创意信息: 董事、高级管理人员行为规范（2025年7月）

Core Viewpoint - The company has established a set of behavioral norms for its directors and senior management to enhance corporate governance, protect shareholder rights, and ensure compliance with relevant laws and regulations [1][2]. Summary by Sections General Principles - Directors and senior management are required to continuously learn professional and market knowledge [2] - They must adhere to laws and the company’s articles of association, act in the company's best interests, and avoid personal gain from their positions [2][3] - Acceptance of bribes or illegal income is strictly prohibited [3] - Misappropriation of company funds is not allowed [3] - Directors and senior management cannot open accounts in their names to store company assets [3] Director Behavior Norms - Directors must personally attend board meetings or delegate their attendance with clear voting instructions [4] - Directors must disclose if they miss board meetings consecutively [5] - They should carefully evaluate the legality and risks of authorized matters and ensure compliance with company regulations [6] - Directors must assess the necessity and fairness of related party transactions [6][7] - They are responsible for monitoring the execution of authorized matters [6] Chairman's Special Behavior Norms - The chairman should promote the establishment of internal systems and ensure the board operates legally [9] - They must not override collective decision-making processes of the board [9] - The chairman is responsible for ensuring that independent directors and the board secretary have the necessary information to perform their duties [9] Independent Director Special Behavior Norms - Independent directors must act impartially and report any conflicts of interest [10] - They have the authority to approve significant related party transactions before board discussions [10] - Independent directors must conduct due diligence and report any significant issues to regulatory authorities [12] Senior Management Behavior Norms - Senior management must act in the best interests of the company and shareholders, adhering to board decisions [13] - They are required to report significant operational or financial events to the board promptly [13][14] - The board secretary must ensure compliance with information disclosure regulations [14]