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华之杰: 控股股东及实际控制人行为规范

Core Points - The document outlines the behavior norms for the controlling shareholders and actual controllers of Suzhou Huazhi Jie Telecommunications Co., Ltd, emphasizing the protection of the company's and other shareholders' legal rights [1][2][3] Group 1: Responsibilities of Controlling Shareholders - Controlling shareholders and actual controllers must comply with laws, regulations, and the company's articles of association, ensuring the company's and shareholders' interests are upheld [1][2] - They are prohibited from misusing their control to harm the company or other shareholders' rights and must fulfill their public commitments [2][3] - They must not engage in insider trading, short-term trading, or market manipulation [2][3] Group 2: Information Disclosure Obligations - Controlling shareholders and actual controllers are required to disclose information truthfully, accurately, and timely, avoiding any misleading statements or omissions [4][5] - They must cooperate with the company's information disclosure processes and respond promptly to inquiries [4][5] - Any significant changes in their shareholding or legal status must be reported to the company immediately [4][5] Group 3: Related Party Transactions - Related party transactions must adhere to principles of equality, voluntariness, and fairness, with written agreements in place [2][3] - They are not allowed to engage in unfair related party transactions that could harm the company or minority shareholders [2][3] Group 4: Control and Share Transfer - Controlling shareholders must maintain control stability and ensure fair and reasonable transactions if transferring control [8][9] - They must conduct due diligence on potential transferees and ensure compliance with all obligations before any transfer [8][9] Group 5: Compliance and Enforcement - The document mandates that controlling shareholders take effective measures to ensure their commitments are fulfilled and provide guarantees for high-risk commitments [9][10] - In cases where there are no controlling shareholders, the largest shareholder must comply with the same norms [10]