KINGTELLER(SZ:002177) Zheng Quan Zhi Xing·2025-07-02 16:36Core Viewpoint - The document outlines the behavior norms for the controlling shareholders and actual controllers of Guangzhou Yuyin Technology Co., Ltd., aiming to enhance corporate governance and protect the rights of all shareholders, especially minority shareholders [1][2]. Group 1: General Principles - Controlling shareholders must act in good faith and not misuse their control to harm the company or minority shareholders [2][3]. - They are required to exercise shareholder rights lawfully and fulfill their obligations without harming the company's or other shareholders' legal rights [3][4]. - Controlling shareholders must adhere to public commitments and disclosure obligations, and cannot engage in illegal activities such as insider trading or market manipulation [3][6]. Group 2: Protection of Minority Shareholders - In cases of conflict between the interests of controlling shareholders and minority shareholders, the former must prioritize the latter's legal rights [5]. - Controlling shareholders are responsible for compensating minority investors for any legal violations [5][6]. - They must ensure that minority shareholders can exercise their voting and proposal rights without obstruction [24]. Group 3: Share Trading Regulations - Controlling shareholders are prohibited from using others' accounts or providing funds to trade company shares [25]. - They must comply with fair disclosure principles and cannot exploit undisclosed significant information for profit [26][27]. - Any sale of shares that may lead to a change in control must consider the overall interests of the company and minority shareholders [28]. Group 4: Information Disclosure Management - Controlling shareholders must fulfill their information disclosure obligations, ensuring that all disclosed information is truthful, accurate, and complete [33][34]. - They are required to notify the company of significant changes that could impact stock prices and cooperate with the company's disclosure efforts [34][35]. - Strict confidentiality measures must be taken regarding undisclosed significant information, and any leaks must be reported immediately [36][37]. Group 5: Independence and Governance - The company must maintain independence in operations, finance, and personnel, ensuring that controlling shareholders do not interfere with management decisions [18][19]. - Controlling shareholders must not engage in activities that could compromise the company's asset integrity or operational independence [22][23]. - Major decisions should be made by the shareholders' meeting and board of directors without direct interference from controlling shareholders [44].