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03/15
2020
Basic summary of corporate governance of the Company
Publisher:OFFCN EDUBrowse:

During the reporting period, in accordance with relevant laws and regulations, and rules and regulatory documents from supervision authorities, i.e. Company Law, Securities Law, Code of Corporate Governance for Listed Companies in China, Stock Listing Rules of Shenzhen Stock Exchange, and Guidelines of the Shenzhen Stock Exchange for the Standard Operation of Companies Listed on the SME Board, the Company consistently improved its corporate governance structure and internal control system, and enhanced the level of corporate governance based on the actual situation. The Company’s overall operation, corporate governance system and information disclosure were sound and standardized. The actual conditions of corporate governance met the requirements of the regulatory documents with respect to the corporate governance of listed companies issued by CSRC.

1. Shareholders and the Shareholders’ General Meeting

In strict accordance with Articles of Corporation and Rules of Procedure for Shareholders’ General Meetings as well as other applicable regulations and requirements, the Company standardized the gathering, convening, deliberations and voting procedures of its shareholders’ general meetings and hired legal advisers to issue legal opinions for the shareholders’ general meetings. The Company equally treated all shareholders, especially ensured the minority of shareholders’ equal status guaranteed. During the reporting period, the Company convened three shareholders’ general meetings in total, and all resolutions of the shareholders’ general meetings were seriously implemented by the board of directors.

2. The relationship between the Company and the controlling shareholders

The controlling shareholders of the Company exercised the rights and obligations of the investors in strict accordance with Company Law. During the reporting period, there was neither any direct or indirect interference with the Company’s decision-making and operations beyond the Shareholders’ General Meeting by the controlling shareholders nor a situation where the controlling shareholders damaged the legitimate rights and interests of other shareholders of the listed Company. The Company is independent in personnel, assets, finance, institutions, business, and accounting from its controlling shareholders so that they take responsibilities and risks independently. There was neither significant related-party transactions between the Company and the controlling shareholders nor the situation where controlling shareholders occupied the funds of the listed Company, or the listed Company provided guarantees for the controlling shareholders and their subsidiaries.

3. Directors and the Board of Directors

The Company elected candidates for the Board of Directors in strict accordance with Company Law, Articles of Corporation, and Regulated Opinions on Shareholders General Meetings of Listed Companies. The number of directors and composition of the Board of Directors met the requirements of laws andregulations. The Board of Directors of the Company convened Board sessions in strict accordance with the relevant provisions of Articles of Corporation, Working System for Independent Directors, Rules of Procedure for the Board of Directors and Guidelines of the Shenzhen Stock Exchange for the Directors’ Behavior of Companies Listed on the SME Board. All directors of the Company attended the Board sessions on time, fulfilled their duties diligently, scrupulously reviewed various proposals and made scientific and reasonable decisions on major matters of the Company to effectively safeguard the interests of the Company and the legitimate rights and interests of all shareholders. Under the Board of Directors of the Company are four professional committees: Strategy and Investment Committee, Nomination Committee, Audit Committee and Remuneration and Appraisal Committee. With clearly defined powers and responsibilities and effective operations, each committee gave full play to its professional functions and provided scientific and professional opinions for the decision-making of the Board of Directors.

4. Supervisors and the Supervisor Committee

The Company elected candidates for the Board of Supervisors in strict accordance with Company Law, Articles of Corporation, and Regulated Opinions on Shareholders General Meetings of Listed Companies. The number of supervisors and composition of the Board of Supervisors met the requirements of laws and regulations. The Board of Supervisors of the Company convened the Board sessions in strict accordance with the relevant provisions of Articles of Corporation, Rules of Procedure for the Board of Supervisors, and other related regulations. All supervisors of the Company attended the Board sessions on time, fulfilled their duties scrupulously, provided supervision and opinions for major issues, related-party transactions, financial status, etc., and safeguarded legitimate rights and interests of the Company and shareholders.

5. Relevant stakeholders

The Company fully respect and safeguard the legitimate rights and interests of relevant stakeholders, constantly strengthen the awareness of social responsibility and enhance communication with all parties to coordinate the interests of the society, government, shareholders, Company, and employees, and balance the interests of the shareholders, employees and society. The Company adhered to the principle of mutual benefits and win-win results with relevant stakeholders and jointly promoted the Company’s harmonious, steady and healthy development.

6. Information disclosure and transparency

In strict accordance with the requirements of Information Disclosure Management System and Investor Relations Management System, the Company designated the Secretary of the Board of Directors to be responsible for information disclosure and receiving shareholders’ visits and consultations and to disclose the relevant information in a true, accurate, complete, timely and fair manner according to the relevant regulations so as to ensure that all shareholders of the Company can have equal access to the information.

7. Performance appraisal and incentives

During the reporting period, the Company constantly improved working performance evaluation system and incentive mechanism. The appointment and remuneration of the Company’s directors, supervisors andsenior executives were open and transparent, which met the requirements of relevant laws and regulations. The Company regularly and comprehensively evaluated employees’ working skills, values and their recognition of corporate culture by an evaluation method based on quantitative indicators of performance and qualitative standards to ensure that both the work results and growth of employees were given attention to.

8. Investor relations management

During the reporting period, the Company constantly strengthened the management of investor relations and safeguarded the legitimate rights and interests of the Company’s shareholders. The Company designated the Secretary of the Board of Directors as the head of investor relations management to organize and implement the daily management of investor relations, promptly answer investors’ questions through phone calls, emails, interactive platform and online briefings of business performance, and timely release Record of Investor Relations Activities after carrying out a survey of investors, which ensured that all the investors have equal access to the Company’s information and fully guaranteed investors’ rights to know.

Accessory: Basic summary of corporate governance of the Company