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Jiangsu Shentong Valve Co., Ltd. Independent Director Annual Report Work System
Release time:
2023-12-10
Jiangsu Shentong Valve Co., Ltd.
Independent director annual report work system
(Revised at the 11th Meeting of the 6th Board of Directors)
- In order to further improve the governance structure of Jiangsu Shentong Valve Co., Ltd. (hereinafter referred to as "the company"), establish and improve the company's internal control system, clarify the responsibilities of independent directors, improve the quality of financial information disclosure in the annual report, give full play to the independent directors in the annual report information disclosure work The role of protecting the interests of all shareholders, especially small and medium shareholders, this system is formulated in accordance with relevant laws and regulations such as the Measures for the Administration of Independent Directors of Listed Companies, the Guidelines for the Self-Regulation of Listed Companies on the Shenzhen Stock Exchange No. 1-Standardized Operation of Listed Companies on the Main Board, and the Articles of Association of the Company.
- Independent directors should earnestly study the requirements of the China Securities Regulatory Commission, Shenzhen Stock Exchange and other regulatory authorities on the preparation and disclosure of annual reports, and actively participate in the training organized by them.
- Independent directors shall earnestly perform their duties and obligations as independent directors in the process of preparing and disclosing the company's annual report, and shall be diligent and conscientious.
- After the end of each fiscal year, the company's management shall fully report to the independent directors the company's production and operation of the year and the progress of major issues. At the same time, the company shall try its best to arrange independent directors to conduct on-site inspections. The above matters shall be recorded in writing and necessary The documents should be signed by the parties.
- The person in charge of finance shall submit the audit work arrangement and other relevant information to each independent director in writing before the certified public accountant (hereinafter referred to as the "annual audit certified public accountant") who provides the annual report audit for the company enters the audit. Independent directors shall communicate with the annual certified public accountants about the composition of the audit team, audit plan, risk judgment, risk and fraud testing and evaluation methods, and the focus of this year's audit before the annual audit accounting firm enters the site for audit. Independent directors shall listen to the report of the company's chief financial officer on the company's financial situation and operating results for the current year.
- The person in charge of finance shall, after the annual audit certified public accountant issues the preliminary audit opinion and before the board meeting is held to review the annual report, arrange at least one meeting between each independent director and the annual audit certified public accountant to communicate the problems found in the audit process. The independent director shall perform the duty of meeting and form a communication opinion letter and submit it to the audit committee. The meeting shall be recorded in writing and signed by the parties.
- The independent directors shall express their independent opinions in the annual report on material matters such as the Company's material connected transactions, cumulative and current external guarantees. The independent directors shall sign a written confirmation of the annual report. If the independent directors cannot guarantee the authenticity, accuracy and completeness of the contents of the annual report or have objections, they shall state their reasons and express their opinions and disclose them.
- The secretary of the board of directors and the person in charge of finance of the company are responsible for coordinating the communication between the independent directors and the management of the company, and actively create the necessary conditions for the independent directors to perform their duties in the process of preparing the annual report.
- If the independent directors disagree with the annual report of the company, they may independently employ an external audit institution to audit the relevant matters with the consent of all the independent directors, and the expenses incurred shall be borne by the company.
- Independent directors shall conduct self-examination of their independence every year and submit the self-examination to the board of directors. The Board of Directors shall evaluate the independence of the incumbent independent directors annually and issue a special opinion, which shall be disclosed at the same time as the annual report.
- Independent directors should pay close attention to the situation of re-employment of accounting firms during the audit of the company's annual report. In case of re-employment of accounting firms during the audit of the annual report, independent directors should express their opinions and report to Jiangsu Securities Regulatory Bureau and Shenzhen Stock Exchange in a timely manner.
- During the preparation and consideration of the annual report, independent directors have the obligation of confidentiality. Before the disclosure of the annual report, strictly prevent the disclosure of inside information, insider trading and other illegal acts.
- Matters not covered in this system shall be implemented in accordance with relevant laws, administrative regulations, departmental rules, regulatory documents and the company's articles of association.
- The Board of Directors of the Company is responsible for the interpretation and revision of this system.
- This system shall be formally implemented from the date of adoption by the board of directors of the company.
Board of Directors of Jiangsu Shentong Valve Co., Ltd.
10 December 2023
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