Ninestar Corporation(002180) corporate governance long-term mechanism internal management system
Long term mechanism of corporate governance and internal management system
Chapter I General Provisions
Article 1 in order to further improve the governance structure of Ninestar Corporation(002180) (hereinafter referred to as "the company"), in accordance with the company law of the people's Republic of China, the securities law of the people's Republic of China, the standards for the governance of listed companies, and the notice on matters related to carrying out special activities to strengthen the governance of listed companies This system is formulated in accordance with the provisions of laws, regulations, rules, normative documents such as the notice on further deepening the work related to special activities for governance of listed companies and the articles of association of Ninestar Corporation(002180) (hereinafter referred to as the "articles of association").
Article 2 the purpose of this system is to continuously improve the corporate governance structure, timely update the internal control system according to the requirements of national regulatory policies and the status of the company's operation and management, comprehensively improve the level of corporate governance, comply with the standards for the governance of listed companies, and realize the sustainable and healthy development of the company.
Chapter II corporate governance self inspection and rectification internal management system
Section I responsibilities of internal organizations of the company
Article 3 the general meeting of shareholders is the authority of the company. The board of directors is responsible to the general meeting of shareholders and exercises its functions and powers in accordance with the provisions of the company law, the articles of association and the authorization of the general meeting of shareholders.
Article 4 the board of directors shall operate in strict accordance with the terms of reference of the board of directors stipulated in the articles of association and the rules of procedure of the board of directors.
The board of directors exercises its functions and powers by convening a meeting of the board of directors to consider relevant matters and form a resolution of the board of directors before implementation. Matters beyond the scope authorized by the general meeting of shareholders shall be submitted to the general meeting of shareholders for deliberation after being deliberated and approved by the board of directors. Article 5 the board of directors shall conscientiously perform its duties stipulated in relevant laws, regulations and the articles of association, ensure that the company complies with the provisions of laws, regulations and the articles of association, treat all shareholders fairly, and pay attention to the interests of other stakeholders.
Article 6 the board of directors shall establish special committees for strategy, audit, nomination, remuneration and assessment in accordance with the provisions of the articles of association. Each special committee shall earnestly perform its duties in accordance with the specific provisions of the articles of association, the rules of procedure of the board of directors and the working rules of each special committee.
Article 7 the board of supervisors shall strictly follow the terms of reference stipulated in the articles of association and the rules of procedure of the board of supervisors
Ninestar Corporation(002180) corporate governance long-term mechanism internal management system
Perform duties. The board of supervisors of the company shall be responsible to all shareholders, supervise the company's finance and the performance of duties by directors, managers and other senior managers of the company, and safeguard the legitimate rights and interests of the company and shareholders.
Article 8 the general manager shall perform his duties in strict accordance with the terms of reference specified in the articles of association and the working rules of the general manager. According to the requirements of the board of directors or the board of supervisors, report to the board of directors or the board of supervisors on the company's operation and management and relevant major events. The general manager shall ensure the authenticity of the reported matters.
Article 9 directors, supervisors and senior managers shall faithfully and diligently exercise their powers in strict accordance with the provisions of the company law, the articles of association and the relevant systems of the company's internal control, so as to ensure that the company's actions comply with the requirements of national laws, regulations and relevant policies.
Section II operating procedures for self inspection and rectification of corporate governance
Article 10 according to the requirements of the securities regulatory department, the Secretary of the board of directors and the Securities Department of the company are the main responsible persons and competent departments responsible for the self inspection and rectification of corporate governance, uniformly organize and coordinate the specific matters of the self inspection and rectification of corporate governance, and be responsible for submitting the relevant reports of the self inspection and rectification of corporate governance to the securities regulatory department.
