Two major exchanges emphasize the management of seals for listed companies! Contract Lock Helps Listed Companies with Compliance Seals
Recently, the Shanghai Stock Exchange, Shenzhen Stock Exchange and other two major exchanges have successively revised the "Guidelines for Self discipline Supervision of Listed Companies", and also mentioned:; Listed companies should establish a sound seal management system, clarify the responsibilities for seal custody and approval authority for use, and designate a dedicated person to safeguard seals and register their usage. ” “ Seal Management; It has become one of the important contents of compliance supervision for listed companies. Currently, a large number of electronic and physical seals coexist within listed companies. How to standardize and strengthen them; Seal Management; Becoming an urgent matter! As a symbol of power for listed companies, if there are any non compliant operations in the management and use of the seal, not only may the company face legal disputes, but regulatory authorities such as the China Securities Regulatory Commission may also order rectification in the form of regulatory letters, penalty letters, and sometimes fines. Combining recent cases of seal supervision by the China Securities Regulatory Commission and the China Securities Regulatory Bureau, we have identified over ten common issues related to the management and use of seals by listed companies. Based on intelligent seal control products, integrating functions such as seal system execution review, risk warning, data analysis, and dynamic reminders, to help listed companies achieve; Electronic seal+physical seal” Full lifecycle management, realizing self-examination, prevention, and handling of seal issues, ensuring compliance and safe use of seals. strong data-t
ag-apply-id="strong-25c7417b"> Common regulatory cases in the China Securities Regulatory Commission
Issues and Countermeasures of Seal Management in Listed Companies
Note: The following regulatory cases are compiled from letters sent by the Shenzhen Stock Exchange and the Shanghai Stock Exchange, as well as rectification notices issued by various securities regulatory bureaus.
Reference documents:"Code of Governance for Listed Companies", "Basic Norms for Internal Control of Enterprises" (May 2008), "Shenzhen Stock Exchange Self discipline Supervision Guidelines for Listed Companies No. 1‐ — Standardized Operation of Main Board Listed Companies (Revised in 2025), Shanghai Stock Exchange Self Regulatory Guidelines for Listed Companies No. 1-; — Standardized Operation (Revised in May 2025).
Source of the letter:Beijing Regulatory Bureau of China Securities Regulatory Commission [2021] No. 239, Zhejiang Securities Regulatory Bureau of China Securities Regulatory Commission [2022] No. 77, Qinghai Regulatory Bureau of China Securities Regulatory Commission - Qingzheng Jian Zhi Zi [2020] No. 1, Shenzhen Securities Regulatory Bureau Company Zi [2011] No. 35, New Securities Regulatory Bureau [2016] No. 203, etc
Problem 1: The seal management system is missing or not revised and updated in a timely manner
○ Regulatory Case:
· A certain listed company received a regulatory letter from the China Securities Regulatory Commission in 2019 for failing to establish a management system for the seals of the board of directors and the supervisory board, and for not clearly regulating their use and storage processes. The company was ordered to improve and perfect its management system.
· According to the "Seal Management System" of a listed company, the company has two contract specific seals, which are respectively used for sales contracts of adhesive fiber products and other contracts issued in the name of the company. At present, the company uses Contract Seal 2 for all contracts, and Contract Seal 1 has been sealed. However, the company has not timely revised the "Seal Management System" based on the actual situation.
Risk Warning: According to various judicial cases and regulatory regulations, if the company's internal seal management system is not perfect or not updated in a timely manner, and there are problems such as private seals or carrot seals, the company may bear joint and several liability and have to admit the effectiveness of illegal seal use, facing legal disputes.
Contract Lock Response Plan Contract Lock
Integrating AI Intelligent Agents to Provide“ for Listed Companies; AI Institutional Assistant; Assist in intelligent generation and optimization of seal management system, automatically scan and review the implementation of system terms, and generate adjustment suggestions based on comparison results. Question 2: Failure to follow approval procedures for seal usage, misuse of seals span data style apply id="font family e6344470" style="font fam
ily: Arial,Helvetica,sans-serif; Regulatory case: · A listed company carried out the company seal and legal representative signature seal without following the approval procedures. Cao, the chairman of a listed company, privately used the company seal to provide guarantees for the 160 million yuan loan from Company A, which he controlled, to Company B, and provided a board resolution signed by four directors to Company B. The contract documents of a listed company were stamped without the approval of the final review personnel, the approval opinions for stamping were inconsistent, the stamped documents or attachments were smeared without explanation or signature, the handling personnel signed on behalf of them, the stamping approval process was incomplete, and there were two versions of the "Official Seal Use Approval Form".
Risk Warning:
There is a lack of a strict seal approval system within listed companies, which may result in unauthorized use of seals, stamping without careful review of seal content, and forced use of seals in cases of inconsistent approval opinions, leading to illegal signing.
Contract Lock Response Plan
Contract Lock can help listed companies establish a standardized seal operation approval system in accordance with the seal management system, ensuring that all signature and seal operations must undergo process approval, leaving a trace of the signing process, and ensuring program compliance and non repudiation of results.
