Keeson Technology Corporation Limited(603610)
Code of conduct for controlling shareholders and actual controllers
Chapter I General Provisions
Article 1 in order to further regulate the acts of the controlling shareholders and actual controllers of Keeson Technology Corporation Limited(603610) (“the company” or “the company”) and protect the rights and interests of the majority of shareholders, especially the minority shareholders, from damage, in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the standards for the governance of listed companies and the stock listing rules of Shanghai Stock Exchange These specifications are formulated in accordance with the guidelines on the behavior of controlling shareholders and actual controllers of listed companies on Shanghai Stock Exchange and the articles of association of the company.
Article 2 the “controlling shareholder” as mentioned in these Regulations 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 3 the term “actual controller” as mentioned in these specifications refers to a natural person, legal person or other organization that 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 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 persons and unincorporated organizations directly or indirectly controlled by controlling shareholders and actual controllers (except the company and its holding subsidiaries);
(II) if the controlling shareholder or actual controller is a natural person, his spouse, parents and children;
(III) the largest shareholder;
(IV) other entities recognized by the stock exchange.
Article 5 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 6 shareholders and controllers shall not exercise their rights and obligations in good faith in accordance with the provisions of the articles of association, and the actual controlling shareholders and controllers shall not exercise their rights and obligations in good faith in accordance with the provisions of the articles of association. Strictly fulfill its commitments and seek the common development of the interests of the company and all shareholders.
Article 7 the controlling shareholders and actual controllers of the company shall safeguard the independence of the company, and shall not abuse the rights and control position of shareholders, directly or indirectly occupy the funds and assets of the listed company through related party transactions, asset restructuring, foreign investment, guarantee, profit distribution and other means, damage the interests of the company and other shareholders, and shall not take advantage of the control position of the company to seek illegal interests.
Chapter II corporate governance
Article 8 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 9 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 occupy, use, benefit and dispose of its legal person’s property.
(I) 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;
(II) the controlling shareholders and actual controllers shall not affect the integrity of the company’s assets in the following ways: 1. Share production systems, auxiliary production systems and supporting facilities related to production and operation with production-oriented companies;
2. Share the business system and related assets related to operation with non production companies;
3. Share trademarks, patents and non patented technologies with the company in a way that is obviously unfair;
4. Possess, use, profit from or dispose of the company’s assets free of charge or under obviously unfair conditions;
5. 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;
6. Other circumstances specified by laws and regulations, relevant provisions of the stock exchange or recognized.
Article 10 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) affect the appointment and removal of the company’s personnel or restrict the performance of the duties of the company’s directors, supervisors and senior managers by exercising the right to propose, vote and other laws and regulations, the relevant provisions of the exchange and the shareholders’ rights specified in the articles of Association;
(II) appoint senior managers of the company to hold other administrative positions other than directors and supervisors in controlling shareholders, actual controllers or enterprises controlled by them;
(III) require the company’s personnel to provide services free of charge;
(IV) pay salaries or other remuneration to the senior management of the company;
(V) to cause the directors, supervisors, senior managers and other personnel working in listed companies to make decisions or conduct that harm the interests of the company;
(VI) other circumstances specified by laws and regulations, relevant provisions of the exchange or recognized.
Article 11 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 or borrow the company’s bank accounts and other financial accounts with the company, or deposit the company’s funds in any way into the accounts controlled by the controlling shareholders, actual controllers and their affiliates;
(II) non operating occupation of the company’s funds by various means;
(III) require the company to provide guarantee in violation of laws and regulations;
(IV) 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;
(V) other circumstances specified by laws and regulations, relevant provisions of the exchange or recognized by the exchange.
Article 12 If the controlling shareholders and actual controllers provide daily financial services to the company through their subordinate financial companies (hereinafter referred to as “financial companies”), they shall, in accordance with laws, regulations and relevant provisions of the stock exchange, urge the financial company and relevant parties to cooperate with the company to perform 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 13 controlling shareholders, actual controllers and other related persons shall not occupy the company’s funds in 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 borrow funds for its use (including entrusted loans) with compensation or free of charge, directly or indirectly;
(III) require the company to entrust it to carry out investment activities;
(IV) require the company to issue commercial acceptance bills without real transaction background, and provide funds in the form of purchase payment, asset transfer payment, advance payment, etc. when there is no consideration for goods and services or when it is obviously contrary to business logic;
(V) require the company to repay its debts on its behalf;
(VI) other circumstances specified by laws and regulations, relevant provisions of the exchange or recognized.
