Implementation of Corporate Governance

I. Overview of corporate governance and information on executives

The company complies with the Company Law, the Securities Exchange Law and other securities management-related laws and regulations, and revised the "Corporate Governance Code of Practice" and "Code of Integrity Management" and other operating standards. Based on this, the company constructed a corporate governance structure and promoted related work to maintain Investors' rights and interests, exerting the functions of the board of directors and related functional committees, and improving information transparency.
On August 12, 2021, the company's board of directors approved the appointment of Wang Zhengwen, the deputy general manager of the finance department, as the director of corporate governance. As follows:

1. The board of directors consults the opinions of all directors to plan and draw up the agenda, and notifies all directors to attend at least 7 days before, and provides sufficient meeting materials to facilitate directors to understand the content of relevant issues; If the related party is related and should be avoided appropriately, the relative party will be reminded in advance.
2. Register the date of the shareholder meeting every year according to the legal deadline, prepare and report the meeting notice, procedure manual and minutes before the deadline, and handle it after the revision of the articles of association or the reelection of directors.
3. After the meeting of the board of directors and shareholders, it is responsible for reviewing the release of important information on important resolutions of the board of directors, ensuring the legality and correctness of the content of the important information, so as to ensure the equivalence of investor transaction information.
4. Report to the members of the board of directors on the revision and development of the latest laws and regulations related to the company's business field and corporate governance.
5. According to the company's industrial characteristics and the director's education and experience background, assist the directors in the annual training plan and arrange courses.
6. Provide the company information required by directors, and maintain smooth communication between directors and department heads.
7. Assist in arranging meetings between independent directors and internal audit supervisors or certified accountants to understand the company's financial business.
8. Other matters stipulated in the company's articles of association or contract.

 

II. Operational status of corporate governance

1. Assist directors to perform their duties, provide necessary information and arrange for directors’ further training
● Report to the board of directors on the latest changes in laws and regulations on corporate governance.
● Provide company information required by directors and maintain smooth communication between directors and senior managers.
● Arrange for independent directors to communicate with the internal audit supervisor and certified accountants to understand the company's financial and business conditions. Please see the company's website for details of the communication content and summary.
● Arrange regular training courses for directors; evaluate and purchase appropriate directors’ and managers’ liability insurance

2. Assist various functional committees, boards of directors and shareholders’ meetings with procedures and regulatory matters
● Develop the agenda for board of directors and functional committee meetings, and prepare discussion materials; consult directors before the board of directors to plan and draft the agenda, send meeting notices by email 7 days before the meeting, and provide sufficient meeting materials to help directors understand the content of relevant topics; If the topic content is relevant to stakeholders, relevant personnel will be reminded in an email before the meeting.
● After the board of directors and shareholders meeting, they are responsible for reviewing the release of important information regarding important resolutions of the board of directors, ensuring the legality and accuracy of the content of important information, and ensuring the reciprocity of investors' transactions.
● Register the date of the shareholders’ meeting in accordance with the legal deadline ( the date of the shareholders’ meeting in 2023 is 5 / 31 ), and complete the convening of the shareholders’ meeting within the time limit specified by the competent authority
● Handle the performance evaluation of the Board of Directors and various functional committees, and report the performance evaluation to the Board of Directors for details. Please see the company's website.

 

III. Hours of training for corporate governance executives