华平股份: 控股股东、实际控制人行为规范

Core Viewpoint - The document outlines the regulations governing the behavior of controlling shareholders and actual controllers of Huaping Information Technology Co., Ltd., aiming to protect the rights of the company and minority shareholders while ensuring compliance with relevant laws and regulations. Group 1: General Principles - The regulations apply to the actions and information disclosure of controlling shareholders, actual controllers, and their related parties [2] - Controlling shareholders are defined as those holding more than 50% of the company's shares or having significant voting power [2] - Actual controllers are defined as individuals or entities that can influence the company's actions through investment relationships or agreements [2] - The document emphasizes the responsibility of controlling shareholders and actual controllers to compensate minority investors for any illegal actions [2] Group 2: Conduct Norms - Controlling shareholders and actual controllers must adhere to laws and regulations, exercising their rights without harming the company or minority shareholders [3] - They are prohibited from concealing their identities to evade obligations and responsibilities [3] - There is a duty of loyalty and diligence towards the company and minority shareholders, prioritizing their interests over personal gains [3][4] - They must not misuse their control to harm the company's interests or engage in self-dealing [4] Group 3: Financial Independence - Controlling shareholders and actual controllers must ensure the company's financial independence and not engage in actions that could compromise it [5][10] - They are prohibited from using company funds for personal expenses or debts [4][5] - The document outlines specific actions that constitute financial misconduct, such as requiring the company to cover personal costs or debts [4] Group 4: Information Disclosure - Controlling shareholders and actual controllers must comply with information disclosure obligations, ensuring that all disclosed information is accurate and complete [6][19] - They are required to maintain confidentiality regarding undisclosed significant information and must not engage in insider trading [7][19] - The document mandates that any significant changes in shareholding or control must be reported promptly [19] Group 5: Share Trading Regulations - Controlling shareholders and actual controllers must follow legal requirements when buying or selling company shares, ensuring stability in the company's shareholding structure [12][13] - They are prohibited from using undisclosed information for personal gain during share transactions [13] - The document specifies conditions under which share transfers are allowed, emphasizing the need for fair and reasonable transactions [14] Group 6: Amendments and Implementation - The regulations are subject to revision by the company's board of directors and will take effect upon approval [20] - Any matters not covered by these regulations will be governed by relevant national laws and regulations [20]