in strict accordance with relevant regulations, and ensure that the disclosed information is timely, truthful, accurate and complete, and there are no false records, misleading statements or major omissions.
3.2 The controlling shareholder and actual controller shall formulate the information disclosure management system, and clearly stipulate the following contents:
(a) the scope of major information involving listed companies;
(two) the reporting process of undisclosed major information;
(3) Insider registration system;
(4) Failure to disclose major information security measures;
(5) the process of releasing information to the outside world;
(six) to cooperate with the information disclosure procedures of listed companies;
(seven) the responsibilities and authority of the relevant personnel in the information disclosure affairs;
(eight) other information disclosure management system.
3.3 The controlling shareholder and actual controller shall designate a special person to be responsible for information disclosure, submit the relevant information of the special person to this Exchange and its listed companies in a timely manner, and update it in a timely manner.
3.4 The controlling shareholder and actual controller shall cooperate with the information disclosure of the listed company, answer the inquiries of the listed company in time, and ensure the truthfulness, accuracy and completeness of the information and materials provided.
3.4. 1 In case of any of the following circumstances, the controlling shareholder or actual controller shall notify the listed company in writing on the day of the incident and make an announcement to cooperate with the information disclosure of the listed company:
(1) Changes in control rights;
(2) Major asset restructuring or debt restructuring of the listed company;
(3) The business condition deteriorates and goes into bankruptcy or dissolution procedures;
(4) Restructuring of asset business;
(5) Other events that may have a greater impact on the trading prices of securities and their derivatives of listed companies.
When the events listed in the preceding paragraph make significant progress or change, the controlling shareholder and actual controller shall immediately inform the listed company of the progress or change and the possible impact.
3.4.2 The controlling shareholder and actual controller shall immediately notify the listed company in writing to make an announcement before the events specified in the preceding article of these Guidelines are disclosed according to law, and cooperate with the information disclosure of the listed company:
(a) the incident is difficult to keep secret;
(2) The incident has been leaked or there are rumors in the market;
(3) Abnormal trading of securities of listed companies and their derivatives.
3.4.3 When the controlling shareholder or actual controller requests the listed company to provide undisclosed information such as foreign investment, financial budget data and financial final accounts data, it shall also urge the listed company to disclose the information at the same time according to the principle of fair disclosure.
3.4.4 The controlling shareholder and actual controller shall not directly call or consult the undisclosed financial and business information of the listed company through information system networking.
3.4.5 The controlling shareholder and actual controller shall cooperate with the listed company to complete the inquiry, investigation and verification related to information disclosure. After receiving the written inquiry letter from the listed company, the controlling shareholder and actual controller shall know the real situation from the relevant parties in time, reply in writing within the prescribed time limit, and provide relevant certification materials to ensure the truthfulness, accuracy and completeness of relevant information and materials.
3.5 If there are reports or rumors related to the controlling shareholders and actual controllers in the public media, which may have a significant impact on the trading prices of securities and their derivatives of listed companies, the controlling shareholders and actual controllers shall take the initiative to know the real situation and inform the listed companies of relevant information in time for disclosure.
3.6 The controlling shareholder and actual controller shall not provide or disseminate undisclosed material information related to listed companies, or provide or disseminate false information or misleading statements when interviewed by the media, investigated by investors or communicated with other institutions and individuals.
3.7 The controlling shareholder, actual controller and relevant personnel shall keep confidential the undisclosed major information of the listed company that they know for various reasons, and shall not disclose or divulge the information, and shall not use the information for profit.
3.8 The controlling shareholder and actual controller of a listed company that issues securities and their derivatives at the same time at home and abroad shall disclose important information concerning the listed company in the overseas market through the listed company at the same time in the domestic market. Share trading and transfer of control rights
4. 1 The controlling shareholder and actual controller shall abide by the provisions of laws and regulations and abide by relevant statements and commitments when buying and selling shares of listed companies through securities trading on the stock exchange, and shall not use other people's accounts or provide funds to others to buy and sell shares of listed companies.
4.2 After holding 5% of the issued shares of a listed company, the controlling shareholder or actual controller increases or decreases the proportion of the held shares in the issued shares of the listed company by 5% through stock exchange transactions, agreement transfer, etc., and shall prepare a report on the change of rights and interests within 3 days from the date of this fact, submit a written report to the China Securities Regulatory Commission and the stock exchange, send a copy to the dispatched office, notify the listed company and make an announcement.
4.3 If the controlling shareholder or actual controller holds more than 5% but not more than 30% of the issued shares of the listed company, a detailed report on the change of rights and interests shall be prepared. If it meets the requirements, a financial consultant shall be hired to issue a verification opinion.
4.4 When the controlling shareholder or actual controller holds 30% of the shares of the listed company through the securities trading of the stock exchange and continues to increase the shares, it shall make an offer in the form of a comprehensive offer or a partial offer.
If the number of shares holding the rights and interests of a listed company reaches or exceeds 30% of the company's issued shares, and the number of shares holding the rights and interests does not exceed 2% of the company's issued shares within 12 months after the date of the above facts, the company may increase its holdings first, and then submit an application document for exemption from tender offer to the China Securities Regulatory Commission.
