Shanghai Sk Automation Technology Co.Ltd(688155)
Code of conduct for directors, supervisors and senior managers
Chapter I General Provisions
Article 1 in order to regulate the behavior of directors, supervisors and senior managers of Shanghai Sk Automation Technology Co.Ltd(688155) (hereinafter referred to as “the company”, “the company” or “listed company”) and improve corporate governance, in accordance with the company 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”) The code of conduct is hereby formulated in accordance with the Listing Rules of Shanghai Stock Exchange on the science and Innovation Board (hereinafter referred to as the “Listing Rules of science and Innovation Board”), the governance standards of listed companies and other relevant laws, regulations and normative documents, as well as the provisions of Shanghai Sk Automation Technology Co.Ltd(688155) articles of Association (hereinafter referred to as the “articles of association”).
Article 2 these standards are applicable to the directors, supervisors and senior managers of the company.
Article 3 directors, supervisors and senior managers of the company shall consciously study the company law, securities law and relevant national laws, regulations and normative documents, constantly improve their quality and cultivation, enhance their legal awareness and modern enterprise management awareness, and master the latest policy guidance and economic development trend.
Article 4 the directors, supervisors and senior managers of the company shall be honest and trustworthy and shall not damage the legitimate rights and interests of investors, especially small and medium-sized investors.
Chapter II statement and commitment
Article 5 the directors, supervisors and senior managers of a listed company shall sign and submit the declaration and commitment of directors (supervisors and senior managers) to Shanghai Stock Exchange (hereinafter referred to as “Shanghai Stock Exchange”) within one month after taking office before the initial listing of the company’s shares. In case of significant changes in the matters stated (except for holding the company’s shares), the directors, supervisors and senior managers shall update and submit them within 5 trading days.
When signing the declaration and commitment of directors (supervisors and senior managers), it shall be witnessed by a lawyer. Article 6 the directors, supervisors and senior managers of the company shall perform the following duties and make commitments in the statement and commitment of directors (supervisors and senior managers):
(I) abide by and urge the company to abide by the relevant provisions of national laws, regulations and rules, and perform the obligations of loyalty and diligence;
(II) comply with and urge the company to comply with the rules, regulations, notices and other relevant requirements issued by the CSRC;
(III) comply with and urge the company to comply with the Listing Rules of the science and innovation board and other business rules, regulations and notices issued by the Shanghai Stock Exchange;
(IV) abide by and urge the company to abide by the articles of Association; (V) other duties that should be performed and other commitments that should be made by the Shanghai Stock Exchange.
The supervisor shall also promise to supervise the directors and senior managers of the company to earnestly perform their duties and strictly abide by the commitments made in the statement and commitment of directors (senior managers).
Chapter III Obligations of loyalty and diligence
Article 7 as directors and senior supervisors of the company, they have the duty of loyalty to all shareholders and senior managers of the company. Directors, supervisors and senior managers shall perform the obligations of loyalty and diligence, strictly abide by their commitments and safeguard the interests of the company and all shareholders.
Article 8 the directors of the company shall perform the following duties of loyalty and safeguard the interests of the company:
(I) safeguard the interests of the company and all shareholders, and shall not damage the interests of the listed company for the interests of the actual controller, shareholders, employees, himself or any other third party;
(II) without the consent of the general meeting of shareholders, they shall not seek business opportunities belonging to the company for themselves and their close relatives, and shall not operate similar businesses of the company on their own or entrust others;
(III) keep business secrets, do not disclose major information that has not been disclosed, do not use insider information to obtain illegal interests, and perform the non competition obligation agreed with the company after leaving the company;
(IV) other loyalty obligations stipulated in laws and regulations, the Listing Rules of the science and innovation board, other provisions of the Shanghai Stock Exchange and the articles of association.
Article 9 the directors of the company shall perform the following duties of diligence and shall not be lazy in performing their duties:
(I) ensure sufficient time and energy to participate in the company’s affairs and carefully judge the possible risks and benefits of the matters under consideration;
(II) in principle, the board of directors shall attend the meeting in person. If it is really necessary to authorize other directors to attend the meeting on their behalf, the trustee shall be carefully selected, and the authorized matters and decision-making intention shall be specific and clear, and full authorization shall not be allowed;
(III) actively understand and continuously pay attention to the operation and management of the company by consulting documents, asking responsible personnel, on-site investigation and research, and timely report relevant problems and risks to the board of directors. It is not allowed to claim exemption from liability on the grounds of being unfamiliar with the company’s business or not knowing relevant matters;
(IV) actively promote the standardized operation of the company, urge the company to fulfill its obligation of information disclosure, timely correct and report the company’s violations, and support the company to fulfill its social responsibility;
(V) other duties of diligence stipulated in laws and regulations, the Listing Rules of the science and innovation board, other provisions of the Shanghai Stock Exchange and the articles of association.
