Core Points - The document outlines the behavior norms for the controlling shareholders and actual controllers of Suzhou Guangge Technology Co., Ltd, aiming to protect the rights and interests of the company and its shareholders [1][2][3] Group 1: General Principles - The controlling shareholder is defined as a shareholder holding more than 50% of the company's total share capital or having significant influence over shareholder meetings [1] - The actual controller is defined as a natural person, legal entity, or organization that can actually control the company's actions through investment relationships or agreements [1] - Controlling shareholders and actual controllers must comply with relevant securities market laws and regulations to promote the company's standardized operation and improve its quality [1][2] Group 2: Corporate Governance - Controlling shareholders and actual controllers should establish systems to clarify decision-making processes for significant company matters and ensure the company's independence [2] - They must maintain the integrity of the company's assets and not infringe upon the company's rights to its property [2][3] - They are required to handle the transfer of assets to the company in a timely manner according to legal and contractual agreements [2] Group 3: Independence Maintenance - Controlling shareholders and actual controllers must ensure the independence of company personnel and not influence personnel decisions outside of their legal rights [3][4] - They should maintain the financial independence of the company and not misuse company funds for non-operational purposes [4] - They must support the independent operation of the company's board and other departments without exerting undue influence [4][5] Group 4: Information Disclosure - Controlling shareholders and actual controllers are obligated to fulfill information disclosure duties in a timely, fair, truthful, and complete manner [6][7] - They must notify the company of significant events that could impact the company's securities trading prices [7][8] - They are required to cooperate with the company's information disclosure processes and maintain confidentiality regarding undisclosed significant information [8][9] Group 5: Share Trading and Control Transfer - Controlling shareholders and actual controllers must adhere to legal regulations when trading company shares and cannot engage in short selling or derivative trading involving the company's stock [10][11] - They are prohibited from reducing their shareholdings under certain conditions, such as ongoing investigations or significant financial issues [11][12] - Any transfer of control must be conducted fairly and without harming the interests of the company and other shareholders [15][16]
光格科技: 控股股东及实际控制人行为规范