Controlling shareholders, actual controllers and other related persons shall not occupy the company’s funds in the form of “occupation during the period and return at the end of the period” or “small amount and multiple batches”.
Article 14 the controlling shareholders and actual controllers 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 restrict or exert other improper influence on the exercise of functions and powers of the company’s board of directors, board of supervisors, other institutions and their personnel.
Article 15 the controlling shareholders and actual controllers 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, and shall not take advantage of its control position over the company to seek business opportunities belonging to the company. The controlling shareholders and actual controllers shall take measures to avoid or eliminate horizontal competition with the company.
The controlling shareholders and actual controllers shall maintain the independent decision-making of the listed company in providing guarantees, support and cooperate with the company to perform the internal decision-making procedures and information disclosure obligations of external guarantees in accordance with the law and regulations, and shall not force, instigate or require the company and relevant personnel to provide guarantees in violation of regulations.
If the controlling shareholder or actual controller forces, instructs or requires the company to engage in illegal guarantee acts, the company and its directors, supervisors and senior managers shall refuse, and shall not assist, cooperate or acquiesce.
Article 16 the controlling shareholders and actual controllers shall abide by the principles of equality, voluntariness, equivalence and compensation in the related party transactions with the company, and sign a written agreement. They shall not require the company to conduct obviously unfair related party transactions with them, nor require the company to provide them with goods, services or other assets free of charge or under obviously unfair conditions, nor influence the independent decision-making of the company in any way, nor through fraud Damage the legitimate rights and interests of the company and minority shareholders by means of false statements or other improper acts.
Chapter III Information Disclosure
Article 17 the controlling shareholders and actual controllers shall perform the obligation of information disclosure in strict accordance with relevant provisions, and ensure that the information disclosed is timely, fair, true, accurate and complete, without false records, misleading statements or major omissions.
Article 18 the controlling shareholders and actual controllers shall formulate an information disclosure management system, which clearly stipulates the following contents:
(I) scope of major information related to the company;
(II) reporting process of undisclosed major information;
(III) Insider registration system;
(IV) confidentiality measures for undisclosed major information;
(V) the process of releasing information;
(VI) procedures for cooperating with the company’s information disclosure;
(VII) responsibilities and authorities of relevant personnel in information disclosure affairs;
(VIII) other information disclosure management systems.
Article 19 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 20 the controlling shareholders and actual controllers shall cooperate with the company’s information disclosure and insider registration, and shall not conceal or require or assist the company to conceal important information from the company.
Article 21 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) 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) 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 controlling shareholder and actual controller shall immediately inform the company of the progress or change and the possible impact.
Article 22 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 secret;
(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 23 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 24 except as provided in 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 25 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 company’s written confirmation letter, the company shall timely learn the truth from the relevant parties, reply in writing within the time limit, and provide relevant supporting materials to ensure relevant information and materials
Article 26 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 27 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, the controlling shareholders and actual controllers shall also inform the company in writing of the ways and contents of joint control.
Article 28 The trustor or the controlling shareholder shall timely disclose the contents of the trustor’s rights and interests or the actual performance of the trustor’s controlling shareholder’s rights and interests or other arrangements of the trust company, and shall timely inform the trustor of the actual performance of the trustor’s rights and interests or other means of cooperation with the company.
Article 29 If there are reports or rumors related to the controlling shareholder and actual controller in the media, which may have a great impact on the trading price of the company’s shares and their derivatives, the controlling shareholder and actual controller shall take the initiative to understand the real situation, inform the company of the relevant information in time and reply to the company’s inquiry.
Article 30 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 and investor research, or communicating with other institutions and individuals.
Article 31 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.
Article 32 the controlling shareholders and actual controllers who are responsible for the illegal acts of the company shall take the initiative and use the company’s equity and other assets held by them to compensate small and medium-sized investments according to law