Article 10 the supervisors and senior managers of the company shall perform the obligations of loyalty and diligence with reference to the provisions of Articles 8 and 9.
Chapter IV information disclosure and confidentiality
Article 11 directors, supervisors and senior managers shall perform their reporting obligations and information disclosure obligations in strict accordance with relevant regulations, and ensure that the information reported and disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Article 12 If the directors, supervisors and senior managers learn that the controlling shareholder, actual controller and related persons of the company are under any of the following circumstances, they shall timely report to the board of directors or the board of supervisors of the company, and urge the company to perform the obligation of information disclosure in accordance with relevant regulations:
(I) change of control;
(II) being suspected of committing a crime and being taken compulsory measures according to law;
(III) major asset reorganization or debt reorganization of the company;
(IV) the actual controller of the company and other enterprises under its control have great changes in the same or similar business as the company;
(V) deterioration of business conditions and entering bankruptcy or dissolution procedures;
(VI) other events that may have a great impact on the trading price of securities and derivatives of Kechuang company.
Article 13 when the board of directors reviews the periodic report, the directors shall carefully read the full text of the periodic report. Focus on whether the contents are true, accurate and complete, whether there are major preparation errors or omissions, and whether there are abnormalities in the main financial and accounting data; And pay attention to whether the report of the board of directors comprehensively analyzes the company’s financial situation and operating results, and whether it fully discloses major events and uncertain factors that may affect the company.
The directors shall sign written confirmation opinions on the periodic report according to law, and shall not entrust others to sign, nor refuse to sign on the grounds of objection to the contents of the periodic report or disagreement with the audit institution.
If a director cannot guarantee the authenticity, accuracy and completeness of the contents of the periodic report or has objections to the contents of the periodic report, he shall express his opinions in the written confirmation opinions and explain the specific reasons. The board of directors of the company shall explain and announce the matters involved and their impact on the company.
Article 14 the company shall not disclose periodic reports that have not been examined and approved by the board of directors; If more than half of the directors cannot guarantee the authenticity, accuracy and integrity of the periodic report, it shall not be deemed to be reviewed and approved, and the science and innovation company shall re prepare the periodic report. If the periodic report is not reviewed or approved by the board of directors, the company shall disclose the reasons and existing risks, the special instructions of the board of directors and the opinions of independent directors.
Article 15 directors shall actively pay attention to the interests and affairs of the company and take the initiative to understand the operation of the company; If it is found that the company’s behavior or other third-party behavior may damage the interests of the company, it shall require the relevant parties to explain or correct it, and timely report to the board of directors. If necessary, it shall propose to convene the board of directors for deliberation.
The directors shall pay close attention to the major reports and market rumors about the company in the public media. If they find that the relevant information is inconsistent with the actual situation of the company and may have a great impact on the company’s stock trading or investment decision, they shall timely understand the situation, urge the company to find out the real situation and do a good job in information disclosure, and report to the exchange when necessary
Article 16 the directors shall actively cooperate with the company’s information disclosure to ensure that the company’s information disclosure is true, accurate, complete, fair, timely and effective.
The directors shall supervise the standardized operation of the corporate governance structure, actively promote the construction of various internal systems of the company, correct the acts inconsistent with relevant laws, regulations and articles of association in the daily operation of the company, and put forward suggestions to improve the corporate governance structure. When the directors find that the company or the directors and supervisors of the company are suspected of violations of laws and regulations, they shall require them to correct or stop them immediately and report to the board of directors, stock exchanges and other relevant regulatory authorities in a timely manner.
Article 17 the supervisor shall supervise the directors and senior managers of the company’s compliance with relevant laws and regulations and the articles of association, as well as the performance of their duties and the resolutions of the general meeting of shareholders. Directors and senior managers shall truthfully provide relevant information and materials to supervisors and shall not hinder supervisors from exercising their functions and powers.
During the performance of supervisory duties, the supervisor may propose to remove the directors and senior managers who violate the relevant provisions or resolutions of the preceding paragraph.
If the supervisor finds that the directors, senior managers, shareholders and actual controllers of the company violate the relevant losses in paragraph 1 of this article, he shall timely report to the board of directors and the board of supervisors, require the relevant parties to correct them, and report to the stock exchange.
