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Governance Rules for Companies Listed on the National Equities Exchange and Quotations

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  • Time of issue:2020-04-09
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(Summary description)Article 1 In order to regulate the organization and behavior of listed companies, improve the governance level of listed companies, and protect the legitimate rights and interests of investors, according to the "Company Law", "Securities Law", "Measures for the Supervision and Administration of Unlisted Public Companies" and other laws and regulations and departmental rules, formulate this rule.

Governance Rules for Companies Listed on the National Equities Exchange and Quotations

(Summary description)Article 1 In order to regulate the organization and behavior of listed companies, improve the governance level of listed companies, and protect the legitimate rights and interests of investors, according to the "Company Law", "Securities Law", "Measures for the Supervision and Administration of Unlisted Public Companies" and other laws and regulations and departmental rules, formulate this rule.

  • Categories:Corporate News
  • Author:
  • Origin:
  • Time of issue:2020-04-09
  • Views:0
Information

A company listed on the National Equities Exchange and Quotations System

governance rules

 

Chapter 1 General Provisions

 

Article 1 In order to regulate the organization and behavior of listed companies, improve the governance level of listed companies, and protect the legitimate rights and interests of investors, according to the "Company Law", "Securities Law", "Measures for the Supervision and Administration of Unlisted Public Companies" and other laws and regulations and departmental rules, formulate this rule.

Article 2 These Rules are applicable to companies whose stocks are listed for public transfer on the National Equities Exchange and Quotations (hereinafter referred to as the National Equities Exchange and Quotations) (hereinafter referred to as the listed companies).

Article 3 A listed company shall, in accordance with the provisions of laws and regulations, departmental rules and the business rules of the National Equities Exchange and Quotations System, establish and improve its corporate governance mechanism and internal control mechanism, improve its articles of association and the rules of procedure and operation mechanism of the general meeting of shareholders, the board of directors and the board of supervisors, and regulate directors , supervisors, and senior management personnel, perform information disclosure obligations, and take effective measures to protect the legitimate rights and interests of the company's shareholders, especially minority shareholders.

The National Equities Exchange and Quotations Co., Ltd. (hereinafter referred to as the National Equities Exchange and Quotations) may formulate differentiated self-discipline management systems for listed companies at different market levels.

Article 4 A listed company shall, in accordance with the regulations of the department, business rules and the agreement on continuous supervision, accept the guidance and supervision of the lead securities company, cooperate with the verification work, and create necessary conditions for the lead securities company to carry out continuous supervision work.

Article 5 The listed company and its directors, supervisors, senior managers, shareholders, actual controllers, acquirers, counterparties in major asset restructuring transactions, bankruptcy administrators and other natural persons, institutions and their relevant personnel, leading securities firms, accounting firms, lawyers Firms, other securities service institutions and practitioners shall abide by laws and regulations, departmental rules and business rules, be honest and trustworthy, and consciously accept the self-discipline management of NEEQ.

Article 6 In the listed company, according to the provisions of the "Company Law", the organization of the Communist Party of China is established to carry out the party's activities. The listed company shall provide necessary conditions for the activities of the Party organization.

According to the "Company Law" and relevant regulations, the state-owned holding listed company has written the relevant requirements of party building work into the company's articles of association in light of the actual situation of the enterprise's equity structure, operation and management.

 

Chapter II General Meeting of Shareholders, Board of Directors and Board of Supervisors

 

Section 1 Shareholders' Meeting

 

Article 7 A listed company shall stipulate in its articles of association the responsibilities of the general meeting of shareholders, as well as the procedures for convening, convening and voting, and standardize the operating mechanism of the general meeting of shareholders.

A listed company shall formulate rules of procedure for the general meeting of shareholders, which shall be included in the company's articles of association or as an annex to the articles of association.

Article 8 The general meeting of shareholders of a listed company shall exercise its functions and powers within the scope stipulated in the Company Law and the articles of association of the company.

A listed company shall stipulate in its articles of association the principle of authorization of the board of directors by the general meeting of shareholders, and the content of authorization shall be clear and specific. The general meeting of shareholders shall not delegate its statutory functions and powers to the board of directors.

Article 9 A listed company shall convene an extraordinary general meeting of shareholders and an annual general meeting of shareholders in strict accordance with the provisions of laws and regulations, departmental rules, business rules and the company's articles of association to ensure that shareholders can exercise their rights in accordance with the law. The annual general meeting of shareholders shall be held once a year and shall be held within 6 months after the end of the previous fiscal year; the extraordinary general meeting of shareholders shall be held irregularly, and if there is a circumstance that an extraordinary general meeting of shareholders shall be held according to the Company Law, it shall be held within 2 months . If the general meeting of shareholders cannot be held within the aforesaid period, the listed company shall promptly notify the sponsoring securities firm, and disclose an announcement explaining the reasons.

Article 10 The board of directors of a listed company shall earnestly perform its duties and convene the general meeting of shareholders on time within the time limit specified in Article 9 of these Rules. All directors shall be diligent and conscientious to ensure the normal convening of the general meeting of shareholders and the exercise of their functions and powers in accordance with the law.

The board of supervisors has the right to propose to the board of directors to convene an extraordinary general meeting, which shall be made in writing. If the board of directors does not agree to convene, or fails to give written feedback within 10 days after receiving the proposal, the board of supervisors shall convene and preside over the extraordinary general meeting on its own.

Shareholders who individually or collectively hold more than 10% of the company's shares may propose in writing to the board of directors to convene an extraordinary general meeting; if the board of directors does not agree to hold an extraordinary general meeting, or if no feedback is made within 10 days after receiving the proposal, the above shareholders may propose in writing to the supervisory committee to convene an extraordinary general meeting of shareholders . If the board of supervisors agrees to convene, it shall issue a notice of convening the general meeting of shareholders within 5 days after receiving the proposal; if the notice is not issued within the prescribed time limit, it shall be deemed that the board of supervisors has not convened and presided over the general meeting of shareholders, and has held the company 10 or more individually or in aggregate for more than 90 consecutive days. Shareholders holding more than % of the shares can convene and preside over the extraordinary general meeting on their own. Before the resolution of the general meeting of shareholders is announced, the total shareholding ratio of the shareholders convening the general meeting of shareholders shall not be less than 10%.

Where the board of supervisors or shareholders convene a general meeting of shareholders on their own in accordance with the law, the board of directors and the person in charge of information disclosure affairs of the listed company shall cooperate and perform information disclosure obligations in a timely manner.

Article 11 The content of the proposals of the shareholders' general meeting shall comply with the relevant provisions of laws and regulations and the company's articles of association, fall within the scope of the powers of the shareholders' general meeting, and have clear topics and specific resolutions.

Article 12 To hold a general meeting of shareholders, a notice shall be sent to all shareholders in the form of an announcement of the time, place and matters to be reviewed in accordance with relevant regulations. The notice of the general meeting of shareholders shall specify the time and place of the meeting, and determine the date of registration of shareholdings. The interval between the equity registration date and the meeting date shall not be more than 7 trading days, and shall be later than the disclosure time of the announcement. Once the equity registration date is determined, it cannot be changed.

Article 13 Shareholders who individually or collectively hold more than 3% of the company's shares may put forward an interim proposal and submit it in writing to the convener 10 days before the general meeting of shareholders; the convener shall issue a supplementary notice of the general meeting within 2 days after receiving the proposal, and will The interim proposal was submitted to the general meeting of shareholders for deliberation.

Except as provided in the preceding paragraph, after the notice of the general meeting of shareholders is issued, the convener shall not revise or add new proposals. The general meeting of shareholders shall not vote and make resolutions on proposals that are not listed in the notice of the general meeting of shareholders or that do not comply with laws, regulations and the company's articles of association.