4.5 The controlling shareholder and actual controller shall not increase the shares of a listed company under the following circumstances:
(a) before the disclosure of the periodic report of the listed company 10 days;
(2) Within 10 days before the disclosure of the performance report and performance forecast of the listed company;
(3) If the controlling shareholder or actual controller conducts securities trading through the stock exchange, it shall be within the time limit specified in the equity change report and announcement and within 2 days after the release of the report and announcement;
(4) Within 2 trading days after being informed of an event that may have a significant impact on the stock trading price of a listed company or during the decision-making process;
(5) The controlling shareholder and actual controller promise not to buy or sell within a certain period of time;
(6) The circumstances specified in Articles 47 and 98 of the Securities Law;
(seven) other circumstances stipulated by relevant laws, regulations and normative documents.
4.6 If the controlling shareholder or actual controller who holds the ticket to lift the restricted shares expects that the number of shares to be sold publicly in the next month will exceed 65,438+0% of the total shares of the company, he shall abide by the relevant rules of this Exchange and the Securities Depository and Clearing Corporation and transfer the shares through the commodity trading system of this Exchange.
4.7 The controlling shareholder and actual controller shall not transfer the shares that have been released from the restricted sale within 30 days before the announcement of the annual report and interim report of the listed company.
4.8 When the controlling shareholder and actual controller agree to transfer the control right, they shall ensure that the transaction is fair, just and reasonable, and shall not use the transfer of control right to damage the legitimate rights and interests of listed companies and other shareholders.
4.8. 1 Before the controlling shareholder and actual controller agree to transfer the control right, they shall make a reasonable investigation on the subject qualification, credit status, transferee's intention and performance ability of the intended transferee to ensure that the transaction is fair, just and reasonable, and shall not use the transfer of control right to damage the legitimate rights and interests of listed companies and other shareholders.
4.8.2 Before the transfer of the control agreement, if the controlling shareholder or actual controller occupies the funds of the listed company and the legitimate rights and interests of other shareholders, measures shall be taken to eliminate them; If the listed company has outstanding debts, or the guarantee provided by the listed company for its debts has not been lifted, it shall cooperate with the listed company to put forward a solution; If there are unfulfilled commitments, measures should be taken to ensure that the performance of the commitments will not be affected.
4.8.3 When the controlling shareholder and actual controller transfer the control right of the company, they should pay attention to and coordinate the replacement of new and old shareholders to ensure the smooth transition of the board of directors and management of the listed company.
4.9 Where the controlling shareholder or actual controller buys or sells shares of a listed company by trust, entrustment or other means, the provisions of this section shall apply. Other special provisions
5. 1 The controlling shareholder and actual controller shall regularly organize and participate in the training organized by the securities regulatory authorities, strengthen the awareness of corporate governance, and complete relevant assessments according to the requirements of the securities regulatory authorities.
5.2 When proposing a proposal, the controlling shareholder and actual controller shall fully consider and explain the impact of the proposal on the interests of listed companies and minority shareholders. The Exchange encourages controlling shareholders and actual controllers to limit their voting rights to less than 30% of the total voting rights when voting on refinancing, profit distribution or other relevant proposals that have a significant impact on the rights and interests of small and medium-sized investors, and make specific provisions in the articles of association of the listed company.
5.3 The controlling shareholder and actual controller shall cooperate with the listed company to protect other shareholders' rights, such as the right to propose and vote, through online voting, cumulative voting and solicitation of voting rights, and shall not restrict or hinder the exercise of their legitimate rights for any reason or way.
5.4 The controlling shareholder and actual controller shall take effective measures to ensure that their commitments can be effectively fulfilled. For commitments with high performance risks, the controlling shareholder and actual controller shall provide performance guarantees recognized by this Exchange. If the guarantor or performance collateral changes, which leads to the inability or possible inability to perform the guarantee obligations, the controlling shareholder and actual controller shall promptly inform the listed company and disclose it, and provide a new performance guarantee.
Unless otherwise specified, if the controlling shareholder or actual controller transfers the company's shares before the performance of relevant commitments, it will not affect the performance of relevant commitments. supplementary terms
6. 1 The controlling shareholder mentioned in these Guidelines refers to the shareholder who holds more than 50% of the company's total share capital; Or shareholders who hold less than 50% of the shares, but enjoy enough voting rights and have a significant impact on the resolutions of the shareholders' meeting.
6.2 The "actual controller" as mentioned in these Guidelines refers to the person who is not a shareholder of the company but can actually control and influence the company's behavior through investment relations, agreements or other arrangements.
6.3 The relevant provisions of these Guidelines are applicable to the actions taken by controlling shareholders and actual controllers against subsidiaries of listed companies.
6.4 The actions of the following entities shall be regarded as the actions of controlling shareholders and actual controllers, and the relevant provisions of these Guidelines shall apply:
(1) A legal person or unincorporated organization directly or indirectly controlled by the controlling shareholder or actual controller;
(2) If the controlling shareholder and actual controller are natural persons, their spouses and children;
(3) Other entities identified by this Exchange.
6.5 The meanings of terms not defined in these Guidelines shall be determined in accordance with relevant national laws, administrative regulations, departmental rules, the Stock Listing Rules of this Exchange and other relevant business rules.
6.6 The Exchange shall be responsible for the interpretation of these Guidelines.
6.7 These Guidelines shall come into force on X, 2009.