Zhejiang Jiahua Energy Chemical Industry Co.Ltd(600273) code of conduct for controlling shareholders and actual controllers
March, 2002
Chapter I General Provisions
Article 1 in order to guide and regulate the behavior of the controlling shareholders and actual controllers of Zhejiang Jiahua Energy Chemical Industry Co.Ltd(600273) (hereinafter referred to as “the company”) and effectively protect the legitimate rights and interests of the company and other 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 securities law”) and the governance standards of listed companies These Regulations are formulated in accordance with the actual situation of the company, including the Listing Rules of Shanghai Stock Exchange (hereinafter referred to as the “Stock Listing Rules”), the self regulatory guidelines for listed companies of Shanghai Stock Exchange No. 1 – standardized operation and other laws, regulations and normative documents, as well as the Zhejiang Jiahua Energy Chemical Industry Co.Ltd(600273) articles of Association (hereinafter referred to as the “articles of association”) and other relevant provisions. Article 2 the controlling shareholders, actual controllers and their relevant personnel shall abide by the provisions of relevant laws and regulations of the securities market, promote the standardized operation of the company and improve the quality of the company.
Article 3 the controlling shareholders and actual controllers shall abide by the principle of good faith, exercise their rights in good faith in accordance with the provisions of laws, regulations and the articles of association, strictly fulfill their commitments, and seek the common development of the interests of the company and all shareholders.
Article 4 the profits of the listed company, the controlling shareholders, the controlling shareholders and other assets of the listed company shall not be directly or indirectly encroached upon, or the actual assets of the listed company shall not be directly or indirectly distributed by the controlling shareholders, the controlling shareholders or other means.
Chapter II corporate governance
Article 5 the controlling shareholders and actual controllers shall establish a system to clarify the decision-making procedures for major matters of the company and the specific measures to ensure the independence of the company, and establish the responsibilities, authorities and accountability mechanism of relevant personnel in the relevant work of the company.
Article 6 the controlling shareholders and actual controllers shall maintain the integrity of the company’s assets and shall not infringe on the company’s rights to possess, use, benefit and dispose of its legal person property:
Article 7 the controlling shareholder and the actual controller shall timely handle the transfer procedures of the assets invested or transferred to the company in accordance with the legal provisions and the contract.
Article 8 the controlling shareholders and actual controllers shall not affect the integrity of the company’s assets through the following ways:
(II) share trademarks, patents, non patented technologies, etc. with the company in a way that is obviously unfair;
(III) possess, use, profit from or dispose of the company’s assets free of charge or under obviously unfair conditions. Article 9 the controlling shareholders and actual controllers shall maintain the independence of the company’s personnel and shall not affect the independence of the company’s personnel in the following ways:
(I) influence the appointment and removal of the company’s personnel or restrict the performance of duties of the company’s directors, supervisors, senior managers and other personnel serving in the company by means other than exercising the rights of shareholders specified in relevant laws and regulations and the articles of Association;
(II) appoint the general manager, deputy general manager, Secretary of the board of directors and chief financial officer of the company to hold business management positions other than directors and supervisors in controlling shareholders or enterprises controlled by controlling shareholders; If the senior managers of the controlling shareholders concurrently serve as directors and supervisors of the company, they shall ensure that they have enough time and energy to undertake the work of the company.
(III) require the company to provide services free of charge;
(IV) make the company’s directors, supervisors, senior managers and other personnel working in the company make decisions or acts that harm the interests of the company.
Article 10 the controlling shareholders and actual controllers shall maintain the financial independence of the company and shall not affect the financial independence of the company in the following ways:
(I) share a bank account with the company or borrow a bank account of the company;
(II) non operational occupation of the company’s funds through borrowing, illegal guarantee and other means;
(III) control the company’s financial accounting or fund transfer through the financial accounting system or other management software;
(IV) require the company to pay or advance wages, welfare, insurance, advertising and other expenses. Article 11 the controlling shareholders and actual controllers shall maintain the independence of the company’s institutions:
The controlling shareholders and actual controllers shall support the independent operation of the company’s board of directors, board of supervisors, management, business operation departments or other institutions and their personnel, and shall not interfere with the establishment, adjustment or cancellation of the company’s institutions by means other than exercising the shareholders’ rights specified in relevant laws and regulations and the articles of association, or affect the company’s board of directors, board of supervisors, management Business operation departments or other institutions and their personnel restrict or exert other improper influence in exercising their functions and powers.