The notice of the general meeting and the supplementary notice shall fully and completely disclose the specific content of the proposal, as well as all the materials or explanations necessary for shareholders to make a reasonable judgment on the matters to be discussed.

Article 14 After the notice of the general meeting of shareholders is issued, it shall not be postponed or cancelled without justifiable reasons, and the proposals listed in the notice of the general meeting of shareholders shall not be cancelled. If it is really necessary to postpone or cancel, the company shall make an announcement at least 2 trading days before the original shareholders' meeting, and explain the reasons in detail.

Article 15 The general meeting of shareholders of a listed company shall have a venue and be held in the form of an on-site meeting. The selection of the time and place of the on-site meeting shall facilitate the participation of shareholders. A listed company shall ensure that the general meeting of shareholders is legal and effective, and provide convenience for shareholders to attend the meeting. The general meeting of shareholders shall allow reasonable discussion time for each proposal.

When a company listed on the selection layer holds a general meeting of shareholders, it shall provide online voting methods. For a listed company with more than 200 shareholders at the innovation level and at the basic level, if the shareholders' general meeting deliberates on the individual vote counting matters stipulated in Article 26, online voting shall be provided.

Article 16 The general meeting of shareholders shall be presided over by the chairman of the board. When the chairman is unable or fails to perform his duties, the vice chairman shall preside; when the vice chairman is unable or fails to perform his duties, a director jointly elected by more than half of the directors shall preside over the meeting.

The general meeting of shareholders convened by the board of supervisors on its own shall be presided over by the chairman of the board of supervisors. When the chairman of the board of supervisors is unable or fails to perform his duties, the vice-chairman of the board of supervisors shall preside; when the vice-chairman of the board of supervisors is unable or fails to perform his duties, a supervisor jointly nominated by more than half of the supervisors shall preside over the meeting.

Shareholders' general meetings convened by shareholders in accordance with the law shall be presided over by representatives selected by the convener.

Article 17 Shareholders exercise their voting rights with the number of voting shares, and each share they hold shall have one voting right, unless otherwise provided by laws and regulations.

The shares of the company held by the listed company have no voting rights, and such shares are not included in the total number of shares with voting rights attending the general meeting of shareholders.

A listed company's holding subsidiary shall not acquire the shares of the listed company. If it is true that the shares are held for special reasons, the situation shall be eliminated according to law within one year. Before the aforesaid circumstance is eliminated, relevant subsidiaries shall not exercise the voting rights corresponding to the shares held, and such shares shall not be included in the total number of shares with voting rights attending the general meeting of shareholders.

Article 18 Shareholders who are related to matters to be considered at the general meeting shall abstain from voting, and the voting shares they hold shall not be included in the total number of voting shares present at the general meeting. Unless otherwise stipulated by laws, regulations, departmental rules and business rules and all shareholders are related parties.

Article 19 A scientific and technological innovation company may issue shares with special voting rights in accordance with the provisions of laws and regulations, departmental rules and business rules. Arrangements for shares with special voting rights shall be approved by more than two-thirds of the voting rights held by shareholders present at the general meeting, and shareholders who intend to hold shares with special voting rights and their related parties shall abstain from voting.

Article 20 Shareholders who hold shares with special voting rights shall be directors of the company, and their equity shares in the company shall account for more than 10% of the company's voting shares. The number of voting rights of each special voting share shall be the same and shall not exceed 10 times the number of voting rights of each ordinary share.

Matters such as the establishment, existence, adjustment, information disclosure, and investor protection of the differences in voting rights of companies with shares with special voting rights shall be separately stipulated by the National Equities Exchange and Quotations Corporation.

Article 21 The special voting rights are only applicable to the specific resolutions of the general meeting of shareholders as stipulated in the company's articles of association. Except for the aforementioned matters, shareholders holding special voting shares have exactly the same rights as shareholders holding ordinary shares.

Article 22 Shareholders may vote in person or entrust others to vote in accordance with the law. Where shareholders entrust others to vote according to law, the listed company shall not refuse.

Article 23 The board of directors, independent directors and shareholders who meet the relevant conditions of a listed company may solicit their voting rights at the shareholders' general meeting from the company's shareholders. The solicitation of voting rights shall fully disclose the specific voting intention and other information to the solicitee, and shall not be conducted in a paid or disguised manner.

A listed company may stipulate in its articles of association a system for soliciting voting rights, but it shall not set inappropriate obstacles to the solicitation of voting rights to damage the legitimate rights and interests of shareholders.

Article 24 When the shareholders' general meeting elects directors and supervisors, the opinions of minority shareholders shall be fully reflected. Encourage listed companies to implement the cumulative voting system in the election of directors and supervisors at the general meeting of shareholders. A listed company that adopts the cumulative voting system shall stipulate specific implementation measures in the company's articles of association.

Where a single shareholder of a company listed on the selection layer and its concerted action person owns more than 30% of the equity shares, the general meeting of shareholders shall implement a cumulative voting system in the election of directors and supervisors.

Article 25 Except for the cumulative voting system, the general meeting of shareholders shall vote on all proposals item by item. If there are different proposals for the same matter, they shall be voted on in accordance with the chronological order of the proposals, and shareholders shall not vote in favor of different proposals for the same matter at the same time.

Unless the general meeting of shareholders is suspended or cannot make a resolution due to special reasons such as force majeure, the general meeting of shareholders shall not shelve or not vote on the proposal.

Article 26 When the shareholders' general meeting of a listed company at the selection level and the listed company at the innovation level and basic level with more than 200 shareholders considers the following major matters affecting the interests of minority shareholders, the voting results of minority shareholders shall be counted and disclosed separately:

(1) Appointment and removal of directors;

(2) formulating or revising profit distribution policies, or distributing profits;

(3) Related party transactions, external guarantees (excluding guarantees for subsidiaries within the scope of the consolidated statements), external financial assistance, and changes in the use of raised funds, etc.;

(4) Major asset restructuring and equity incentives;

(5) Public offering of stocks and applications for stocks to be traded on other stock exchanges;

(6) Other matters stipulated by laws and regulations, departmental rules, business rules and the articles of association of the company.

Article 27 The person in charge of the information disclosure affairs shall be responsible for the minutes of the shareholders' general meeting. The directors attending the meeting, the person in charge of information disclosure affairs, the convener or their representatives, and the chairman of the meeting shall sign the minutes of the meeting, and ensure that the minutes of the meeting are true, accurate and complete. The minutes of the meeting shall be kept together with the signature book of the shareholders attending the meeting, the power of attorney for proxy attendance, and the effective voting materials through the Internet and other means.

Article 28 The company's articles of association shall state that the listed company shall bear the necessary expenses incurred by the board of supervisors or shareholders to convene the shareholders' general meeting on their own accord.

Article 29 To hold a general meeting of shareholders, a company listed on the selection layer shall hire a lawyer to issue a legal opinion on the convening of the general meeting, the procedures for convening the general meeting, the qualifications of the persons attending the meeting, the qualifications of the convener, the voting procedures and results, etc.

Where a listed company at the innovation level or basic level holds an annual general meeting of shareholders or provides online voting at the general meeting of shareholders, it shall hire a lawyer to issue a legal opinion in accordance with the provisions of the preceding paragraph.

 

Section 2 Board of Directors and Managers

 

Article 30 A listed company shall specify in its articles of association the responsibilities of the board of directors, as well as the procedures for convening, convening and voting of the board of directors, and standardize the operation mechanism of the board of directors.

A listed company shall formulate rules of procedure for the board of directors, submit it to the general meeting of shareholders for approval, and include it in the company's articles of association or as an appendix to the articles of association.

Article 31 The number and composition of the board of directors shall comply with the requirements of laws and regulations, departmental rules, business rules and the company's articles of association. Board members should possess the knowledge, skills and qualities necessary to perform their duties.

