Henan Qingshuiyuan Technology Co.Ltd(300437)
Code of conduct for controlling shareholders and actual controllers
Chapter I General Provisions
Article 1 in order to further regulate the behavior of the controlling shareholders and actual controllers of Henan Qingshuiyuan Technology Co.Ltd(300437) (hereinafter referred to as the “company”), improve the corporate governance structure and protect the legitimate rights and interests of the company and minority shareholders, in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China (hereinafter referred to as the “company law”) and the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”) Shenzhen Stock Exchange GEM Listing Rules (hereinafter referred to as “GEM Listing Rules”), Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 2 – standardized operation of GEM listed companies This standard is formulated in combination with the actual situation of the company, in accordance with the relevant provisions of relevant laws and regulations such as the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 10 – management of share changes and the articles of association.
Article 2 the “controlling shareholder” as mentioned in these specifications refers to the shareholder whose shares account for more than 50% of the total share capital of the company, or whose proportion of shares is less than 50%, but whose voting rights are enough to have a significant impact on the resolutions of the general meeting of shareholders.
Article 3 the “actual controller” mentioned in this code refers to a natural person or legal person who can actually control the company’s behavior through investment relations, agreements or other arrangements, although he does not directly hold the company’s shares, or his direct shares do not reach the proportion required by the controlling shareholders.
Article 4 the acts of the following subjects shall be regarded as the acts of controlling shareholders and actual controllers, and the relevant provisions of this code shall apply:
(I) legal person or unincorporated organization directly or indirectly controlled by the controlling shareholder and actual controller;
(II) if the controlling shareholder or actual controller is a natural person, his spouse and minor children;
(III) other entities recognized by Shenzhen Stock Exchange. Other related parties of controlling shareholders and actual controllers and the company’s relevant acts shall be implemented with reference to the relevant provisions of this code.
Chapter II code of conduct of controlling shareholders
Article 5 the shareholders and actual controllers of the company shall abide by laws, administrative regulations, departmental rules, normative documents, GEM Listing Rules, these specifications, other relevant provisions of Shenzhen Stock Exchange and the public
The articles of association of the company, and exercise the rights of shareholders according to law, and shall not abuse the rights of shareholders to damage the interests of the company and other shareholders. Article 6 the controlling shareholders and actual controllers shall take practical measures to ensure the integrity of the company’s assets, personnel independence, financial independence, institutional independence and business independence, and shall not affect the independence of the company in any way. When exercising the voting rights, the controlling shareholders shall not make decisions detrimental to the legitimate rights and interests of the company and other shareholders.
Article 7 the controlling shareholders and actual controllers shall ensure the independence of the company’s personnel and shall not affect the independence of the company’s personnel in any of the following ways:
(I) influence the appointment and removal of the company’s personnel by means other than exercising the right to propose and vote;
(II) restrict the directors, supervisors, senior managers and other personnel in the company from performing their duties by means other than exercising the right to propose and vote;
(III) appoint senior managers of the company to hold positions other than directors in the company or the enterprises controlled by them;
(IV) pay salaries or other remuneration to the senior management of the company;
(V) ask the company’s personnel to provide services free of charge;
(VI) other circumstances identified by relevant laws, administrative regulations, departmental rules and normative documents and the stock exchange.
Article 8 the controlling shareholders and actual controllers shall ensure the financial independence of the company and shall not affect the financial independence of the company in any of the following ways:
(I) share bank accounts with the company;
(II) deposit the company’s funds into the accounts controlled by the controlling shareholders, actual controllers and their affiliates in any way;
(III) occupying the company’s funds;
(IV) require the company to provide guarantee in violation of laws and regulations;
(V) incorporate the company’s financial accounting system into the management system of controlling shareholders and actual controllers, such as sharing the financial accounting system or the controlling shareholders and actual controllers can directly query the company’s operation, financial status and other information through the financial accounting system;
(VI) provisions of relevant laws, administrative regulations, departmental rules and normative documents and Shenzhen Securities Exchange
Other circumstances identified by Yi.