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Style="font size: 16px;">Question 3: Missing or incomplete seal records
Regulatory case:
· Some of the seal application forms for a listed company in 2022 were found to have incomplete filling elements, overly simple application reasons, lack of approval signatures, and non-standard use of pencils; The company seal application form is kept in loose leaf format without using a continuously numbered seal registration book, which cannot guarantee the integrity of the seal registration and is inconsistent with the company's internal seal management system.
· The financial special seal of a subsidiary of a listed company has not been registered, and the office seal has only been signed by the handler and not by the approver.
· Some of the document names and reasons in the "Registration Form for the Use of Official Seals" of a listed company are filled in simply, some seal applications do not fill in the reasons, and some seal applications do not have the signature of the approver.
Risk Warning: According to the requirements of the Seal Management System, when the seal custodian registers the use of the seal, they must indicate the time, seal name, date of use, purpose of use, seal user, approver, custodian, and other information.
The use of seal records is mainly for users to restore and testify about the process of using seals. If there are selective records, incomplete information filling, or tampering with content offline, once problems arise, they cannot be used as evidence to restore the process of using seals.
Contract lock response plan
Contract lock Provide users with automatic recording and certification services for seal usage data, detailing information such as seal usage time, seal name, date of use, purpose, approver, and signed documents. At the same time, ensure data integrity, authenticity, and trustworthiness through certification preservation.
Question 4: Violation of Seal; Decentralized storage; Principle
○ Regulatory case:
· A listed company in Anhui Province was found to have issues with seal management during a special inspection by the local securities regulatory bureau; The company uses multiple official seals simultaneously, including the company seal, contract seal, finance seal, and legal representative seal, all of which are kept by the finance department. There is also a behavior of lending official seals for a long time without specifying the purpose of use. Seal management does not reflect the checks and balances and supervision of incompatible positions. ”
Risk Warning: Seals are centrally managed by a single person without supervision, which may lead to risks such as unauthorized use of seals, unauthorized use of seals, and personal seals due to the excessive power of seal management personnel. Seals pose great harm.
Contract Lock Response Plan
Contract Lock The intelligent seal control platform has flexible permission allocation and supervision capabilities, implementing a three member separation management mode for seal administrators, seal users, and system administrators to ensure that administrator permissions do not overlap and are supervised.
At the same time, integrating AI risk warning services, automatically monitoring the allocation of permissions in the system, and once there is a permission overlap or vacancy, automatically warning, reminding and blocking risks to ensure seal security. Question 5: Seal used beyond the scope and stamped incorrectly ○ Regulatory case: · A listed company's seal type and scope are unclear, and when signing a loan contract, it did not use the financial special seal as stipulated in the Seal Management System, but instead used the contract special seal. The seals of the board of directors and supervisory board of a listed company are not managed by dedicated personnel and are managed by the finance department. During the use of the seals, they were not registered item by item in accordance with the "Seal Management System".
Risk Warning: Within listed companies, it is required to stamp any document with the same seal. For example, the board seal is only limited to the signing of resolution documents such as the board of directors, the supervisory board, and the shareholders' meeting. If not controlled, it is likely to result in improper use of seals, incorrect seals, and excessive use of seals, which will affect the effectiveness of the documents.
Contract Lock Response Plan
a href=“ https://www.qiyuesuo.com/?
Source=12&keyword=gw-ssgsdzq250813 "rel=" noopener noreferer "target=" -blank ">Contract Lock integrates intelligent process configuration to help users bind seals for HR, procurement, and other scenarios, and automatically match suitable seals based on business type during use. Automatically associate seal information with documents such as personnel, procurement, and meeting materials during the signing process to ensure correct and compliant stamping. Question 6: Inadequate supervision of subsidiary seals and lack of internal control
○ Regulatory case:
The original management personnel of a subsidiary of a listed company violated the company's "Seal Management System" by using the company seal and failing to follow the approval procedures before using the seal, resulting in the occurrence of related litigation cases and deficiencies in the company's internal control.
Risk Warning:
If the seals are scattered among various subsidiaries, it is difficult for the headquarters to keep track of the seal dynamics in real time, and the seal security is not guaranteed. The risks of illegal use of seals and unauthorized stamping cannot be intervened and prevented in a timely manner, resulting in high business risks.
Contract Lock Response Plan a href=“ https://www.qiyuesuo.
com/? source=12&keyword=gw-ssgsdzq250813" rel="noopener noreferrer" target="_blank"> The contract lock intelligent printing control platform can help listed companies achieve a unified system for managing, using, and controlling seals throughout the entire group. Headquarters and subsidiary company seal updates
Real time updates can be obtained by opening your phone , using SMS notifications for key operations such as seal changes, suspensions, etc. to remind regulators and ensure that each seal is safely used within a controllable range. Question 7: Using his position to privately engrave seals
○ Regulatory case:
A senior director of a listed company forged customer seals, impersonated customer identities, and signed five contracts with the company. As of the end of September 2020, the balance of accounts receivable exceeded 70 million yuan, and the company incurred nearly 20 million yuan in idle costs as a result.