Listed companies are encouraged to establish an independent director system. A company listed on the selection layer shall have two or more independent directors, one of whom shall be an accounting professional. The management and qualifications of independent directors shall be separately stipulated by the National Equities Exchange and Quotations.

The board of directors may set up relevant special committees such as audit, strategy, nomination, remuneration and assessment as needed. The special committee is responsible to the board of directors and performs its duties in accordance with the company's articles of association and the authorization of the board of directors. The composition and duties of special committees shall be stipulated in the articles of association of the company.

Article 32 The board of directors is responsible to the general meeting of shareholders and implements the resolutions of the general meeting of shareholders. The board of directors shall perform its duties in accordance with the law, ensure that the listed company abides by laws and regulations, departmental rules, business rules and the company's articles of association, treats all shareholders fairly, and pays attention to the legitimate rights and interests of other stakeholders.

A listed company shall ensure that the board of directors exercises its functions and powers in accordance with the provisions of laws and regulations, departmental rules, business rules and the company's articles of association, and provide necessary conditions for the directors to perform their duties normally.

Article 33 Where the board of directors authorizes the chairman of the board to exercise part of the powers of the board of directors when the board of directors is not in session, the listed company shall clearly stipulate the principles and specific contents of the authorization in the company's articles of association.

Major matters of a listed company shall be collectively decided by the board of directors, and the board of directors shall not delegate statutory powers to individual directors or others to exercise.

Article 34 A listed company shall convene a board of directors in strict accordance with the provisions of laws and regulations, departmental rules, business rules and the company's articles of association, and standardize the procedures and decision-making procedures of the board of directors.

The board of directors shall hold at least two meetings a year, and each meeting shall be notified to all directors and supervisors 10 days before the meeting; when the board of directors holds an extraordinary meeting, a meeting notice shall be issued in accordance with the provisions of the company's articles of association. The topics of the board meeting shall be formulated in advance and sufficient decision-making materials shall be provided.

Article 35 A director who is related to the resolution of the board meeting shall abstain from voting, and shall not exercise the right to vote on the resolution, nor shall he exercise the right to vote on behalf of other directors. The board meeting can be held with the attendance of more than half of the unrelated directors, and the resolutions made at the board meeting must be approved by more than half of the unrelated directors. If the number of unrelated directors present at the board of directors is less than three, the matter shall be submitted to the general meeting of shareholders of the listed company for deliberation.

Article 36 Listed companies at the selection level and innovation level shall have a board secretary as the person in charge of information disclosure affairs. Investor relations management, shareholder information management, etc. If the basic-level listed company does not have a board secretary, it shall designate a senior executive as the person in charge of information disclosure affairs to be responsible for the above matters, and the NEEQ Company shall manage it with reference to the relevant provisions of the board secretary. The person in charge of information disclosure affairs shall attend the company's board of directors and general meeting of shareholders.

During the period when the person in charge of information disclosure affairs is vacant, the listed company shall designate a director or senior executive to act as the person in charge of information disclosure affairs, and determine the person in charge of information disclosure affairs within three months. Before the company appoints a representative, the chairman of the board shall perform the duties of the person in charge of information disclosure affairs.

Article 37 The minutes of board meetings shall be true, accurate and complete. Directors, persons in charge of information disclosure affairs and recorders attending the meeting shall sign on the minutes of the meeting. Minutes of board meetings shall be properly kept.

Article 38 A listed company shall have a manager, who shall be appointed or dismissed by the board of directors. The manager is responsible to the board of directors, presides over the production and operation of the company, organizes the implementation of the resolutions of the board of directors, and performs duties in accordance with laws and regulations, department rules, business rules and the company's articles of association.

 

Section 3 Supervisory Committee

 

Article 39 A listed company shall specify in its articles of association the responsibilities of the board of supervisors, as well as the procedures for convening, convening, and voting of the board of supervisors, and standardize the operating mechanism of the board of supervisors.

A listed company shall formulate rules of procedure for the board of supervisors, submit it to the general meeting of shareholders for approval, and include it in the company's articles of association or as an appendix to the articles of association.

Article 40 The personnel and structure of the board of supervisors shall ensure that the board of supervisors can perform its duties independently and effectively. Supervisors shall have corresponding professional knowledge or work experience, and have the ability to effectively perform their duties.

Article 41 The board of supervisors shall understand the company's business operations, inspect the company's finances, supervise the legality and compliance of directors and senior management personnel in performing their duties, exercise other functions and powers stipulated in the company's articles of association, and safeguard the legitimate rights and interests of the listed company and its shareholders. The board of supervisors may independently engage an intermediary agency to provide professional advice.

Article 42 If the board of supervisors discovers that a director or senior executive has violated laws and regulations, departmental rules, business rules or the company's articles of association, it shall perform its supervisory duties, notify the board of directors or report to the general meeting of shareholders, or directly report to the leading securities firm or the National Equities Exchange and Quotations. company report.

Article 43 A listed company shall convene a board of supervisors in strict accordance with laws and regulations, departmental rules, business rules and the company's articles of association, and standardize the discussion methods and decision-making procedures of the board of supervisors.

The board of supervisors shall hold a meeting at least once every six months, and extraordinary meetings may be held according to the proposal of the supervisors. The board of supervisors shall issue a meeting notice in accordance with the provisions of the company's articles of association. The topics of the board of supervisors meeting shall be formulated in advance, and corresponding decision-making materials shall be provided.

Article 44 The board of supervisors may request directors, senior managers, internal and external auditors, etc. to attend meetings of the board of supervisors and answer questions of concern.

Article 45 The minutes of meetings of the board of supervisors shall be true, accurate and complete. Supervisors and recorders attending the meeting shall sign on the minutes of the meeting. The meeting minutes of the board of supervisors shall be properly kept.

 

Chapter III Directors, Supervisors and Senior Management

 

Section 1 Job Management

 

Article 46 A listed company shall specify in its articles of association the nomination and selection procedures for directors, supervisors and senior management personnel, and regulate the selection and employment of directors, supervisors and senior management personnel. Employee supervisors are elected in accordance with laws and regulations, departmental rules, business rules and the company's articles of association.

Directors and senior managers of listed companies may not concurrently serve as supervisors.

Article 47 The qualifications of candidates for directors, supervisors and senior management personnel shall comply with laws and regulations, departmental rules, business rules and the company's articles of association.

A listed company shall specify in its articles of association that under any of the following circumstances, it shall not serve as a director, supervisor or senior manager of the listed company:

(1) Circumstances under which the Company Law stipulates that no director, supervisor or senior manager shall be held;

(2) Being prohibited from entering the securities market by the China Securities Regulatory Commission or identified as an inappropriate candidate, and the time limit has not expired;

(3) The NEEQ company or the stock exchange has taken disciplinary action against him for determining that he is unsuitable to serve as a director, supervisor or senior manager of the company, and the time limit has not expired;

(4) Other circumstances stipulated by the China Securities Regulatory Commission and the National Equities Exchange and Quotations.

As senior management personnel, in addition to meeting the provisions of the preceding paragraph, the person in charge of finance shall have the professional and technical qualifications for accountants or above, or have the background of professional accounting knowledge and have been engaged in accounting work for more than three years.

Article 48 The total number of directors who concurrently serve as senior management personnel and directors served by employee representatives in the board of directors of a listed company at the select level shall not exceed half of the total number of directors of the company.

The spouses and immediate family members of the directors and senior executives of the listed company shall not serve as supervisors of the company during the term of office of the directors and senior executives of the company.

Article 49 Where a candidate for director, supervisor or senior management falls under any of the following circumstances, the listed company shall disclose the specific situation of the candidate, the reason for the proposed appointment of the candidate, and whether it affects the company's standardized operation, and remind relevant risks:

(1) It has been subject to administrative penalties by the China Securities Regulatory Commission and its dispatched offices within the last three years;

(2) It has been publicly censured or criticized by the National Equities Exchange and Quotations or the stock exchange three times or more in the last three years;

(3) The judicial authority has filed a case for investigation for suspected crimes or the CSRC has filed a case for investigation for suspected violations of laws and regulations, and has not yet had a clear conclusion.

