西典新能: 控股股东及实际控制人行为规范（2025年6月）

Core Points - The document outlines the regulations for the behavior of the controlling shareholders and actual controllers of Suzhou Xidian New Energy Electric Co., Ltd, aiming to enhance corporate governance and protect the rights of minority shareholders [1][4][14] Group 1: General Principles - The controlling shareholder is defined as a shareholder holding more than 50% of the company's total share capital or having significant influence over shareholder meetings [1] - The actual controller is defined as a person who, despite not directly holding shares, can control the company through investment relationships or agreements [1] - The behaviors of certain related parties are treated as those of the controlling shareholder or actual controller [1] Group 2: Overall Requirements - Controlling shareholders and actual controllers must comply with laws and regulations, exercise shareholder rights lawfully, and not abuse these rights to harm the company or other shareholders [3][4] - They are required to disclose information accurately and timely regarding shareholding changes and must not conceal their identities [3][4] Group 3: Information Disclosure Obligations - Controlling shareholders and actual controllers must cooperate with the company in fulfilling its information disclosure obligations, especially during unusual stock price fluctuations or media reports that may impact stock prices [4][5] - They must notify the company of significant changes in shareholding or any legal restrictions affecting their shares [5][6] Group 4: Conduct and Responsibilities - Controlling shareholders and actual controllers must ensure the company's asset integrity, personnel independence, financial independence, and business independence [6][7] - They are prohibited from using their control to harm the legitimate rights of the company and minority shareholders [7][8] Group 5: Financial Independence - Controlling shareholders and actual controllers must not occupy company funds or require the company to provide guarantees unlawfully [9][10] - They must ensure that the company's financial operations remain independent from their personal or affiliated entities [10][11] Group 6: Business Independence - They must not engage in significant competition with the company or require unfair transactions [12][13] - The independence of the company's operations must be maintained without undue influence from controlling shareholders or actual controllers [12][13] Group 7: Shareholder Rights - Controlling shareholders and actual controllers must respect the rights of minority shareholders, including their proposal and voting rights [11][12] - They should ensure that any transactions with the company are conducted on an equal and fair basis [12][13] Group 8: Compliance and Accountability - Controlling shareholders and actual controllers must adhere to their commitments regarding share transfers and maintain stability in the company's ownership structure [12][14] - They are responsible for any illegal actions and must compensate minority investors if necessary [7][8]