海陆重工: 控股股东、实际控制人行为规范(2025年8月)

Core Points - The document outlines the behavior norms for the controlling shareholders and actual controllers of Suzhou Hailu Heavy Industry Co., Ltd, aiming to protect the rights of the company and minority shareholders [1][2][3] Group 1: General Principles - Controlling shareholders and actual controllers must act honestly and in accordance with laws and regulations, ensuring the company's and all shareholders' interests are maintained [3][4] - They are required to uphold the company's independence and not exploit their control for illegal benefits or misuse company resources [3][4] Group 2: Rights and Obligations - Controlling shareholders and actual controllers must exercise their rights and fulfill obligations without concealing their identities or evading responsibilities [2][3] - They must ensure that any agreements regarding control arrangements are clearly defined and communicated [2][3] Group 3: Information Disclosure - There is a strict obligation for controlling shareholders and actual controllers to disclose information accurately, completely, and timely, avoiding any misleading statements or omissions [4][5] - They must establish a management system for information disclosure, ensuring that all significant information is communicated to the company [18][19] Group 4: Financial Independence - Controlling shareholders and actual controllers must maintain the financial independence of the company, avoiding any non-operational occupation of company funds [6][7] - They are prohibited from using company accounts for personal or related party transactions [6][7] Group 5: Business Independence - The document emphasizes the need for maintaining the company's operational independence, preventing any conflicts of interest or competition with the company [8][9] - Controlling shareholders and actual controllers must support the company in establishing independent operational models [8][9] Group 6: Share Trading Regulations - There are specific regulations governing the buying and selling of company shares by controlling shareholders and actual controllers, including the requirement to report and disclose plans for share reductions [11][12] - They must not engage in share trading based on undisclosed significant information [13][14] Group 7: Compliance and Accountability - Controlling shareholders and actual controllers are accountable for their commitments and must ensure that any promises made are clear, actionable, and fulfilled [5][6] - They must notify the company of any significant changes in their shareholding or control status [16][17]