During the aforesaid period, the deadline shall be the date on which the board of directors, general meeting of shareholders and other competent bodies of the company deliberate on the proposals for the appointment of candidates for directors, supervisors and senior management.

Article 50 After candidates for directors, supervisors and senior management are nominated, they shall self-check whether they meet the qualifications, and promptly provide the company with a written statement on whether they meet the qualifications and relevant qualification certificates (if applicable).

The board of directors and the board of supervisors shall check the qualifications of the candidates, and if they find that the candidates do not meet the qualifications, they shall request the nominee to revoke the nomination of the candidate, and the nominee shall revoke the nomination.

Article 51 Directors, supervisors and senior managers who resign shall submit written resignation reports, and shall not evade their responsibilities by resigning or other means. Except for the following circumstances, the resignation of directors, supervisors and senior managers shall take effect when the resignation report is delivered to the board of directors or the board of supervisors:

(1) The resignation of directors and supervisors causes the number of members of the board of directors and the board of supervisors to fall below the legal minimum;

(2) The number of employee representative supervisors is less than one-third of the members of the board of supervisors due to the resignation of employee representative supervisors;

(3) The resignation of the secretary of the board of directors has not completed the transfer of work and the relevant announcement has not been disclosed.

Under the above circumstances, the resignation report shall not take effect until the next director or supervisor fills the vacancy arising from his resignation, or the secretary of the board of directors completes the transfer of work and the relevant announcement is disclosed. Before the resignation report takes effect, the director, supervisor or secretary to the board of directors who intend to resign shall continue to perform their duties. In the event of the above circumstances, the company shall complete the by-election of directors and supervisors within 2 months.

Article 52 If the current directors, supervisors and senior managers of a listed company encounter the circumstances specified in the second paragraph of Article 47 of these Rules, they shall report to the company in a timely manner and resign within one month from the date of the occurrence of the fact.

Article 53 A listed company shall, at the time of listing, report to the National Equities Exchange and Quotations Company for the record of the positions, occupational experiences and company stock holdings of directors, supervisors and senior managers.

If the directors, supervisors and senior managers of a listed company change, the company shall report the latest information to NEEQ for filing within 2 trading days from the date when the relevant resolution is passed.

Article 54 Directors, supervisors and senior managers shall abide by the Declaration and Commitment Letter of Directors (Supervisors and Senior Managers) signed when the company is listed.

Newly-appointed directors and supervisors shall sign the aforesaid letter of commitment within 2 trading days after their appointment is approved by the general meeting of shareholders or the workers' congress, and new senior management personnel shall sign the above-mentioned letter of commitment and report for the record within 2 trading days after the board of directors approves their appointment.

 

Section 2 Code of Conduct

 

Article 55 Directors, supervisors and senior management personnel shall abide by laws and regulations, departmental rules, business rules and the company's articles of association, have a duty of loyalty and diligence to the company, strictly perform their public commitments, and shall not harm the company's interests.

Article 56 Directors shall fully consider the legality and compliance of the matters under consideration, the impact on the company and the existing risks, prudently perform their duties and express clear personal opinions on the matters under consideration. If there is any doubt about the matters under consideration, it shall take the initiative to investigate or request the board of directors to provide further information required for decision-making.

Directors shall pay full attention to the proposal procedures, decision-making authority, voting procedures and other related matters of matters considered by the board of directors.

Article 57 Directors shall attend the board meeting in person. If they are unable to attend for any reason, they may entrust other directors in writing to attend the meeting on their behalf. Where voting matters are involved, the client shall expressly agree, disagree or abstain on each matter in the power of attorney. A director shall not make or accept an entrustment without voting intention, a discretionary entrustment or an entrustment with an unclear scope of authorization. Directors' responsibilities for voting matters are not exempted by entrusting other directors to attend.

A director shall not accept the proxy of more than two directors to attend the meeting on his behalf at a board meeting.

Article 58 When deliberating on a periodic report, directors of a listed company shall carefully read the full text of the periodic report, focusing on whether the content of the periodic report is true, accurate and complete, whether there are any major errors or omissions in preparation, and whether major accounting data and financial indicators have significantly changed. Whether the explanation of the fluctuations and the reasons for the fluctuations is reasonable, whether there is any abnormal situation, whether the company has comprehensively analyzed the financial status and operating results of the company during the reporting period, and fully disclosed the major events and uncertain factors that may affect the company's future financial status and operating results.

Directors shall sign a written confirmation opinion on whether the periodic report is true, accurate and complete in accordance with the law, and shall not entrust others to sign, nor refuse to sign for any reason. If the directors cannot guarantee the authenticity, accuracy and completeness of the contents of the periodic report or have any objection, they shall explain the specific reasons and make an announcement.

Article 59 The chairman of the board shall actively promote the company to formulate, improve and implement various internal systems.

The chairman shall not engage in conduct beyond the scope of his authority. When exercising power within the scope of his authority (including authorization), the chairman of the board shall make prudent decisions when encountering matters that may have a significant impact on the company's operations, and shall submit it to the board of directors for collective decision-making when necessary. The chairman of the board shall promptly inform all directors of the implementation of the authorized matters.

The chairman of the board shall ensure the right to know of the person in charge of information disclosure affairs, and shall not obstruct him in any way from exercising his functions and powers in accordance with the law. The chairman of the board shall immediately urge the person in charge of information disclosure affairs to perform the obligation of information disclosure in a timely manner after receiving a report of a major event that may have a greater impact on the trading price of the company's stocks and other securities and investors' investment decisions.

Article 60 If a director of a listed company at the selection level falls under any of the following circumstances, he shall make a written explanation and disclose it to the public:

(1) Failure to attend the board meeting in person for two consecutive times;

(2) During the tenure of office, the number of times of not attending the board meeting in person for twelve consecutive months exceeds one-half of the total number of board meetings during the period.

Article 61 Supervisors may attend board meetings as nonvoting delegates and raise questions or suggestions on matters resolved by the board of directors.

Supervisors have the right to know the operation of the company. A listed company shall take measures to protect supervisors' right to know, and provide necessary assistance for supervisors to perform their duties normally, and no one may interfere or obstruct. The relevant expenses required by the supervisors to perform their duties shall be borne by the company.

Article 62 Supervisors shall supervise the compliance of the company's directors and senior managers with laws and regulations, departmental rules, business rules and the company's articles of association and the performance of company duties.

In the process of performing supervisory duties, supervisors may propose removal of directors and senior managers who violate laws and regulations, the company's articles of association or the resolutions of the shareholders' general meeting.

If the supervisors discover that the directors, senior management personnel and the company have violated laws and regulations, departmental rules, business rules, the company's articles of association or the resolutions of the shareholders' general meeting, which have caused or may cause heavy losses to the company, they shall report to the board of directors and the board of supervisors in a timely manner, and submit a report to the board of directors and the board of supervisors. Senior management corrected.

Article 63 Senior management personnel shall strictly implement the resolutions of the board of directors, the resolutions of the shareholders' general meeting, etc., and shall not change, refuse or passively implement relevant resolutions without authorization.

Article 64 The person in charge of finance shall actively urge the company to formulate, improve and implement the financial management system, focusing on the standardization of capital transactions.

Article 65 The secretary of the board of directors is the company's senior management personnel, and shall actively urge the company to formulate, improve and implement the management system for information disclosure affairs, and do a good job in the relevant information disclosure work.

Article 66 Where directors, supervisors and senior managers violate laws and regulations and the company's articles of association when performing their duties, and cause losses to the listed company, they shall be liable for compensation in accordance with the law.