Article 9 the controlling shareholders and actual controllers shall not occupy the company’s funds in any of the following ways:
(I) require the company to advance and bear wages, welfare, insurance, advertising and other expenses, costs and other expenses;
(II) require the company to repay its debts on its behalf;
(III) require the company to borrow funds for its use with compensation or free, directly or indirectly;
(IV) require the company to provide entrusted loans to it through banks or non bank financial institutions;
(V) require the company to entrust it to carry out investment activities;
(VI) require the company to issue commercial acceptance bills without real transaction background;
(VII) require the company to provide funds in other ways without consideration for goods and services;
(VIII) failing to repay the debts formed by the company’s guarantee liability in time;
(IX) require the company to provide funds to it through current accounts without commercial substance;
(x) the occupation of funds caused by transaction matters is not solved within the specified or commitment period;
（11） Other circumstances recognized by the CSRC and Shenzhen Stock Exchange.
Article 10 the controlling shareholders, actual controllers and other enterprises under their control shall ensure the business independence of the company and shall not affect the business independence of the company in any of the following ways:
(I) horizontal competition with the company;
(II) require the company to conduct unfair related party transactions with it;
(III) requiring the company to provide goods, services or other assets free of charge or under obviously unfair conditions;
(IV) other circumstances identified by relevant laws, administrative regulations, departmental rules and normative documents and Shenzhen Stock Exchange.
Article 11 the controlling shareholders and actual controllers shall ensure the integrity of the company’s assets and institutional independence, and shall not affect the integrity of the company’s assets and institutional independence in any of the following ways:
(I) share major machinery and equipment, plant, patented and non patented technologies with the company;
(II) share the raw material procurement and product sales system with the company;
(III) share institutions and personnel with the company;
(IV) restrict or impose other improper influence on the exercise of functions and powers of the board of directors, the board of supervisors and other institutions of the company by means other than the exercise of proposal right and voting right;
(V) other circumstances identified by relevant laws, administrative regulations, departmental rules and normative documents and Shenzhen Stock Exchange.
Article 12 the controlling shareholders, actual controllers and other enterprises under their control shall not directly or indirectly embezzle the company’s funds and assets by means of related party transactions, asset restructuring, advance expenses, foreign investment, guarantee, profit distribution and other means, and shall not directly or indirectly interfere in the company’s decision-making and carry out production and business activities according to law, Damage the interests of listed companies and other shareholders.
Article 13 the controlling shareholders and actual controllers shall use their control rights in good faith and shall not use their control rights to engage in acts detrimental to the legitimate rights and interests of the company and minority shareholders. When proposing a proposal, the controlling shareholders and actual controllers shall fully consider and grasp the impact of the proposal on the interests of the company and minority shareholders, fully protect the rights of minority shareholders such as proposal right, voting right and director nomination right, and shall not restrict or obstruct the exercise of their rights for any reason.
Article 14 when exercising the right to convene and propose the general meeting of shareholders, the shareholders of the company shall abide by the relevant laws, administrative regulations, departmental rules, normative documents, GEM Listing Rules, these specifications, other relevant provisions of Shenzhen Stock Exchange and the articles of association, do a good job in information confidentiality and shall not engage in insider trading.
Article 15 transactions between controlling shareholders, actual controllers and the company shall follow the principles of equality, voluntariness, equivalence and compensation, and shall not affect the independent decision-making of the company in any way, and shall not harm the legitimate rights and interests of the company and minority shareholders through fraud, false statements or other improper acts. Article 16 the controlling shareholders and actual controllers shall not take advantage of their control over the company to seek business opportunities belonging to the company.
Article 17 the controlling shareholders and actual controllers shall perform the obligation of information disclosure in strict accordance with the securities law, the measures for the administration of the acquisition of listed companies, the GEM Listing Rules and other relevant provisions, timely report and announce their acquisition, changes in share rights and interests and other information, and ensure that the disclosed information is true, accurate and complete without false records Misleading statements or major omissions shall not evade the performance of examination and approval procedures and information disclosure obligations in any way.