Risk Warning:
During the process of signing a paper contract, it is difficult to verify the true identity of the actual signatory and the authenticity of the seal affixed in a timely manner, and there may be frequent occurrences of“ Fake identity proxy signature; 、 “ Using fake seals to sign contracts; The situation is difficult to distinguish between true and false, and the risk is high. Contract lock response plan
All documents are approved and signed online, and facial recognition is used to confirm the true identity of the signatory. At the same time, the electronic seal can be used to check the authenticity results online, and fake identities and seals can be identified in seconds to prevent fraud.
img src=" https://dl.qiyuesuo.com/image/0eafa1904cfc40da95b312c9746cde27.
png" style="width: 300px; Problem 8: Lack of supervision on seal taking out, high risk of use
○ Regulatory case:
· A listed company failed to record on the registration form that someone carried the seal out, and the borrowing and returning time was not clearly recorded.
Risk Warning:
In scenarios such as sales bidding, finance going to banks to handle business, etc. that require on-site stamping, it is often necessary to carry the stamp out, resulting in a blank supervision of the stamp and a five fold verification of whether the stamp has been misused. Contract Lock Response Plan
Contract Lock
style-apply-id="font-family-07e4226a" style="font-family: Arial,Helvetica,sans-serif;"> Regulatory case: A listed company adopted a new version of its official seal on March 7, 2016. On the same day, the company's seal custodian transferred the old seal to the then chairman and legal representative Chen for safekeeping. On March 29 and April 10, 2016, the old version of the seal was used to sign the "Guarantee Contract" and "Loan Contract". The company's "Seal Management System" does not provide clear regulations on the storage, sealing, and disposal of used official seals, and the internal control system for seal management is not sound. Risk Warning:
The "Seal Management System" of listed companies needs to cover the entire process of seal engraving, activation, use, storage, sealing, and destruction. Waste seals also need to comply with the internal seal management system of the company, designate a dedicated person to store, seal, and arrange for timely destruction. If not handled in a timely manner, it is very likely to result in the simultaneous use of multiple seals. If used improperly, it is likely to lead to contract disputes, and the company may bear economic losses due to internal seal management chaos.
Contract Lock Response Plan Contract Lock
can provide users with convenient seal status management services. At any time
, open your phone and check the seal information to use and disable the seal
Y-id="font family 5f1a68f4" style="font family: Arial, Helvetica, Sans serif;">○ Regulatory case:
・ The legal representative of a listed company has been changed from A to B, and the industrial and commercial change has been completed recently. However, as of now, A has not yet transferred the company seal, which affects the normal operation of the company's business.
Risk Warning: When the legal representative of a listed company changes, it is necessary to synchronously hand over the seals. Offline transfer of seals may result in unwillingness to transfer or forced occupation of seals, which poses a risk of seal loss or uncontrolled misuse. Contract lock response plan
Contract lock can provide users with online handover management services. When the enterprise legal representative changes, the seal administrator can synchronize online; Transfer of Seal Authorization; No need for manual docking, complete seal handover in an orderly and compliant manner. Click here to view the application scenarios of electronic signatures for listed companies;
Includes: Official documents/minutes of shareholder meetings/resolutions of shareholder meetings/voting agreements of directors and supervisors/employee equity incentive agreements/employee follow-up investment agreements/attendance receipts/personnel documents/recruitment documents, etc. Service advantages of contract lock in listed companies:
Contract lock as an industry-leading a href=“ https://www.qiyuesuo.com/?
Source=12&keyword=gw-ssgsdzq250813 "rel=" noopener noreferer "target=" -blank ">Electronic signature, intelligent electronic contract service provider,Since its establishment, it has not been involved in any customer litigation disputes, with42000service experience in multiple large and medium-sized organizations,According to the Frost&Sullivan report, the localization deployment of contract locks is full. Being the industry leader, we can provide secure, compliant, and convenient electronic signature services for listed companies at any time.
· Product qualifications are complete, compliant and safe: The contract lock product is designed strictly in accordance with the requirements of the Electronic Signature Law and has the capability to; Commercial Password Product Certification Certificate CMMI3、 Level 3 security protection and ISO27001 information security management system certification; Waiting for numerous authoritative certificates can provide government agencies with compliance, security, and trustworthiness< span data-style-apply-id="font-family-2f0791a7" style="font-family: Arial,Helvetica,sans-serif;">Electronic signatureand seal control services.
· Industry wide and scenario specific solutions: Contract locks can provide customized solutions for listed companies in various industries, covering over 70 segmented industries and thousands of application scenarios, and can be implemented at any time.
· Excellent integration capability:It can be integrated with various management software as needed, helping to create intelligent electronic signature scenarios that meet the needs of central state-owned enterprises for document and office handling.
· Intelligent risk control warning capability:Integrating AI intelligent technology, providing contract legal risk review, seal management risk blocking and other services for listed companies, improving their risk response speed and enhancing their internal control capabilities.
· Convenient to use on mobile devices: Contract locks are deeply integrated with mobile office ecosystems such as enterprise WeChat, DingTalk, and Feishu, allowing users to start using electronic signatures on mobile apps, mini programs, and SMS H5 pages, with convenient operation.
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