 

Chapter IV Shareholders, Controlling Shareholders and Actual Controllers

 

Article 67 Shareholders shall enjoy rights and undertake obligations in accordance with laws and regulations and the articles of association of the company.

The articles of association of the listed company, the resolutions of the general meeting of shareholders or the resolutions of the board of directors shall not deprive or restrict the statutory rights of shareholders.

Article 68 A listed company shall establish unimpeded and effective communication channels with shareholders to ensure shareholders' rights to know, participate in decision-making, and supervise major issues of the company.

Where a listed company applies for terminating the listing of stocks, it shall fully consider the legitimate rights and interests of shareholders, and make reasonable arrangements for dissenting shareholders.

Article 69 A listed company shall formulate a profit distribution system, and may make specific provisions on the specific conditions and proportions of cash dividends, the principles for the use of undistributed profits, etc., to protect shareholders' right to dividends.

Selected-tier listed companies shall specify in the company's articles of association the priority of a certain percentage of cash dividends relative to stock dividends in the profit distribution method.

Article 70 The controlling shareholder and actual controller of a listed company shall take practical measures to ensure the independence of the company's assets, personnel, finance, organization and business, and shall not affect the company's independence in any way.

Article 71 The controlling shareholder and actual controller have the duty of good faith to the listed company and other shareholders, and shall exercise shareholder rights and perform shareholder obligations in accordance with the law. Controlling shareholders and actual controllers shall not use their control rights to damage the legitimate rights and interests of listed companies and other shareholders, and shall not use their controlling positions to seek illegal interests.

Controlling shareholders and actual controllers shall not interfere with the normal decision-making procedures of the listed company in violation of laws and regulations, departmental rules, business rules and the company's articles of association, and damage the legitimate rights and interests of the listed company and other shareholders, and shall not set the results of the personnel election of the general meeting of shareholders and the personnel appointment resolution of the board of directors. Approval procedures shall not interfere with the normal selection and appointment procedures of senior management personnel, and shall not directly appoint or remove senior management personnel by bypassing the general meeting of shareholders and the board of directors.

Article 72 The controlling shareholder and actual controller of a listed company shall not obtain material information that has not been disclosed by the company through direct access or requesting the listed company to report to them, unless otherwise stipulated by laws and regulations.

Article 73 The controlling shareholder, actual controller and the enterprises controlled by the listed company shall not occupy the company's funds in any of the following ways:

(1) The company pays wages, benefits, insurance, advertising and other expenses and other expenses in advance for the controlling shareholder, actual controller and the enterprises under its control;

(2) The company repays debts on behalf of the controlling shareholder, actual controller and the enterprises controlled by it;

(3) Lending funds directly or indirectly from the company to the controlling shareholder, actual controller and the enterprises under their control, with or without compensation;

(4) Failure to repay in time the debts formed by the company's assumption of the guaranty responsibilities of the controlling shareholder, actual controller and the enterprises under its control;

(5) The company provides the controlling shareholder, the actual controller and the enterprise controlled by it with funds for use without the consideration of commodities or labor services;

(6) Other forms of capital occupation as determined by the China Securities Regulatory Commission and the National Equities Exchange and Quotations.

Article 74 The controlling shareholder, actual controller and the enterprises controlled by it shall not add horizontal competition after the listed company is listed.

Article 75 Shareholders, actual controllers and acquirers of listed companies shall perform their information disclosure obligations in strict accordance with relevant regulations, promptly notify the listed company of changes in control rights, changes in rights and interests and other major matters, and ensure that the information disclosed is true, accurate and complete , there shall be no false records, misleading statements or major omissions.

Shareholders, actual controllers, and acquirers of listed companies shall actively cooperate with the company in fulfilling its information disclosure obligations, and shall not request or assist the company to conceal important information.

Article 76 Shareholders, actual controllers and other insiders of a listed company are obliged to keep confidential before the disclosure of relevant information, and shall not use the company's undisclosed material information to seek benefits, and shall not conduct insider trading, market manipulation or other fraudulent activities. A listed company shall do a good job in the registration and management of insider information insiders on major matters such as public offering of securities, major asset restructuring, and share repurchase.

Article 77 The controlling shareholders, actual controllers, directors, supervisors and senior managers of a listed company shall not buy or sell the company's stocks during the following periods:

(1) Within 30 days before the announcement of the company's annual report, if the date of the annual report is postponed due to special reasons, it shall be counted from the 30th day before the original appointment announcement date until the end of the announcement date;

(2) Within 10 days before the announcement of the company's performance forecast and performance bulletin;

(3) From the day when a major event that may have a greater impact on the trading price of the company's stocks and other securities and investors' investment decisions occurs or when the decision-making procedure is entered, to within 2 trading days after the disclosure in accordance with the law;

(4) Other periods as determined by the China Securities Regulatory Commission and the National Equities Exchange and Quotations.

Article 78 Shareholders or actual controllers who hold or actually control more than 5% of the shares through entrustment or trust, etc., shall promptly inform the listed company of the circumstances of the client and cooperate with the company in fulfilling its information disclosure obligations.

Investors shall not evade investor suitability management requirements by entrusting others to hold shares.

Article 79 The transfer of control rights by the controlling shareholder, actual controller and persons acting in concert of a listed company shall be fair and reasonable, and shall not damage the legitimate rights and interests of the company and other shareholders.

If the controlling shareholder, actual controller or persons acting in concert are in any of the following situations when transferring control, they shall be resolved before the transfer:

(1) Occupying company funds in violation of regulations;

(2) The debt to the company has not been paid off or the guarantee provided by the company has not been released;

(3) Unfulfilled commitments to the company or other shareholders;

(4) Other matters that have a material adverse impact on the interests of the company or minority shareholders.

Article 80 If a listed company has no controlling shareholder or actual controller, the company's largest shareholder and its actual controller shall refer to Articles 71, 72, 73, 74 and 70. Article 7: The controlling shareholders and actual controllers shall fulfill relevant obligations and assume corresponding responsibilities.

 

Chapter V Major Transactions

 

Article 81 The term "transaction" in this chapter includes the following matters:

(1) buying or selling assets;

(2) External investment (including entrusted wealth management, investment in subsidiaries, etc.);

(3) providing guarantees;

(4) Provide financial assistance;

(5) Lease-in or lease-out assets;

(6) Signing management contracts (including entrusted operation, entrusted operation, etc.);

(7) Donated or donated assets;

(8) Restructuring of creditor's rights or debts;

(9) Transfer of research and development projects;

(10) Sign a license agreement;

(11) waiver of rights;

(12) Other transactions recognized by the China Securities Regulatory Commission and the National Equities Exchange and Quotations.

The above-mentioned purchase or sale of assets does not include the purchase of raw materials, fuel and power, and the sale of products or commodities and other transactions related to daily operations.

Article 82 A listed company shall, in accordance with laws, regulations, departmental rules and business rules, stipulate in the company's articles of association the standards for submitting transaction matters to the board of directors or general meeting of shareholders for deliberation, and standardize the deliberation procedures.

If the transaction of a listed company constitutes a major asset reorganization, it shall go through the deliberation procedures in accordance with the "Administrative Measures for Major Asset Reorganization of Unlisted Public Companies" and other relevant regulations.

Article 83 If the transactions (except for the provision of guarantees) of a listed company in the selection layer meet one of the following standards, it shall be submitted to the general meeting of shareholders for deliberation:

(1) The total assets involved in the transaction (if both book value and appraised value exist, whichever is higher) account for more than 50% of the company's latest audited total assets;

(2) The transaction amount of the transaction accounts for more than 50% of the company's market value;

(3) The net assets of the transaction target (such as equity) in the most recent fiscal year account for more than 50% of the company's market value;

(4) The operating income related to the transaction object (such as equity) in the most recent fiscal year accounts for more than 50% of the audited operating income of the company in the most recent fiscal year, and exceeds 50 million yuan;

(5) The profit generated by the transaction accounts for more than 50% of the audited net profit of the company in the most recent fiscal year, and exceeds 7.5 million yuan;

(6) The net profit related to the transaction object (such as equity) in the most recent fiscal year accounts for more than 50% of the audited net profit of the company in the most recent fiscal year, and exceeds 7.5 million yuan.