(I) the controlling shareholder and actual controller shall support and cooperate with the company to establish an independent production and operation mode, and shall not compete with the company in terms of business scope, business nature, customer object, product substitutability, etc., which may damage the interests of the company.
(II) the controlling shareholder and actual controller shall maintain the company’s independent decision-making in production and operation, internal management, external investment, external guarantee and other aspects, support and cooperate with the company to perform the internal decision-making procedures of major matters according to law, and participate in the decision-making of major matters of the company through the general meeting of shareholders by exercising the proposal right, voting right and other relevant laws and regulations and the rights of shareholders specified in the articles of association.
(III) the actual controller shall not take advantage of his control over the company to seek business opportunities belonging to the company. Article 13 in case of related party transactions between the controlling shareholders and actual controllers and the company, they shall follow the principles of procedural fairness and substantive fairness of related party transactions, and sign a written agreement, which shall not cause the company to transfer their interests. Article 14 the board of directors of the company shall establish a “freeze upon occupation” mechanism for the shares held by the controlling shareholder, that is, if it is found that the controlling shareholder embezzles the company’s assets, it shall immediately apply for judicial freezing. If it cannot be repaid in cash, it shall repay the embezzled assets by realizing its equity.
Chapter III information disclosure of controlling shareholders and actual controllers
Article 15 the controlling shareholders and actual controllers shall perform the obligation of information disclosure in strict accordance with the relevant provisions, and ensure that the information disclosed is timely, fair, true, accurate and complete, without false records, misleading statements or major omissions.
Article 16 the controlling shareholder and the actual controller shall designate relevant departments and personnel to be responsible for information disclosure and timely inform the company of the contact information of relevant departments and personnel.
Article 17 the controlling shareholders and actual controllers shall cooperate with the company’s information disclosure and insider registration, and timely respond to the company’s inquiries to ensure the authenticity, accuracy and completeness of the information and materials provided.
Article 18 in case of any of the following circumstances, the controlling shareholder or actual controller shall notify the company in writing on the day of the event and cooperate with the company’s information disclosure:
(I) the situation of holding shares or controlling the company has changed greatly, and the situation of the actual controller of the company and other enterprises under its control engaged in the same or similar business as the company has changed greatly;
(II) the court has ruled to prohibit the transfer of its shares, and more than 5% of its shares have been pledged, frozen, judicially marked, judicially auctioned, entrusted, set up trust or restricted voting rights according to law, or there is a risk of compulsory transfer of ownership;
(III) propose to carry out major asset reorganization, debt reorganization or business reorganization of the company;
(IV) entering bankruptcy or dissolution proceedings due to the deterioration of business conditions;
(V) there are rumors related to the controlling shareholder and actual controller, which may have a great impact on the trading price of the company’s shares and their derivatives;
(VI) being subject to criminal punishment, being suspected of violating laws and regulations, being filed for investigation by the CSRC, being subject to administrative punishment by the CSRC, or being subject to major administrative punishment by other competent authorities;
(VII) being suspected of serious violation of discipline and law or job-related crime, and being detained by the discipline inspection and supervision organ, which affects his performance of duties;
(VIII) being suspected of committing a crime and being taken compulsory measures;
(IX) other situations that may have a great impact on the trading price of the company’s shares and their derivatives.
In case of significant progress or changes in the matters specified in the preceding paragraph, the controlling shareholder and actual controller shall inform the company in writing of the relevant information they know, and cooperate with the company to fulfill the obligation of information disclosure.
Article 19 If any of the following circumstances occurs before the event specified in the preceding article is disclosed according to law, the controlling shareholder and actual controller shall immediately notify the company in writing to make an announcement and cooperate with the company’s information disclosure:
(I) the event is difficult to keep confidential;
(II) the event has been leaked or there are rumors in the market;
(III) abnormal transactions of the company’s securities and their derivatives.
Article 20 when the controlling shareholders and actual controllers require the company to provide undisclosed information such as foreign investment, financial budget data and financial final accounts data in order to perform their statutory duties, they shall do a good job in the registration and filing of insiders and undertake the obligation of confidentiality.
If the controlling shareholders and actual controllers are unable to complete the registration and confidentiality work specified in the preceding paragraph, they shall urge the company to disclose the information while providing the information in accordance with the principle of fair disclosure.
