ST长方: 董事、高级管理人员行为准则（2025年8月）

Core Points - The document outlines the code of conduct for the board of directors and senior management of Shenzhen Changfang Group Co., Ltd, aiming to enhance corporate governance and compliance with relevant laws and regulations [1][2][19] - It emphasizes the importance of integrity, transparency, and accountability in the actions of directors and senior management, particularly in protecting the rights of investors, especially minority shareholders [2][4] Group 1: General Principles - The code is established to regulate the behavior of the board and senior management, ensuring compliance with the Company Law, Securities Law, and other relevant regulations [1] - It applies to all directors and senior management of the company, who are expected to continuously improve their legal awareness and business acumen [1][2] Group 2: Duties and Responsibilities - Directors and senior management must act honestly and not harm the legitimate rights of investors [2] - They are required to submit a declaration and commitment to the Shenzhen Stock Exchange, ensuring the accuracy and completeness of the information provided [2][19] - They must adhere to legal obligations and promote compliance within the company, including reporting significant changes in their declarations within five trading days [2][19] Group 3: Fiduciary and Diligence Obligations - Directors and senior management have fiduciary duties to act in the best interests of the company, including not misappropriating company assets or engaging in conflicts of interest [4][19] - They must exercise due diligence in decision-making, ensuring that all actions comply with laws and regulations [4][19] Group 4: Board Conduct - Directors are required to attend board meetings personally or delegate responsibly, ensuring that all decisions are made transparently and in accordance with established procedures [5][6] - They must be aware of the decision-making processes and ensure that all relevant information is considered before making decisions [6][7] Group 5: Independent Directors - Independent directors must perform their duties impartially and report any conflicts of interest or issues affecting their independence [14][16] - They are responsible for providing independent opinions on significant matters, ensuring that the interests of minority shareholders are protected [14][16] Group 6: Senior Management Conduct - Senior management must strictly execute resolutions from the shareholders' and board meetings, reporting any significant changes in the company's operational environment [19][20] - They are responsible for ensuring the accuracy of financial reports and must sign off on their completeness and truthfulness [20][21] Group 7: Confidentiality and Conduct - Directors and senior management must maintain confidentiality regarding company secrets and adhere to non-compete obligations even after leaving the company [22][22] - They are expected to uphold the company's image and reputation in public settings [22]