Article 84 If the transactions (except for the provision of guarantees) of a listed company in the innovation layer meet one of the following standards, it shall be submitted to the general meeting of shareholders for deliberation:

(1) The total amount of assets involved in the transaction (if both book value and appraised value exist, whichever is higher) or the transaction amount accounts for more than 50% of the audited total assets of the company in the most recent fiscal year;

(2) The net assets or transaction amount involved in the transaction accounts for more than 50% of the absolute value of the audited net assets of the company in the most recent fiscal year, and exceeds 15 million.

Basic-level listed companies shall perform deliberation procedures on transactions that occur in accordance with the provisions of the company's articles of association.

Article 85 The transaction amount stipulated in Articles 83 and 84 of these Rules refers to the transaction amount paid and the debts and expenses assumed.

If the transaction arrangement involves consideration that may be paid or received in the future, does not involve a specific amount or is determined according to set conditions, the estimated maximum amount is the transaction amount.

Article 86 The market value stipulated in this chapter refers to the arithmetic mean of the closing market value of the 20 trading days before the transaction.

Article 87 When a listed company and the same transaction party have transactions of the same category and opposite directions as prescribed in Article 81 at the same time, Article 83 or 84 shall be applied according to the one-way amount.

Article 88 Where a listed company has an equity transaction, resulting in a change in the scope of the company's consolidated statements, the relevant financial indicators of the company corresponding to the equity shall be used as the basis for calculation, and Article 83 or 84 shall apply.

If the aforementioned equity transaction does not result in a change in the scope of the consolidated statement, relevant financial indicators shall be calculated according to the proportion of changes in equity held by the company, and Article 83 or 84 shall apply.

Article 89 Where a listed company directly or indirectly renounces the preemptive right to transfer or the right to increase the equity of its controlling subsidiary, which results in the subsidiary being no longer included in the consolidated statements, it shall be deemed to have sold equity assets, and the relevant financial indicators of the company corresponding to the equity shall be considered As the calculation basis, Article 83 or 84 shall apply.

The listed company partially waives the right of first transfer or the right to increase the equity of the holding subsidiary or the subsidiary, which does not lead to a change in the scope of the consolidated statements, but the company's shareholding ratio decreases. Article 83 or 84.

Where a listed company waives or partially waives the right to profit to its subordinate non-corporate entities, the provisions of the preceding two paragraphs shall apply by reference.

Article 90 Except for matters otherwise stipulated in the business rules such as provision of guarantees, when a listed company conducts transactions of the same category and related to the subject matter stipulated in Article 81, it shall apply the principle of accumulative calculation for 12 consecutive months. Article 83 or 84.

If the relevant obligations have been fulfilled in accordance with the provisions of this chapter, they will no longer be included in the relevant cumulative calculation scope.

Article 91 When a listed company has "providing financial assistance" and "entrusted financial management" and other matters, it shall take the amount incurred as the transaction amount, and calculate it cumulatively within 12 consecutive months according to the type of transaction. Article 3 or Article 84.

If the relevant obligations have been fulfilled in accordance with the provisions of this chapter, they will no longer be included in the relevant cumulative calculation scope.

Article 92 Where a listed company provides a guarantee, it shall be submitted to the board of directors of the company for deliberation. If one of the following circumstances is met, it shall also be submitted to the company's general meeting of shareholders for deliberation:

(1) The single guarantee amount exceeds 10% of the company's latest audited net assets;

(2) The total amount of external guarantees of the company and its controlled subsidiaries exceeds any guarantees provided after 50% of the company's latest audited net assets;

(3) Guarantee provided for the guarantor whose asset-liability ratio exceeds 70%;

(4) According to the principle of accumulative calculation of the guarantee amount for 12 consecutive months, the guarantee exceeds 30% of the company's latest audited total assets;

(5) Other guarantees stipulated by the China Securities Regulatory Commission, the National Equities Exchange and Quotations or the articles of association of the company.

Article 93 Where a listed company provides a guarantee for a wholly-owned subsidiary, or provides a guarantee for a controlled subsidiary and other shareholders of the controlled subsidiary provide guarantees in the same proportion to the rights and interests they enjoy, and does not harm the interests of the company, it may be exempted from the 90th Items 1 to 3 of Article 2, unless otherwise stipulated in the company's articles of association.

Article 94 The term “providing financial assistance” as mentioned in these Rules refers to the acts of a listed company and its controlled subsidiaries providing external funds, entrusted loans, etc. with or without compensation.

The provisions of Articles 95 and 96 on financial assistance are not applicable to listed companies whose main business is to provide external loans, loans and other financing businesses, or the subsidized objects are controlled subsidiaries within the scope of the consolidated statements.

Article 95 Where a listed company provides external financial assistance under any of the following circumstances, it shall be submitted to the company's general meeting of shareholders for deliberation after deliberation and approval by the board of directors:

(1) The asset-liability ratio of the funded object in the latest period exceeds 70%;

(2) The amount of financial assistance for a single time or the accumulated amount of financial assistance provided within 12 consecutive months exceeds 10% of the company's latest audited net assets;

(3) Other circumstances stipulated by the China Securities Regulatory Commission, the National Equities Exchange and Quotations or the articles of association of the company.

Article 96 A listed company shall not provide funds or other financial assistance to related parties such as directors, supervisors, senior managers, controlling shareholders, actual controllers and enterprises under their control.

If the external financial assistance is not recovered within the time limit, the listed company shall not continue to provide financial assistance or additional financial assistance to the same object.

Article 97 Transactions in which a listed company unilaterally obtains benefits, including donated cash assets, debt relief, guarantees and subsidies, etc., may be exempted from performing the general meeting of shareholders in accordance with the provisions of Article 83 or 84. review procedure.

Article 98 If the transaction object is equity and meets the standards stipulated in Article 83, the selected listed company shall provide an audit report on the financial report of the transaction object in the most recent year and another period; the transaction object is non-cash assets other than equity. If yes, an evaluation report should be provided. The due date of the audited financial report shall be no more than six months from the date of use of the audit report, and the assessment base date of the appraisal report shall be no more than one year from the date of use of the appraisal report.

The audit report and evaluation report specified in the preceding paragraph shall be issued by a securities service institution that complies with the provisions of the Securities Law. Although the transaction does not meet the standards stipulated in Article 83, if the NEEQ deems it necessary, the company shall provide an audit or evaluation report.

Article 99 For the purchase or sale of assets by a listed company on the selected level, if the total amount of assets involved or the transaction amount exceeds 30% of the company's latest audited total assets within 12 consecutive months, the same shall apply to Article 98 Provide an evaluation report or an audit report and submit it to the general meeting of shareholders for deliberation.

Article 100 Transactions between a listed company and its controlled subsidiaries within the scope of its consolidated financial statements or between the above-mentioned controlled subsidiaries, unless otherwise stipulated or damage to the legitimate rights and interests of shareholders, are exempted from compliance with Article 83 or Article 83. The provisions of Article 84 shall be subject to the deliberation procedures of the general meeting of shareholders.

Unprofitable select-tier listed companies may be exempted from the net profit indicators in Article 83.

 

Chapter VI Affiliated Transactions

 

101. The term "related transactions" as mentioned in this chapter refers to the transactions specified in Article 81 between the listed company or its subsidiaries and other entities within the scope of its consolidated financial statements and the related parties of the company as specified in Article 81 and transactions that occur within the scope of daily business operations. Matters that may result in the transfer of resources or obligations.

