Shanghai Sk Automation Technology Co.Ltd(688155)
Code of conduct for controlling shareholders and actual controllers
Chapter I General Provisions
Article 1 in order to implement the principles of openness, fairness and impartiality of the securities market, regulate the behavior of the controlling shareholders and actual controllers of Shanghai Sk Automation Technology Co.Ltd(688155) (hereinafter referred to as the “company”), and effectively protect the legitimate rights and interests of the company and minority shareholders, these specifications are formulated in accordance with the company law, the securities law, other laws, administrative regulations, departmental rules and business rules, as well as the Shanghai Sk Automation Technology Co.Ltd(688155) articles of Association (hereinafter referred to as the “articles of association”). The controlling shareholders and actual controllers of the company shall abide by laws, regulations and the provisions of this specification.
Chapter II General principles
Article 2 the controlling shareholders, actual controllers and relevant personnel of the company 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 actual controller shall abide by the principle of good faith, exercise its rights in good faith in accordance with laws, regulations and the articles of association, strictly fulfill its commitments and seek the common development of the interests of the company and all shareholders
Article 4 the actual controller 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) other circumstances recognized by the CSRC and the bourse.
Article 5 the actual controller shall not abuse his rights, damage the interests of the company and other shareholders through related party transactions, profit distribution, asset restructuring, foreign investment and other means, and seek business opportunities belonging to the company. Chapter III corporate governance
Article 6 the actual controller and the company shall separate personnel, assets and finance, have independent institutions and businesses, and conduct independent accounting and bear responsibilities and risks independently.
Article 7 where the actual controller performs the duties of state-owned capital contributor in accordance with national laws and regulations or authorized by the competent authority, its provisions shall prevail.
Article 8 the actual controller 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 9 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 10 the actual controller shall maintain the integrity of the company’s assets and shall not affect the integrity of the company’s assets in the following ways:
(I) share production systems, auxiliary production systems and supporting facilities related to production and operation with production-oriented companies;
(II) share the business system and related assets related to operation with non production companies;
(III) share trademarks, patents, non patented technologies, etc. with the company in an unfair manner;
(IV) possess, use, profit from or dispose of the company’s assets free of charge or obviously unfair conditions. (V) failing to handle the transfer procedures of the assets invested or transferred to the company in time in accordance with the legal provisions and the contract;
(VI) other circumstances stipulated or recognized by relevant laws and regulations.
Article 11 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 or 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, financial director or secretary of the board of directors of the company to hold business management positions other than directors and supervisors in the company or enterprises controlled by the company;
(III) require the company to provide services free of charge;
(IV) instruct the company’s directors, supervisors, senior managers and other personnel serving in the company to implement
Decisions or actions that harm the interests of the company.
(V) other circumstances stipulated or recognized by relevant laws and regulations.
Article 12 the actual controller shall maintain the financial independence of the company. The actual controller 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. (V) other circumstances stipulated or recognized by relevant laws and regulations.
Article 13 if the actual controller provides daily financial services to the company through its subordinate financial company (hereinafter referred to as “financial company”), he shall, in accordance with the provisions of laws and regulations, urge the financial company and relevant parties to cooperate with the company in performing 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 company’s funds stored in the financial company, The dominant position shall not be used to force the company to accept the services of the finance company.
Article 14 the actual controller shall maintain the independence of the company’s institutions, support the independent operation of the company’s board of directors, board of supervisors, business operation departments or other institutions and their personnel, and shall not interfere with the establishment, adjustment or cancellation of the company’s institutions, or influence the company’s board of directors The board of supervisors, other institutions and their personnel restrict or exert other improper influence in the exercise of their functions and powers.
Article 15 the actual controller shall maintain the business independence of the company, 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, or take advantage of its control position to seek business opportunities belonging to the company.
Article 16 the 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 rights of shareholders specified in relevant laws and regulations such as proposal right and voting right and the articles of association.
Article 17 in case of related party transactions between the actual controller and the company, the principles of procedural fairness and substantive fairness of related party transactions shall be followed, and a written agreement shall be signed, which shall not cause the company to transfer its interests.
Chapter IV information disclosure
Article 18 the person in charge of the control department of the company shall disclose the information and contact the actual person in charge of the Department in time.
Article 19 the actual controller shall cooperate with the company’s information disclosure and insider registration, and shall not require or assist the company to conceal important information.