Article 18 the controlling shareholders, actual controllers and their related parties shall not buy or sell the shares of the company by using the accounts of others or providing funds to others, and shall not buy or sell the shares of the company within the following periods:
(I) within 30 days before the company’s annual report, if the date of the annual report is postponed due to special reasons, the original
From 30 days before the announcement date to the day before the announcement;
(II) within 10 days before the announcement of the company’s performance forecast and performance express;
(III) from the date of occurrence of major events that may have a significant impact on the company’s stock trading price or the date of entering the decision-making process to 2 trading days after disclosure according to law;
(IV) other periods stipulated by the CSRC and Shenzhen Stock Exchange.
Article 19 when transferring the control right of the company, the controlling shareholders and actual controllers shall pay attention to coordinating the replacement of new and old shareholders to prevent turbulence in the company and ensure the stable transition of the board of directors and the management of the company.
Article 20 the controlling shareholders and actual controllers shall truthfully fill in and timely update the relevant information in accordance with the requirements of the archives and information database of related parties of Shenzhen Stock Exchange, so as to ensure the authenticity, accuracy and integrity of the information provided. Article 21 under any of the following circumstances, the controlling shareholder and the actual controller shall publish a suggestive announcement two trading days before the first sale of the company’s shares through the Shenzhen securities trading system in accordance with the format and content required by the Shenzhen Stock Exchange:
(I) it is expected that the shares sold in the next six months may reach or exceed more than 5% of the total shares of the company; (II) other circumstances recognized by Shenzhen Stock Exchange. In case of the above circumstances, the prompt announcement issued shall include the following contents:
(1) The number of shares to be sold;
(2) The time of the proposed sale;
(3) Price range to be sold (if any);
(4) Reasons for reduction;
(5) Next step share change plan;
(6) Other contents required by Shenzhen Stock Exchange.
If the controlling shareholder or actual controller fails to publish a suggestive announcement in accordance with the above provisions, the sale of shares of the company through the Shenzhen securities trading system within any consecutive six months shall not reach or exceed 5% of the total shares of the company. If the controlling shareholder or actual controller purchases and sells the company’s shares through trust or other management methods, the relevant provisions in these specifications shall also apply.
Article 22 the controlling shareholders and actual controllers shall establish an information disclosure management system to clearly specify the scope, internal confidentiality, report and disclosure of the company’s major information.
Article 23 in case of any of the following circumstances, the shareholders or actual controllers who hold or control more than 5% of the shares of the company shall immediately notify the company and cooperate with it in performing the obligation of information disclosure:
(I) more than 5% of the shares of the company held and controlled by relevant shareholders are pledged, frozen, judicial auction, trusteeship or trust, or their voting rights are restricted according to law;
(II) relevant shareholders or actual controllers enter bankruptcy, liquidation and other states;
(III) major changes have taken place or are planned to take place in the shareholding or control of the company by relevant shareholders or actual controllers;
(IV) major asset or debt restructuring of the company by relevant shareholders or actual controllers;
(V) other circumstances recognized by Shenzhen Stock Exchange. In case of any significant change or progress in the above circumstances, the relevant shareholders or actual controllers shall timely notify the company, report to the Shenzhen Stock Exchange and disclose it.
Article 24 Where any of the following circumstances occurs before the company’s acquisition, change of relevant shares and interests, major asset or debt restructuring and other relevant information is disclosed according to law, the relevant shareholders or actual controllers shall timely notify the company to publish a prompt announcement to disclose the acquisition, change of relevant shares and interests Planning and existing facts of major asset or debt restructuring and other matters:
(I) relevant information has been leaked or there are rumors about the matter in the market;
(II) abnormal fluctuations in the trading of the company’s shares and their derivatives;
(III) relevant shareholders or actual controllers predict that relevant information is difficult to keep confidential;
(IV) other circumstances recognized by Shenzhen Stock Exchange.
Article 25 the controlling shareholders and actual controllers shall take strict confidentiality measures for the undisclosed material information related to the company. Major information that should be disclosed shall be notified to the company at the first time and fairly disclosed through the company, and shall not be disclosed in advance. In case of any leakage, it shall immediately notify the company, report to Shenzhen Stock Exchange, and urge the company to make an announcement immediately. In case of emergency, the controlling shareholder and actual controller may directly apply to Shenzhen stock exchange for suspension of the company’s shares.
Article 26 the controlling shareholders and actual controllers of the company shall not be directly accessed