The listed company shall sign a written agreement with the related party on the related transaction. The signing of the agreement shall follow the principles of equality, voluntariness, equivalence and compensation, and the content of the agreement shall be clear, specific and enforceable.

Article 102 A listed company shall take effective measures to prevent related parties from interfering in the company's operations by monopolizing procurement or sales channels, and damaging the company's interests. A related party transaction shall have commercial substance, the price shall be fair, and in principle shall not deviate from the transaction conditions such as the price or charging standard of an independent third party in the market.

The listed company and its affiliates shall not use affiliated transactions to transfer benefits or adjust profits, and shall not conceal affiliated relationships in any way.

Article 103 A listed company shall, in accordance with laws, regulations, departmental rules and business rules, stipulate in its articles of association the requirements for abstention from voting on affiliated transactions, and standardize the deliberation procedures.

Article 104 The directors, supervisors, senior executives, shareholders holding more than 5% of the shares of a listed company and their persons acting in concert and actual controllers shall promptly inform the company of the related parties with which they are affiliated. The company shall establish and update the list of related parties in a timely manner to ensure that the list of related parties is true, accurate and complete.

Article 105 A related party transaction (except for the provision of guarantees) that meets the following standards of a listed company in the selection layer shall be subject to the deliberation of the board of directors:

(1) A related party transaction with a transaction amount of more than 300,000 yuan between the company and an affiliated natural person;

(2) Transactions with related legal persons that account for more than 0.2% of the company's latest audited total assets or market value, and exceed 3 million yuan.

Article 106 A related party transaction (except for the provision of guarantees) that meets the following standards for a listed company in the innovation layer and basic layer shall be subject to the deliberation of the board of directors:

(1) A related party transaction with a transaction amount of more than RMB 500,000 between the company and related natural persons;

(2) Transactions with affiliated legal persons whose transaction amount accounts for more than 0.5% of the company's latest audited total assets, and exceeds 3 million yuan.

Article 107 The transaction amount (except for the provision of guarantees) between the selected listed company and its related parties accounts for more than 2% of the company's latest audited total assets or market value and exceeds 30 million yuan, shall be mutatis mutandis. Article 18 provides an evaluation report or an audit report and submits it to the general meeting of shareholders for deliberation. Related party transactions related to day-to-day operations are exempt from audit or evaluation.

Article 108 The transaction amount (except for the provision of guarantees) between the listed companies in the innovation layer and the basic layer and the related parties accounts for more than 5% of the company's latest audited total assets and exceeds 30 million yuan, or accounts for the transaction amount of the company's latest audited total assets. Transactions with more than 30% of the audited total assets shall be submitted to the general meeting of shareholders for deliberation.

Article 109 Where a listed company provides guarantees for related parties, it shall have reasonable business logic and submit it to the general meeting of shareholders for deliberation after deliberation and approval by the board of directors.

Where a listed company provides guarantees for shareholders, actual controllers and their related parties, it shall be submitted to the general meeting of shareholders for deliberation. Where a listed company provides guarantees for its controlling shareholder, actual controller and its related parties, the controlling shareholder, actual controller and its related parties shall provide counter-guarantee.

Article 110 For the daily related transactions with related parties that occur each year, the listed company may make a reasonable estimate of the total amount of related transactions that will occur in the current year before disclosing the previous annual report. The provisions of Articles 05, 106 or 107 and 108 shall be submitted to the board of directors or the general meeting of shareholders for deliberation; if the actual execution exceeds the estimated amount, the company shall perform corresponding measures for the matters involved in the excess amount. review procedure.

Article 111 A listed company shall apply Article 105, Article 106, Article 107 or Article 107 respectively to the following transactions based on the principle of cumulative calculation within twelve consecutive months: Article 108:

(1) Transactions with the same related party;

(2) Transactions related to the types of transaction objects carried out by different related parties.

The above-mentioned same related party includes legal persons or other organizations that are controlled by the same actual controller, or have equity control relationship, or the same natural person serves as a director or senior manager.

If the relevant obligations have been fulfilled in accordance with the provisions of this chapter, they will no longer be included in the scope of cumulative calculation.

Article 112 When a listed company conducts the following affiliated transactions with its affiliates, it may be exempted from consideration in the manner of affiliated transactions:

(1) One party subscribes in cash for stocks, corporate bonds or enterprise bonds, convertible corporate bonds or other securities types publicly issued by the other party;

(2) One party acts as a member of the underwriting syndicate to underwrite the other party's public offering of stocks, corporate bonds or corporate bonds, convertible corporate bonds or other securities;

(3) One party receives dividends, bonuses or remunerations in accordance with the resolution of the other party's general meeting of shareholders;

(4) One party participates in the other party's public bidding or auction, except where it is difficult to achieve a fair price through bidding or auction;

(5) Transactions in which the company unilaterally obtains benefits, including donated cash assets, obtaining debt relief, accepting guarantees and subsidies, etc.;

(6) The pricing of related party transactions is stipulated by the state;

(7) The related party provides funds to the company, and the interest rate is not higher than the benchmark loan interest rate for the same period stipulated by the People's Bank of China, and the company has no corresponding guarantee for the financial assistance;

(8) The company provides products and services to directors, supervisors and senior executives on the same trading conditions as non-related parties;

(9) Other transactions recognized by the China Securities Regulatory Commission and the National Equities Exchange and Quotations.

 

Chapter VII Management of Commitments

 

Article 113 The public commitments made by the controlling shareholders, actual controllers and relevant entities of the listed company (hereinafter referred to as the “committers”) shall be specific, clear, unambiguous, operable, and comply with laws, regulations, departmental rules and regulations. business rule requirements.

The listed company shall promptly disclose the commitments of the committer separately in the special area of ​​the information disclosure platform that complies with the provisions of the Securities Law.

Article 114 A public commitment shall include the following:

(1) The specific matters committed;

(2) The method of performance, time limit for performance, analysis of performance capability, performance risks and preventive measures, and responsibilities in the event of failure to perform;

(3) Performance guarantee arrangements, including the guarantor, the qualifications of the guarantor, the guarantee method, the main terms of the guarantee agreement (letter), the guarantee responsibilities, etc. (if any);

(4) Liability for breach of contract and statement;

(5) Other contents required by the China Securities Regulatory Commission and the National Equities Exchange and Quotations.

Commitments should have a clear time limit for performance, and vague terms such as "as soon as possible" and "time is ripe" should not be used; if the commitment involves industry policy restrictions, the time limit for performance should be clarified on the basis of policy permission.

Article 115 After making a promise, the promiser shall be honest and trustworthy, perform the promise strictly in accordance with the content of the promise, and shall not change the content of the promise or fail to perform the promise without any reason.

When the conditions for the performance of the commitment are about to be fulfilled or have been fulfilled, the committer shall notify the company in a timely manner and perform the commitment and information disclosure obligations.

Article 116 If the commitment cannot be performed or cannot be performed on time due to objective reasons beyond its control, such as relevant laws and regulations, policy changes, natural disasters, etc., the commitment person shall promptly notify the company and disclose relevant information.

Article 117 Unless the relevant laws and regulations, policy changes, natural disasters, and other objective reasons beyond its control, or otherwise required by NEEQ, the commitment can no longer be fulfilled or the fulfillment of the commitment is not conducive to safeguarding the company's rights and interests, The promiser shall fully disclose the reasons, and propose to the company or other shareholders to replace the original promise with a new promise or to waive the obligation to perform the promise.

The above-mentioned change plan shall be submitted to the general meeting of shareholders for deliberation, and the undertaker and its related parties shall abstain from voting. If the change plan has not been reviewed and approved by the general meeting of shareholders and the commitment has expired, it shall be deemed that the commitment has not been fulfilled.