Article 18 the supervisor shall review the periodic report according to law and sign a written confirmation on whether the contents of the periodic report are true, accurate and complete. He shall not entrust others to sign or refuse to sign for any reason. If the board of supervisors fails to approve the periodic report, the company shall re prepare the periodic report.
If the supervisor cannot guarantee the authenticity, accuracy and completeness of the contents of the periodic report, or has objections to the contents of the periodic report, he shall express his opinions in the written confirmation opinions and explain the specific reasons, and the company shall disclose them. Article 19 senior managers shall strictly implement the resolutions of the general meeting of shareholders, the resolutions of the board of directors and other relevant resolutions, and shall not change, refuse or passively implement relevant resolutions without authorization. In the process of implementing relevant resolutions, if the senior management finds that it is impossible to implement or continue to implement, which may damage the interests of the company, or there are major risks in the implementation, they shall timely report to the general manager or the board of directors, request the general manager or the board of directors to take countermeasures, and request the board of directors to perform the obligation of information disclosure in accordance with relevant regulations.
Article 20 senior managers shall carefully read the full text of the periodic report, focusing on whether the contents of the periodic report are true, accurate and complete, and whether there are significant differences with the quarterly report and semi annual report disclosed in the latest issue; And pay attention to whether the report of the board of directors comprehensively analyzes the company’s financial situation and operating results, and whether it fully discloses major events and uncertain factors that may affect the company. Senior managers shall sign written confirmation opinions on whether the periodic report is true, accurate and complete according to law, and shall not entrust others to sign or refuse to sign for any reason. If the senior managers cannot guarantee the authenticity, accuracy and completeness of the contents of the periodic report, or have objections to the contents of the periodic report, they shall express their opinions in the written confirmation opinions and explain the specific reasons, and the company shall disclose them. Article 21 where directors, supervisors and senior managers report major matters to the board of directors and the board of supervisors of the company, they shall notify the Secretary of the board of directors at the same time.
Article 22 directors, supervisors and senior managers shall timely read and verify the information disclosure documents published by the company on the information disclosure media designated by the CSRC (hereinafter referred to as the “media designated by the CSRC”). If they find that they are inconsistent with the resolutions of the board of directors and the board of supervisors or with the facts, they shall timely understand the reasons and submit them to the board of directors and the board of supervisors for correction. If the board of directors and the board of supervisors do not correct them, It shall report to the Shanghai stock exchange immediately.
Article 23 directors, supervisors and senior managers of the company shall not disclose insider information, conduct insider trading or cooperate with others to manipulate securities trading prices.
Article 24 If directors, supervisors and senior managers attend the general meeting of shareholders, the board of directors, the board of supervisors and the general manager’s office meeting, they shall not disclose the contents of the meeting without the obligation of communication, otherwise they will bear legal responsibility according to law.
Article 25 directors, supervisors and senior managers shall be cautious in their words and deeds when interviewed or communicated by the news media, and avoid major confidential and sensitive topics that may cause fluctuations in the secondary market price of the company’s shares or affect the company’s image without the authorization of the chairman of the board of directors or the board of directors.
Article 26 for the contents and matters required to be disclosed by relevant laws, regulations and normative documents, the company shall implement them with reference to the provisions of the information disclosure system.
Chapter V Management of shares and their changes
Article 27 before buying and selling the company’s shares and their derivatives, the directors, supervisors and senior managers of the company shall be aware of the provisions on insider trading, market manipulation and other prohibited acts in the company law, the securities law and other laws, administrative regulations, departmental rules, normative documents, the Listing Rules of the science and innovation board and other relevant provisions of the Shanghai Stock Exchange, and shall not conduct illegal transactions.
Article 28 the directors, supervisors and senior managers of the company shall not carry out margin trading with the company’s shares as the underlying securities.
Article 29 the company shall formulate a special system to strengthen the declaration, disclosure and supervision of directors, supervisors and senior managers’ holding of the company’s shares and trading of the company’s shares.
Article 30 the Secretary of the board of directors of the company is responsible for managing the identity of the directors, supervisors and senior managers of the company and the data and information of the company’s shares held by the directors, supervisors and senior managers, uniformly handling the online declaration of personal information for the directors, supervisors and senior managers, and regularly checking the disclosure of the trading of the company’s shares by the directors, supervisors and senior managers. The directors, supervisors and senior managers of the company shall disclose on the website of the stock exchange through the board of directors within 2 trading days of trading the company’s shares and their derivatives. The contents include: (I) the number of shares held before this change; (II) date, quantity and price of this share change; (III)
