Corporate Governance
The company strictly follows the requirements of laws, regulations, and normative documents such as the Company Law of the People's Republic of China, the Securities Law of the People's Republic of China, the Shenzhen Stock Exchange's Listing Rules for Growth Enterprise Market Stocks, and the Corporate Governance Guidelines, and has established a relatively complete corporate governance structure and various internal control systems. The company's shareholders' meeting, board of directors, board of supervisors, and management team perform their respective duties and operate in accordance with their respective rules of procedure and work systems; directors, supervisors, and senior management personnel diligently perform their duties; independent directors conscientiously perform their duties; and information disclosure work strictly follows the obligations of disclosure in a true, accurate, complete, fair, and timely manner.
Well-established Governance Structure
The company has established a modern corporate governance structure of "three meetings and one layer." The shareholders' meeting is the highest authority, the board of directors is the decision-making body, the supervisory board is the supervisory body, and the senior management is the executive body. To meet the needs of strategic development, ensure scientific decision-making, enhance the board of directors' effective supervision of the management, standardize the generation of directors and senior management personnel, and improve the assessment and compensation system, the company has established four specialized committees under the board of directors: strategy, audit, nomination, and compensation and assessment. Detailed rules of operation have been established for these four committees to ensure their responsibilities. This promotes the professional operation of the board of directors and more effectively leverages the board's supervisory, check-and-balance, and decision-making functions.
Board of Directors Composition
The board of directors consists of 7 directors, including 1 chairman and 3 independent directors. The chairman of the company's board of directors also serves as the general manager of the company to strengthen the connection between the board of directors and the company's management, increase the management's recognition of the board's agenda, ensure the effective use of company resources and policies, and improve operational efficiency. In accordance with the Company Law and the Company Articles of Association, the independent directors of the board of directors account for more than 1/3; the audit, nomination, and compensation and assessment committees are all chaired by independent directors, and independent directors constitute more than half of each committee. Each independent director does not concurrently serve as an independent director of more than 3 domestic listed companies. This organizational structure ensures the independence of the board of directors, and the ability to fulfill responsibilities ensures that independent directors have sufficient time and energy to independently perform their duties. To prevent and mitigate conflicts of interest, the company's articles of association and rules of procedure, formulated by the board of directors, clearly define the applicable situations for the avoidance principle.
Status of Board Members
Committee Chair
Committee Members
The company pays attention to the diversification of the board of directors, striving to enrich the representation of board members in terms of age, skills, experience, qualifications, and background, to provide the board of directors with a wider range of perspectives, support more comprehensive decision-making, and improve company performance.
Responsibilities and Authority of the Board of Directors
The responsibility of the board of directors is to lead the company and create long-term value for shareholders. The board of directors is responsible for setting the company's values and standards, ensuring that they align with the company's strategic goals and desired business culture, and respond to the needs of shareholders and other stakeholders (including employees, suppliers, customers, and the business operating environment); approving the company's strategic goals, and providing the necessary financial and human resources to achieve these goals.
The board of directors authorizes the company's senior management, headed by the general manager, to lead the company's daily operational decision-making, to set effective internal control measures for the company, and to ensure that the company meets its commitments and expectations to society and other relevant parties. The board of directors regularly reviews and evaluates the operational management performance of the company's senior management.
Nomination and Selection of Directors
The company has formulated the Rules of Procedure for the Board of Directors Nomination Committee, which clearly defines the relevant procedures and standards for the nomination, qualifications, and evaluation of director candidates, including the evaluation standards for the independence and diversity of the board of directors.
According to the provisions of the Company Articles of Association, the directors and independent directors of the company's board of directors are nominated by the board of directors and shareholders holding more than 1% of the shares, and are elected by the shareholders' meeting for a term of 3 years. If an alternate member is elected as a member of the board of directors during the member's term of office, the newly elected member shall complete the term of office of the former member.
Board of Directors Capacity Building and Performance Evaluation
In order to enhance the directors' understanding of the company's business, ecosystem, and competitive environment, the company organized a series of training courses for the board of directors during the reporting period. The training topics covered important legal and regulatory dynamics and other issues closely related to the company's sustainable development. The board of directors conducts a self-evaluation annually in accordance with the Rules of Procedure for the Board of Directors Nomination Committee.
Investor Relations
The company has always focused on maintaining a strong and open relationship with investors, fulfilling its information disclosure obligations truthfully, accurately, completely, and timely through regular reports and various announcements, communicating the company's strategy and decisions to the market through interactive methods such as shareholders' meetings, conference calls, and investor research, and receiving feedback from investors.
Investor Communication Overview for the Reporting Period
Regular Reports
Various Announcements
Online Interactive Platform Replies
Members of the board of directors and senior management regularly communicate and exchange information with institutional investors to understand investor feedback on various issues, including the company's strategy and financial performance, operations, products, executive compensation, board composition and leadership structure, and important environmental and social issues.
Shareholder Returns
In accordance with the relevant requirements of the China Securities Regulatory Commission's Notice on Further Implementing Matters Concerning Cash Dividends of Listed Companies and the Listing Company Supervision Guideline No. 3—Cash Dividends of Listed Companies, as well as the relevant provisions of the profit distribution policy in the Company Articles of Association, the company, while paying attention to its own development, attaches great importance to the reasonable investment returns of shareholders. Since its listing, the company has cumulatively distributed cash dividends to shareholders7,261.72yuan.
Green Operation
The company strictly abides by the environmental protection laws and regulations of the country or region where its operations are located, such as the Environmental Protection Law of the People's Republic of China, the Law of the People's Republic of China on the Prevention and Control of Environmental Pollution by Solid Waste, and the Law of the People's Republic of China on the Prevention and Control of Water Pollution, adheres to the concept of green development, actively advocates and practices green office work, and is committed to jointly building a green ecological environment.