 

Chapter VIII Investor Relations Management

 

Article 118 The management of investor relations of a listed company shall reflect the principles of fairness, impartiality and openness. A listed company shall objectively, truthfully, accurately and completely introduce and reflect the actual situation of the company in the management of investor relations, and avoid excessive publicity that may mislead investors in their decision-making.

A listed company shall actively manage investor relations, respond to investors' opinions and suggestions in a timely manner, and do a good job in investor consultation and interpretation.

Article 119 The management of investor relations of a listed company shall strictly abide by the requirements of relevant laws and regulations, departmental rules and business rules, and shall not publish or leak undisclosed material information in any way during investor relations activities.

Where a listed company discloses undisclosed material information during investor relations activities, it shall immediately issue an announcement through an information disclosure platform that complies with the Securities Law, and take other necessary measures.

Article 120 A listed company shall specify in its articles of association the dispute resolution mechanism between investors and the company. Disputes between a listed company and an investor may be resolved through negotiation, submitted to a professional mediation agency for securities and futures disputes for mediation, applied to an arbitration agency for arbitration, or filed in a people's court.

Article 121 A listed company at the selection level and innovation level shall establish an investor relationship management system, and designate the secretary of the board of directors as the person in charge of investor relationship management.

Article 122 A company listed on the selection layer shall strengthen communication and exchanges with small and medium investors, and establish effective channels for communication with investors. The company shall hold an annual report briefing no later than the date when the annual general meeting of shareholders is held. The chairman (or general manager) of the company, the person in charge of finance, the secretary of the board of directors, and the sponsor representative (if any) shall attend the briefing. The meeting includes the following contents :

(1) The status, development prospects and existing risks of the industry in which the company operates;

(2) The company's development strategy, production and operation, use of raised funds, and development of new products and new technologies;

(3) The company's financial status, operating performance and its changing trend;

(4) The company's difficulties, obstacles, or contingent losses in business, marketing, technology, finance, use of raised funds, and development prospects;

(5) Other contents concerned by investors.

The company shall publish a notice of convening the annual report explanatory meeting at least 2 trading days in advance, and the content of the announcement shall include the date and time, the method of convening (on-site/online), the venue or website of the convening, and the list of attendees of the company.

Article 123 A select-tier listed company shall establish a complete investor relationship management file system for investor relationship activities, and the investor relationship management file shall at least include the following contents:

(1) Participants, time and place of investor relations activities;

(2) The exchange content of investor relations activities;

(3) The handling process and accountability of undisclosed major information leakage (if any);

(4) Other content.

 

Chapter IX Social Responsibility

 

Article 124 A listed company shall actively undertake social responsibilities, safeguard public interests, ensure production and product safety, and safeguard the legitimate rights and interests of employees and other stakeholders.

Article 125 A listed company shall, according to its own production and business model, abide by product safety laws, regulations and industry standards, establish a safe and reliable production environment and production process, and earnestly assume responsibility for production and product safety.

Article 126 A listed company shall actively practice the concept of green development, integrate ecological and environmental protection requirements into its development strategy and corporate governance process, and undertake environmental protection responsibilities according to its own production and operation characteristics and actual conditions.

Article 127 Listed companies shall strictly abide by scientific ethics, respect the spirit of science, abide by due values, social responsibilities and codes of conduct, and promote the positive effects of science and technology.

In the fields of scientific and technological innovation such as life sciences, artificial intelligence, information technology, ecological environment, and new materials, avoid research, development and use of science and technology that endanger the natural environment, life and health, public safety, ethics and morality, and must not infringe on individual basic rights or damage Engage in R&D and business activities in the interests of society and public interest.

 

Chapter 10 Supervision Measures and Violation Penalties

 

Article 128 In case of violation of these Rules, NEEQ may take the following self-discipline supervision measures according to the seriousness of the circumstances:

(1) verbal warning;

(2) meeting and talking;

(3) requiring the submission of a written commitment;

(4) Issue a warning letter;

(5) order to make corrections;

(6) Requesting public corrections, clarifications or explanations;

(7) Requesting a public apology;

(8) Requesting to participate in training or examinations within a time limit;

(9) Requesting to hold an investor briefing within a time limit;

(10) Suspend the lifting of the restriction on the sale of shares of the controlling shareholder and actual controller of the listed company;

(11) Propose the listed company to replace relevant personnel;

(12) Temporarily not accepting the documents issued by the relevant leading securities firms, securities service institutions or their relevant personnel;

(13) Suspension of securities account transactions;

(14) Restrict securities account transactions;

(15) Other self-regulatory regulatory measures prescribed by NEEQ.

If the business rules are violated, but the circumstances are minor and no adverse effects are caused, the NEEQ Company may remind and educate the relevant subjects by means of supervision work reminders.

Article 129 For violation of these Rules, NEEQ may take the following disciplinary actions depending on the seriousness of the circumstances:

(1) Circular of criticism;

(2) Public condemnation;

(3) Determining that he is unsuitable to serve as a director, supervisor or senior executive of the company;

(4) Other disciplinary actions prescribed by NEEQ.

If NEEQ finds that the relevant subject is suspected of violating laws and regulations and the relevant provisions of the CSRC, if the circumstances are serious, it shall report to the CSRC.

Article 130 Under any of the following circumstances, the NEEQ Company may take self-regulatory measures or disciplinary sanctions against relevant entities:

(1) Failure to revise the company's articles of association and other systems as required;

(2) Failure to convene the general meeting of shareholders, the board of directors and the board of supervisors as required;

(3) Failure to review transactions, related party transactions and other matters as required;

(4) Failing to perform the obligation of information disclosure in a timely and fair manner as required, or the information disclosure does not meet the requirements of truthfulness, accuracy and completeness;

(5) Violating relevant regulations and infringing shareholders' rights to propose proposals, voting rights, etc.;

(6) Failure to carry out the registration and management of insiders of inside information as required;

(7) Violating public commitments;

(8) Failing to cooperate with the sponsoring securities firm in the continuous supervision work as required;

(9) Violating other provisions of these rules.

Article 131 Where the controlling shareholder or actual controller of a listed company falls under any of the following circumstances, NEEQ may take self-regulatory measures or disciplinary sanctions against the relevant entities:

(1) Interfering with the company's decision-making and business activities in violation of regulations;

(2) Taking advantage of the controlling position to harm the legitimate interests of the company and minority shareholders, and occupy the company's assets;

(3) Trading stocks in violation of regulations;

(4) Failing to perform information disclosure obligations as required or not cooperating with the listed company in performing information disclosure obligations;

(5) Violation of regulations to increase horizontal competition;

(6) Violating public commitments;

(7) Violating other provisions of these rules.

Article 132 Where the directors, supervisors and senior managers of a listed company are under any of the following circumstances, NEEQ may take self-regulatory measures or disciplinary sanctions against the relevant entities:

(1) Failure to perform the duty of loyalty and diligence;

(2) Breach of public commitments;

(3) Trading stocks in violation of regulations;

(4) Violating other provisions of these rules.

Article 133 If the leading securities firm, accounting firm, law firm, other securities service institutions and their relevant personnel violate the provisions of these Rules, NEEQ may take self-regulatory measures or disciplinary sanctions against the relevant entities.

 

Chapter Eleven Supplementary Provisions

 

Article 134 The following terms in these Rules have the following meanings:

(1) Minority shareholders refer to shareholders other than the company's directors, supervisors, senior managers and their related parties, as well as shareholders who individually or in aggregate hold more than 10% of the company's shares and their related parties.

(2) In these rules, "above" and "reach" both include this number; "exceed" does not include this number.

Article 135 The National Equities Exchange and Quotations shall be responsible for the interpretation of these Rules.

Article 136 These Rules shall come into force on the date of promulgation.

 

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