广钢气体: 广州广钢气体能源股份有限公司董事及高级管理人员行为规范

Core Viewpoint - The document outlines the code of conduct for directors and senior management of Guangzhou Guanggang Gas Energy Co., Ltd., emphasizing the importance of legal compliance, fiduciary duties, and the protection of company interests. Summary by Sections General Principles - The code aims to enhance the corporate governance structure and regulate the behavior of directors and senior management in accordance with relevant laws and the company's articles of association [1][2]. - Directors and senior management must act in good faith, diligently, and prudently, avoiding conflicts of interest and not exploiting their positions for personal gain [1][2]. Conduct of Directors and Senior Management - Directors and senior management are prohibited from using their positions to gain personal benefits or to misappropriate company assets [2][4]. - They must ensure the safety and integrity of company assets and distinguish between personal and company expenses [2][4]. - There is a strict obligation to disclose information accurately and completely, avoiding any misleading statements or omissions [2][4]. Reporting Obligations - Directors and senior management must report any significant issues regarding the company's major shareholders or actual controllers to the board [2][4]. - They are required to report any violations of laws or regulations by the company or its personnel immediately [4][5]. Responsibilities and Accountability - Directors and senior management are liable for damages caused by their actions while performing their duties, especially in cases of intentional misconduct or gross negligence [5][6]. - Their responsibilities do not cease upon leaving their positions, and the board must take necessary actions to protect the interests of the company and minority shareholders [5][6]. Specific Conduct Guidelines for Directors - Directors must attend board meetings personally or delegate responsibly, ensuring that their voting intentions are clear [6][7]. - They should be aware of the decision-making processes and assess the legality and potential impacts of the matters discussed [6][7]. Major Transaction Oversight - Directors are required to thoroughly understand and evaluate the implications of major transactions, ensuring they align with the company's interests and do not harm minority shareholders [8][9]. - In cases of related party transactions, directors must assess the necessity and fairness of the terms [8][9]. Financial and Investment Decisions - Directors must analyze the feasibility and risks of investment projects, ensuring they are in line with the company's core business [10][11]. - They should also scrutinize any changes in the use of raised funds and ensure compliance with relevant regulations [10][11]. Information Disclosure and Media Relations - Directors must ensure that all disclosed information is accurate and complete, and they should monitor media reports that may affect the company's stock price [11][12]. - Any discrepancies in reported information must be addressed promptly, and necessary disclosures made to the stock exchange [11][12]. Role of the Chairman and Senior Management - The chairman is responsible for promoting the establishment of internal systems and ensuring the board operates effectively [13][14]. - Senior management must act in the best interests of the company and shareholders, adhering to board decisions and reporting significant changes in the business environment [15][16].