The company advocates green office work. When leasing office space, it considers green buildings as one of the factors, comprehensively considering cost, employee living convenience, and other factors to reduce the impact on the environment and provide employees with a healthier and more comfortable working environment.
In order to improve space utilization, the company promotes the concept of shared offices. In the office space decoration standards, quantitative indicators of per capita office area are set; for the renovation of old office spaces, the existing meeting spaces will also be flexibly handled to meet the needs of shared offices at any time, and large assets such as computers, servers, monitors, and office furniture are numbered and registered for efficient use of these assets in various regional companies.
Nanjing Shangluo Electronics Co., Ltd.'s sales and related management activities of electronic components have passed ISO14001 environmental management system certification.
Electricity Management
The company's lighting system uses energy-saving lamps. Lighting fixtures should only be turned on in necessary areas and based on actual needs. Employees are encouraged to utilize natural light sources instead of electric lighting when sufficient natural light is available. Strict management of electrical equipment is required. Employees must carefully check and ensure that all electrical equipment is properly switched off before leaving work to avoid the continuous operation of unnecessary equipment and reduce energy consumption.
Air conditioners are major energy-consuming devices in office environments. When purchasing air conditioning equipment, we prioritize high-efficiency products and, during use, minimize energy consumption through temperature settings, regular inspections, and maintenance.
During the reporting period, the company had a total of35office locations, with a total office area exceeding8.55million square meters, mostly located in multi-tenant office buildings. To contribute to the global reduction of carbon dioxide emissions, the company actively promotes the application of clean energy. The photovoltaic installed capacity of the Binjiang base has reached715.5KWP. The total electricity consumption during the reporting period was198.43million kilowatt-hours, of which177.97million kilowatt-hours came from the municipal power grid, and photovoltaic power generation was20.46million kilowatt-hours.
Water Management
The water used by the company's various units comes from the municipal tap water network and fire protection network, mainly used for daily services, office work, living, and fire protection. We improve employees' water-saving awareness through water-saving publicity and training, install water-saving faucets, water-saving toilets, and other water-saving facilities to reduce the consumption of water in daily business activities; conduct daily inspections of water facilities, and take prompt measures to solve any leakage problems to reduce water waste; the Binjiang base has built a rainwater harvesting system and carries out rainwater harvesting and reuse activities.
The company's self-owned operating premises or leased commercial buildings have complete municipal infrastructure and generally do not require the construction of special environmental protection facilities such as sewage treatment. Domestic sewage generated in the daily office work and life of employees is uniformly discharged into the municipal sewage treatment network.
Social Responsibility
The company always adheres to corporate social responsibility, actively participates in community construction, pays attention to vulnerable groups, participates in public welfare education, encourages employees to participate in public welfare education, contributes to social love, and contributes to the inclusive development of society.
University scholarship program
Employee groups and external individuals participate in caring for education
Helping Students
Caring for Vulnerable Groups
We continuously pay attention to the needs of vulnerable groups in society and organize employees to participate in public welfare and charitable activities. We use practical actions to provide material assistance and spiritual support to groups such as children in mountainous areas, impoverished families, and disaster-stricken populations, conveying care and warmth to those in need.
01
The Shangluo Love Group launched the "Postcard" project. Through thin postcards, children can see the world beyond the mountains, and they can also know that there are people from all over the world who care about them, remember them, and give them companionship and support.
02
For some impoverished families in severely cold areas, the snowy winter is a severe test. They have thin clothes, and some even huddle together in a dilapidated quilt with their families to keep warm in winter... The Shangluo Love Group launched the "Adding Clothes" warming campaign, donating clothes to impoverished families to keep them warm, allowing those distant and struggling people to enjoy the warmth they need most in winter.
03
In the large-scale public blood donation activity "Blood Donation to Convey Love" initiated by the Overseas Chinese Chamber of Commerce, the Shangluo Love Group actively responded, donating blood and love to those in need. Employees who participated in the blood donation expressed their hope to save lives with their blood, contribute their meager efforts, and support social public welfare undertakings, serve the people, and contribute to society with practical actions.
Drop by Drop of Love -- "The Thickness of a Postcard"
Donation of Clothing
Public Blood Donation
01
The Shangluo Love Group's "Science Popularization Campus Tour" public science lectures aim to broaden children's knowledge horizons and inspire their enthusiasm for science and technology! Turning the little question marks in children's minds about the unknown world into aspirations and yearnings for a bright future in the field of science and technology, we have planted the purest "scientific dream" in the hearts of children. We invited senior engineers from the China Civil Aviation Shanghai Aircraft Airworthiness Certification Center and other capable and caring volunteer lecturers to bring rich spiritual food to children in Nanjing and Anhui.
02
The Shangluo Love Group continues to support the education of impoverished mountainous areas. Through the Shangluo Love Station, we provide one-on-one assistance to orphans and impoverished students, providing them with free food, clothing, housing, medical care, education, and psychological counseling to ensure that they have enough food and water, warm clothes, and necessary medical care. At the same time, we also pay attention to the growth and learning life of children, regularly communicate and contact them, and provide them with assistance within our capacity, so that they can receive comprehensive care and support in both learning and life.
03
Every year, the Shangluo Love Group donates books to schools, left-behind children, and impoverished students in Tibet, Liangshan, Anhui, and other places. The books cover various types, including science, law, morality, education, and safety, hoping that children will use books as companions and friends, absorb nutrients, grow happily, and study hard and strive for self-improvement.
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