Job Recruitment Website - Job information - Corporate operations of Keda Group Co., Ltd.

Corporate operations of Keda Group Co., Ltd.

(1) Three meetings and one level

Since the company was listed, *** held 4 annual shareholders’ meetings, 2 extraordinary shareholders’ meetings, and 1 share-trading reform related The shareholders' meeting, the convening and convening procedures of the above-mentioned shareholders' meeting, the notification time, authorization, proposal review and other procedures of the shareholders' meeting all comply with the relevant provisions of the "Company Law", "Articles of Association" and "Rules of Procedure of the Shareholders' Meeting".

The company has no shareholders individually or jointly holding more than 10 voting shares of the company requesting the convening of an extraordinary general meeting of shareholders and the supervisory board has proposed convening a general meeting of shareholders; the company has no shareholders individually or jointly holding more than 3 shares. The situation of temporary proposals; there are no other violations of the "Rules for Shareholders' Meetings of Listed Companies" in the shareholders' meeting held by the company; the minutes of the company's shareholders' meeting are kept complete and safe, and all meeting resolutions are disclosed fully and timely.

The company's board of directors consists of 9 directors, including 5 independent directors. All directors are qualified for office and the appointment and removal procedures comply with legal procedures. All directors were able to perform their duties diligently and responsibly. All board members attended in person, without delegation or absence, and put forward constructive opinions and suggestions on the formulation of the company's strategic plan, the establishment and improvement of the internal control system, etc., and maintained the protect the legitimate rights and interests of the company and all shareholders.

The company has formulated the "Rules of Procedure for the Board of Directors" and the "Working System for Independent Directors" in accordance with the provisions of the "Company Law", "Articles of Association", "Guiding Opinions on Establishing an Independent Director System in Listed Companies" and other systems . The company's previous board of directors convening and convening procedures complied with relevant regulations.

The company’s supervisory board consists of three supervisors, including one employee supervisor. The company's Board of Supervisors strictly implements the relevant provisions of the Company Law and other laws and regulations and the Articles of Association, performs the supervisory functions assigned by the shareholders' meeting in accordance with the law, and is responsible and reports to the shareholders' meeting. The work of the Board of Supervisors is based on safeguarding the interests of all shareholders and the company, conscientiously performs its duties, establishes and improves the "Rules of Procedure of the Board of Supervisors", and gives full play to the supervisory function of the Board of Supervisors. All supervisors of the company are diligent and responsible during their term of office. They personally attend the board of supervisors meetings, carefully review proposals, and attend the board of directors to supervise the company's directors and senior managers.

The company has formulated the "General Manager Work Rules", which clarifies the work authority of the general manager and management. Mr. Han Xiaoming has been the general manager of the company since 2000. Each member of the company's management has long-term Production management experience, high leadership level, management level and professional level, able to implement limited control over the company's daily operations and safeguard the best interests of the company and shareholders.

(2) Internal control situation

According to relevant laws and regulations, the company has established a relatively complete and sound internal management system, and established an internal control system in 2003. The company’s internal management The system covers assessment and auditing, legal affairs, planning and finance, human resources, procurement and the use of official seals.

The company has established a full-time legal affairs department, equipped with full-time legal personnel, and has formulated a "Legal Affairs Management System" and incorporated it into the company's management system. In addition to having a full-time legal affairs department, the company also hires lawyers as the company's long-term legal advisors all year round, thereby reducing the company's various legal risks and effectively protecting the company's legal operations and legitimate rights and interests.

3. Company independence

The company is completely independent from its controlling shareholders in terms of business, personnel, assets, institutions, finance, etc.

(1) Business: The company has outstanding main business, has independent and complete business and independent operating capabilities, and is independent of the controlling shareholder. The purchase of main raw materials does not rely on the controlling shareholder, and there is no relationship with the controlling shareholder. There is horizontal competition.

(2) Personnel: The company’s personnel management is independent of the controlling shareholder. The company is completely independent in terms of labor, personnel and salary management. It has a human resources department responsible for the recruitment and dismissal of company employees, as well as the distribution of wages and bonuses. Except for the company's supervisor Yan Xingui, none of the other directors, supervisors and senior managers hold positions other than directors and supervisors in the controlling shareholder Guangrao Keda Industrial Co., Ltd. and its subordinate units.

Except for Wang Shuyun, chairman of the company's board of supervisors, and supervisor Yan Xingui, other directors, supervisors and senior managers all receive remuneration from the company.

(3) Assets: The company has independent fixed assets, intangible assets and other production systems, auxiliary production systems and supporting facilities.

(4) Institutional aspect: The company has an independent decision-making and management organization, and has set up relevant functional departments according to the needs of operation management and development. The company's organizational structure is completely independent from the controlling shareholder, and there is no co-location with the controlling shareholder.

(5) Financial aspects: The company has established an independent financial department, established an independent accounting system and financial management system, and made independent financial decisions. There is no situation where the controlling shareholder interferes with the use of the company's funds. The company opens an independent bank account and has independent rights to use the bank account. It does not use bank accounts jointly with the controlling shareholder. As an independent tax payer, the company conducts independent tax registration and pays taxes in accordance with the law.

4. Company transparency

The company complies with the "Information Disclosure Management Measures for Listed Companies" issued by the China Securities Regulatory Commission and the "Guidelines for the Management System of Information Disclosure of Listed Companies" issued by the Shanghai Stock Exchange. 》Revised the "Company Information Disclosure Management System" in a timely manner, which stipulates in detail the preparation, review and disclosure procedures of regular reports and temporary reports, and stipulates confidentiality measures for undisclosed information.

Since its listing, the company has basically been able to fulfill its information disclosure obligations in compliance with the provisions of the "Shanghai Stock Exchange Stock Listing Rules", "Measures for the Administration of Information Disclosure of Listed Companies" and the "Articles of Association". The company has not been criticized or condemned by the Shanghai Stock Exchange for any disciplinary measures due to information disclosure issues.

While doing a good job in statutory information disclosure, the company proactively discloses sufficient operating information and other information that investors are concerned about to all investors on the basis of ensuring compliance with relevant laws and regulations.