Article 11 the basic operation process of self inspection and rectification of corporate governance is as follows:
1. The self inspection and rectification team of corporate governance is composed of the chairman as the group leader, the Secretary of the board of directors as the Deputy group leader and the heads of all departments of the company as members;
2. The Secretary of the board of directors shall formulate the work plan for self inspection and rectification of corporate governance in detail and distribute it to relevant departments of the company;
3. For departments with corporate governance problems found through the company's self inspection and rectification, the department head shall formulate a rectification plan and submit it to the governance self inspection and rectification team for discussion and implementation. The internal audit department shall supervise the rectification. After the rectification is completed, the department head shall feed back relevant information and materials to the Secretary of the board of directors or the company's securities department;
4. The Securities Department of the company shall prepare a special report on self inspection and rectification of corporate governance after summarizing the information and materials fed back by various departments. If major matters involving the company need to be deliberated by the board of directors or the general meeting of shareholders, they shall be deliberated and approved by the board of directors or the general meeting of shareholders;
5. According to the requirements of the securities regulatory department, the Securities Department of the company shall submit the special report on self inspection and rectification of corporate governance, and be responsible for implementing relevant follow-up matters.
Article 12 the company may carry out self inspection and rectification from time to time according to the business situation and needs. Irregular governance self inspection activities can be proposed by the company's directors, supervisors and senior managers.
Chapter III corporate governance training system
Ninestar Corporation(002180) corporate governance long-term mechanism internal management system
Article 13 the company implements an irregular internal training system to train directors, supervisors and senior managers on the latest laws, regulations and relevant policies on corporate governance, and constantly improve the awareness of directors, supervisors and senior managers on standardized governance.
Article 14 the company shall, in accordance with the requirements of the securities regulatory authorities, organize directors, supervisors and senior managers to participate in the training of the securities regulatory authorities. Directors, supervisors and senior managers shall actively participate and shall not be absent without reason.
Article 15 the Secretary of the board of directors shall set up a record book for the training of directors, supervisors and senior managers of the company, record in detail the training of the above-mentioned personnel in the securities regulatory authorities, and ensure that they receive training from the securities regulatory authorities at least once or twice in each term of office.
Each department shall conduct training assessment according to the training situation, and take the assessment results as an integral part of performance assessment.
Chapter IV accountability mechanism
Article 16 the chairman of the company is the first responsible person for the self inspection and rectification of corporate governance, and shall earnestly perform his duties, strengthen leadership, carefully organize and timely complete the work required by the securities regulatory department.
Article 17 the Secretary of the board of directors of the company is the main person in charge of the self-examination and rectification of corporate governance. The Secretary of the board of directors shall be responsible for the matters related to the self-examination and rectification of corporate governance in strict accordance with the requirements of the securities regulatory authorities.
Article 18 the person in charge of each department of the company shall actively cooperate with the Secretary of the board of directors to perform his duties. If the self-examination and rectification of corporate governance do not meet the requirements of the securities regulatory authorities due to the reasons of each department of the company, or the securities regulatory authorities take regulatory measures or even be punished, the person in charge of each department shall bear corresponding responsibilities.
Article 19 any director, supervisor or senior manager of the company who abuses his power, neglects his duty, engages in malpractices for personal gain, practices fraud, divulges secrets and causes losses or adverse effects to the company shall be criticized, given administrative sanctions and given economic penalties according to the seriousness of the circumstances and the size of the losses; If the circumstances are serious enough to constitute a crime, it shall be transferred to the judicial organ for criminal responsibility according to law.
Article 20 the departments or employees found to be at fault during the self inspection and rectification of corporate governance shall be criticized and educated and ordered to make corrections according to the seriousness of the circumstances; If it refuses to make corrections, it shall put forward suggestions on investigating administrative responsibility, giving administrative sanctions and economic penalties; If the circumstances are serious enough to constitute a crime, it shall be transferred to the judicial organ for criminal responsibility according to law.
Chapter V supplementary provisions
Article 21 matters not covered in this system shall be handled in accordance with national laws and regulations and relevant provisions of the CSRC
Ninestar Corporation(002180) corporate governance long-term mechanism internal management system
Manage.
Article 22 the system shall be revised and interpreted by the board of directors of the company.
Article 23 the system shall come into force as of the date of approval by the board of directors of the company.
Ninestar Corporation(002180)
Board of directors
December 23, 2001