The actual controller shall cooperate with the company to complete the inquiry, investigation and verification related to information disclosure. If receiving the written inquiry letter of the company, the actual controller shall timely understand the real situation from the 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 20 in case of any of the following circumstances, the actual controller shall notify the company in writing on the day of the event and cooperate with the company’s information disclosure:
(I) change of control;
(II) major asset reorganization or debt reorganization of the company;
(III) deterioration of business conditions and entering bankruptcy or dissolution procedures;
(IV) the actual controller of the company and other enterprises under its control have undergone major changes in the same or similar business as the company;
(V) being suspected of committing a crime and being taken compulsory measures according to law;
(VI) other events that may have a great impact on the trading price of the company’s securities and their derivatives. In case of significant progress or change in the events mentioned in the preceding paragraph, the actual controller shall immediately inform the company of the progress or change and the possible impact.
In case of any of the following circumstances before the above-mentioned events are disclosed according to law, the 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 21 when the actual controller requires the company to provide undisclosed information such as foreign investment, financial budget data and financial final accounts data in order to perform its statutory duties, it shall cooperate with the company in the registration and filing of insiders and undertake the obligation of confidentiality.
If the actual controller is unable to complete the registration and confidentiality work specified in the preceding paragraph, it shall urge the company to disclose the information while providing the information in accordance with the principle of fair disclosure.
Article 22 in addition to the provisions of the preceding article, the actual controller shall not call or consult the undisclosed financial, business and other information of the company.
Article 23 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.
Where the company is jointly controlled through investment relations, agreements or other arrangements, in addition to providing information in accordance with the preceding article, it shall also inform the company in writing of the way and content of joint control.
The actual controller who owns the rights and interests of the company by accepting entrustment or trust shall timely inform the company in writing 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 24 If there are reports or rumors related to the actual controller in the public media that may have a great impact on the trading price of the company’s securities and their derivatives, the actual controller shall take the initiative to understand the real situation and inform the company of the relevant information in time for disclosure.
Article 25 the actual controller 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 26 the actual controller and its related personnel shall keep confidential the undisclosed material information of the company they know, shall not disclose or disclose the information, and shall not use the information to seek benefits.
Chapter V share trading and transfer of control
Article 27 the actual controller and the persons acting in concert shall abide by the provisions of laws and regulations, strictly abide by relevant statements and commitments, and shall not buy or sell the shares of the company by using the accounts of others or by providing funds to others.
Article 28 the actual controller shall strictly abide by the legal provisions on share transfer and various commitments made, and try to maintain the stability of the company’s equity structure.
Article 29 after the shares owned by the actual controller and the persons acting in concert have reached 5% of the issued shares of the company, through the Securities Trading (including block trading) or agreement transfer of the Shanghai Stock Exchange, for each increase or decrease of 5% of the shares owned by the actual controller in the issued shares of the company, the equity change report shall be prepared within three days from the date of occurrence of the fact and submitted to the CSRC The Shanghai Stock Exchange shall submit a written report, notify the listed company and make an announcement. From the date of the occurrence of the fact to three days after the announcement, it shall not buy or sell the shares of the listed company, except under the circumstances prescribed by the securities regulatory authority under the State Council. Article 30 Where the shares in which the actual controller and the persons acting in concert have interests reach or exceed 5% but not more than 20% of the issued shares of the company, they shall prepare a simplified equity change report.
Article 31 Where the shares in which the actual controller and the persons acting in concert have interests reach or exceed 20% but not more than 30% of the issued shares of the company, a detailed equity change report shall be prepared. If it meets the requirements, it shall also hire a financial consultant to issue verification opinions on the contents disclosed above.
Article 32 when the actual controller and its concerted parties hold 30% of the issued shares of the company through the securities trading of Shanghai Stock Exchange, and continue to increase their shares, they shall adopt the form of offer and issue a comprehensive offer or partial offer. If the equity shares of the company reach or exceed 30% of the issued shares of the company, the equity shares of the company shall not exceed 2% of the issued shares of the company every 12 months after the occurrence of the above facts. The actual controller shall not increase the shares of the company under the following circumstances:
(I) within 10 days before the disclosure of the company’s periodic report; If the company delays the announcement date of the periodic report due to special reasons, it shall be within the period from 10 days before the original scheduled announcement date to the actual announcement date of the periodic report;
(II) within ten days before the disclosure of the company’s performance express and performance forecast;
(III) within two trading days after knowing the event that may have a significant impact on the trading price of the company’s shares or in the process of decision-making;
(IV) the controlling shareholder and actual controller promise not to buy or sell the company’s shares within a certain period of time and within that period; (V) circumstances stipulated in the securities law;
(VI) other circumstances specified in relevant laws, regulations and normative documents.
Article 33 under any of the following circumstances, the actual controller shall not reduce its shares:
(I) the company or shareholders holding more than 5% of shares are suspected of securities and Futures Crimes, and less than 6 months have passed since the CSRC filed the case for investigation or the judicial organ filed the case for investigation, and after the administrative punishment decision and criminal judgment are made;
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