Sheng Jun Electronics: Strengthening the Governance of Overseas Subsidiaries to Help Sustainable Development

First, establish a "shareholder-board-management" governance structure in the subsidiary. For the management of overseas subsidiaries, the hierarchical structure of "shareholders-board of directors-management" is established in accordance with the Company Law and Articles of Association of subsidiaries, and the corporate governance standards of subsidiaries are fully respected. As the controlling shareholder, a new board of directors was established at the subsidiary level. The members of the board of directors are mainly executives of listed companies, including external non-executive directors. The selection of the new board of directors includes the management of vice president and above. Specific personnel include the management before the acquired company, senior executives from listed companies, and newly hired senior professional managers from outside. Some important executives will also become executive directors of the company. When necessary, the listed company will also modify the articles of association of the subsidiary to meet the needs of the listed company for the management of the subsidiary. Through regular and irregular board meetings, the management and business of overseas subsidiaries are deeply integrated, and the governance of overseas subsidiaries is deeply integrated into daily operations.

Secondly, establish and improve DOA (authorized delegation) at the level of overseas subsidiaries. Taking Sheng Jun Safety, a subsidiary company, as an example, the company has formulated quantitative authorization standards for its finance, sales, legal affairs, procurement, manpower and comprehensive management. For example, human resources management, regional chief human resources officers and global chief human resources officers are responsible for employee salaries, bonuses, severance payments, employee provident fund loans, etc. If the amount exceeds a certain amount, they need to report to the board of directors; In the field of procurement, the regional president is responsible for the procurement within a certain amount, and the procurement exceeding a certain amount must be approved by the global CEO and CFO; In legal affairs, the regional manager is responsible for daily activities such as employee disputes and the establishment of corporate bodies, and the information is synchronized with the global management team. If the amount exceeds a certain amount, it needs to be approved by the global CEO and CFO; In financial management, the regional president is responsible for the write-off of bad debts below a certain amount, and the write-off of bad debts above a certain amount must be approved by the global CEO and CFO. If the write-off of bad debts exceeds the higher standard amount, it must be reported to the board of directors. The quantifiable and executable authorization system is helpful to clarify the division of responsibilities and authorities among management at all levels, improve work efficiency, and make the company's operation and management standardized, scientific and procedural.

In addition, establish an internal reporting system for major information. In 20 18, the company formulated the Internal Reporting System of Major Information, which defined the scope of major information, information reporting obligors, internal reporting procedures and management responsibilities, effectively ensured the rapid transmission, collection and management of major information within the company, and safeguarded the legitimate rights and interests of investors.

At the same time, implement a long-term equity incentive mechanism. Since 20 13, the company has incorporated the equity incentive for the management of overseas subsidiaries into the governance system of overseas subsidiaries, such as the equity incentive for the subsidiary Drepp, and achieved good results.

In addition, establish an ethical compliance system. In order to strengthen corporate governance and internal control, reduce corporate risks, standardize business practices, and safeguard the legitimate rights and interests of the company, the Board of Directors of 20 18 listed companies deliberated and passed the Anti-Fraud Management System, which clarified the responsibility attribution, guidance and supervision, prevention, remedy and punishment of fraud. This system effectively regulates the behavior of senior and middle managers and all employees of the company, urges all relevant personnel to strictly abide by relevant laws and regulations, professional ethics and company rules and regulations, and prevents behaviors that harm the interests of the company and shareholders.

The above-mentioned person in charge pointed out that through nearly ten years of practice, Sheng Jun Electronics has made many explorations in the governance of overseas subsidiaries, and achieved good results, which ensured the sustainable development of the company's business and provided a solid guarantee for resisting many risk factors such as macroeconomic fluctuations and industry decline.