Article 21 in addition to the provisions of the preceding article, the controlling shareholders and actual controllers shall not call or consult the undisclosed financial, business and other information of the company.
Article 22 the controlling shareholders and actual controllers shall cooperate with the company to complete the inquiry, investigation and verification related to information disclosure. Upon receipt of the written inquiry letter from the company, the controlling shareholder and actual controller shall timely understand the real situation from relevant parties, reply in writing within the time limit, and provide relevant supporting materials to ensure the authenticity, accuracy and completeness of relevant information and materials.
Article 23 the controlling shareholder and the actual controller shall provide the company with the basic information of the actual controller and the persons acting in concert, and cooperate with the company to disclose the equity and control relationship between the company and the actual controller level by level. Article 24 Where a company is jointly controlled through investment relations, agreements or other arrangements, in addition to providing information in accordance with the provisions of the preceding article, it shall also inform the company in writing of the ways and contents of joint control.
Article 25 the controlling shareholders and actual controllers who own the rights and interests of the company by accepting entrustment or trust shall timely inform the company in writing of the situation of the trustor, the entrustment or trust contract and the main contents of other asset management arrangements, and cooperate with the company to fulfill the obligation of information disclosure.
Article 26 If there are reports or rumors related to the controlling shareholders and actual controllers in the public media that may have a significant impact on the trading price of the company’s securities and their derivatives, the controlling shareholders and actual controllers shall take the initiative to understand the real situation and inform the company of the relevant information in time for disclosure.
Article 27 the controlling shareholders and actual controllers shall not provide or disseminate undisclosed material information related to the company, or provide or disseminate false information, misleading statements, etc. when accepting media interviews, investor research or communicating with other institutions and individuals.
Article 28 the controlling shareholders, actual controllers and their related personnel shall keep confidential the undisclosed material information of the company they know for various reasons, shall not disclose or disclose the information, and shall not use the information to seek benefits.
Chapter IV other provisions
Article 29 when proposing a proposal, the controlling shareholder and the actual controller shall fully consider and explain the impact of the proposal on the interests of the company and other shareholders.
Article 30 the controlling shareholders and actual controllers shall cooperate with the company to protect the proposal rights, voting rights and other rights of other shareholders through online voting, cumulative voting, solicitation voting and other systems, and shall not restrict or obstruct the exercise of the legitimate rights of other shareholders for any reason or in any way.
Article 31 the controlling shareholder and the actual controller shall take effective measures to ensure the effective implementation of the commitments made by them. For the commitments with large performance risks, the controlling shareholder and the actual controller shall provide performance guarantees. If the guarantor or the subject matter of the performance guarantee changes, resulting in the inability or possible inability to perform the guarantee obligations, the controlling shareholder and the actual controller shall timely inform the company and disclose it, and provide a new performance guarantee at the same time.
Unless otherwise specified, the transfer of shares held by the controlling shareholder or actual controller before the completion of relevant commitments shall not affect the performance of relevant commitments.
Chapter V supplementary provisions
Article 32 The term “controlling shareholder” as mentioned in these specifications refers to the shareholder who holds more than 50% of the total share capital of the company, or the shareholder who holds less than 50% of the shares but has enough voting rights to have a significant impact on the resolutions of the general meeting of shareholders.
Article 33 The term “actual controller” as mentioned in these specifications refers to a person who is not a shareholder of the company but can actually control and influence the behavior of the company through investment relations, agreements or other arrangements.
Article 34 the relevant provisions of this code shall apply to the acts of controlling shareholders and actual controllers against the company’s controlling subsidiaries.
Article 35 the acts of the following subjects shall be regarded as the acts of the controlling shareholder and the actual controller, and the relevant provisions of this code shall apply mutatis mutandis:
(I) legal persons and other organizations directly or indirectly controlled by controlling shareholders and actual controllers (except the company and its controlling subsidiaries);
(II) if the controlling shareholder and actual controller are natural persons, their parents, spouses and children;
(III) the largest shareholder;
(IV) other entities recognized by the stock exchange.
Article 36 the contents not specified in these specifications shall be determined in accordance with relevant national laws, administrative regulations, departmental rules, stock listing rules and other relevant business rules.
Article 37 the board of directors of the company shall be responsible for the interpretation of these specifications.
Article 38 These Regulations shall come into force after being deliberated and approved by the general meeting of shareholders of the company, and the same shall apply to amendments Zhejiang Jiahua Energy Chemical Industry Co.Ltd(600273) 2022
