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1. Basic situation of corporate governance
Since its establishment, a joint-stock company has established a relatively complete corporate governance mechanism. In accordance with the Company Law, Securities Law, Measures for the Supervision and Administration of Non Listed Public Companies, and other relevant laws, regulations, and normative documents, the company has formulated the Articles of Association, Rules of Procedure for Shareholders' Meetings, Rules of Procedure for Board of Directors, Rules of Procedure for Board of Supervisors, Decision System for External Guarantee, Decision System for Related Transactions, Management System for External Investment, and Work Rules for General Manager A series of systems include the Investor Relations Management System, the Information Disclosure Management Measures, and the Management System for Preventing Actual Controllers and Related Parties from Occupying Company Funds. The above-mentioned Articles of Association and various internal management systems ensure that the existing corporate governance mechanism can provide appropriate protection for all shareholders at the institutional level, ensuring that shareholders fully exercise their right to know, participate, inquire, and vote.
(1) Shareholders' Rights
According to the Articles of Association, shareholders of the company have the following rights:
(1) Obtain dividends and other forms of profit distribution based on the shares held by them;
(2) Requesting, convening, presiding over, attending or appointing shareholder proxies to attend the shareholders' meeting in accordance with the law, and exercising corresponding voting rights;
(3) Supervise the operation of the company, provide suggestions or inquiries;
(4) Transfer, gift, or pledge the shares held by it in accordance with laws, administrative regulations, and these Articles of Association;
(5) Review the articles of association, shareholder register, corporate bond stubs, minutes of shareholders' meetings, resolutions of board of directors, resolutions of board of supervisors, and financial and accounting reports;
(6) When the company terminates or liquidates, participate in the distribution of the remaining assets of the company based on the shares held by them;
(7) Shareholders who dissent from the company's merger or division resolution made at the shareholders' meeting request the company to acquire their shares;
(8) Other rights stipulated by laws, administrative regulations, departmental rules, or these Articles of Association.
The articles of association of the company also make clear provisions on the litigation rights of shareholders, the convening rights, proposal rights, voting rights, and other rights of shareholders to shareholders' meetings.
(2) Investor Relations Management
Article 127 of the Company's Articles of Association specifically stipulates the relevant provisions on investor relationship management, including the content and methods of investor relationship management work, communication methods with investors, etc., and stipulates the relevant content of investor relationship management.
(3) Dispute resolution mechanism
The Articles of Association stipulate that disputes between the company, shareholders, directors, supervisors, and senior management personnel related to the provisions of the articles of association shall be resolved through consultation in advance. If consultation fails and they have the right to sue in accordance with laws, regulations, and other provisions, they may file a lawsuit with the people's court.
(4) Avoidance system for affiliated shareholders and directors
The Articles of Association stipulate that when the shareholders' meeting deliberates on related transaction matters, related shareholders shall not participate in voting, and the number of voting shares represented by them shall not be included in the total number of valid votes.
The "Decision System for Related Party Transactions" stipulates that when the board of directors of a company reviews related party transactions, related party directors shall avoid voting and shall not act on behalf of others