Stock Code: SH600522
ZTT strictly adheres to the requirements of the Company Law of the People’s Republic of China, the Securities Law of the People’s Republic of China, the Corporate Governance Guidelines for Listed Companies, the Listing Rules of the Shanghai Stock Exchange, and other relevant laws, regulations, and provisions. Based on the company’s actual operations and development, we have established a governance structure that includes the General Meeting of Shareholders, the Board of Directors, the Board of Supervisors, and the Management Team. We have formulated meeting rules and work systems, clarified the responsibilities, powers, and procedures for directors, supervisors, and senior executives, and established a modern enterprise system with a sound and standardized corporate governance structure.
The General Meeting of Shareholders is the supreme authority of the company, exercising its powers in accordance with Chinese laws, regulations, normative documents, and the company’s articles of association. The company convenes and holds the General Meeting of Shareholders in strict compliance with the procedures set out in the Rules of Procedure for Shareholders’ Meetings. Lawyers attend and witness the meetings. The voting method combines on-site and online voting to facilitate shareholder participation. Related shareholders abstain from voting on related party transactions, and major matters that affect the interests of small and medium-sized investors are separately counted. Cumulative voting is implemented for the election of the Board of Directors and the Board of Supervisors, effectively protecting the legitimate rights and interests of the shareholders.
According to the company’s articles of association, the General Meeting of Shareholders has the authority to decide on the company’s business policies and investment plans; approve the annual financial statements and profit distribution plan; decide on the increase or reduction of the company’s registered capital; and determine significant matters such as mergers, divisions, and other major corporate decisions.
The Board of Directors is the decision-making body of the company, with standardized operations and a systematic decision-making mechanism. The current Board of Directors consists of 9 members, including 3 independent directors. The number and composition of the board members meet the relevant legal and regulatory requirements. The company strictly follows the Company Law, the Articles of Association, and the regulations of the China Securities Regulatory Commission (CSRC) and the Shanghai Stock Exchange when selecting directors. The directors comply with relevant laws and the company’s articles of association, perform their duties with integrity and diligence, and safeguard the interests of the company.
From 1999 until July 2013, he served as the Chairman and General Manager of Jiangsu Zhongtian Technology Co., Ltd. Since July 2013, he has been the Chairman of Zhongtian Technology. Throughout his career, he has been recognized as a national and provincial-level advanced worker in science and technology. He has been honored as a model worker by the Ministry of Information Industry and also has received prestigious awards, including the National May 1st Labor Medal and the “70th Anniversary of the Founding of New China” Commemorative Medal.
He has been named one of China’s Top Ten Maritime Figures and a National Outstanding Entrepreneur. He has made significant contributions to Jiangsu’s reform and opening up, earning recognition as an advanced individual for his efforts. Additionally, he was named the Most Respected Jiangsu Industrialist on the 70th anniversary of the founding of the People’s Republic of China and received the first “Zhang Jian Cup” Outstanding Entrepreneur award in Nantong City. He has also been repeatedly honored as Nantong’s “Economic Figure of the Year.”
The Board of Directors has established several specialized committees, including the Strategy and ESG Committee, the Audit Committee, the Nomination Committee, and the Compensation and Evaluation Committee. Each of these committees includes independent directors, with one independent director who is a professional accountant serving as the Chairman of the Audit Committee. The specialized committees assist the Board in making decisions related to investment strategy, auditing, personnel, and compensation. These committees operate effectively, leveraging their professional expertise to ensure that the Board’s decisions are legal, scientific, and accurate, thus reducing the operational risks of the company.
The Strategy and ESG Committee is composed of three directors, including one independent director. The committee is primarily responsible for researching and providing recommendations on the company’s long-term development strategy and major investment decisions. Its specific responsibilities are as follows:
The Audit Committee is composed of three directors, including two independent directors. The committee is primarily responsible for reviewing the company’s financial information and its disclosure, supervising and evaluating both internal and external audit work, and overseeing internal controls. Its specific responsibilities are as follows:
The Nomination Committee is composed of three directors, including two independent directors. The committee is primarily responsible for formulating the selection criteria and procedures for directors and senior management, and for selecting and reviewing the qualifications of director and senior management candidates. Its specific responsibilities are as follows:
The Compensation and Evaluation Committee is composed of three directors, including two independent directors. The committee is primarily responsible for researching and formulating the performance evaluation criteria for the company’s directors and senior management, conducting evaluations, and developing and reviewing compensation policies and plans for the company’s directors and senior executives. Its specific responsibilities are as follows:
The Board of Supervisors is the company’s supervisory body, responsible for overseeing the company’s operations to ensure the protection of shareholders’ rights, company interests, and employees’ legal rights. The Board of Supervisors is accountable to the General Meeting of Shareholders and reports on its work. The company’s Board of Supervisors currently consists of three supervisors.
The company elects supervisors in strict accordance with the Company Law, the Articles of Association, and relevant regulations set by the China Securities Regulatory Commission (CSRC) and the Shanghai Stock Exchange. The Board of Supervisors is composed of three members, including one employee representative supervisor, in compliance with legal and regulatory requirements. The company’s supervisors diligently fulfill their responsibilities and, with a spirit of accountability to shareholders, oversee the legality and compliance of the company’s financial matters and the duties performed by the Board of Directors, General Manager, and other senior executives, thereby safeguarding the legitimate rights and interests of the company and its shareholders.
The company’s directors, supervisors, and senior management team possess expertise in various fields, including finance, economics, law, and industries such as telecommunications, power, and marine. They are seasoned professionals with extensive experience in their respective sectors. The management team actively implements the company’s business philosophy and strengthens industrial control. With strong organizational and management capabilities, leading technologies, and advanced production capabilities, the company also has a comprehensive and robust risk management system. The company’s day-to-day operations are independent, standardized, and transparent, ensuring the company’s safety, stability, health, and sustainable development.
Women represent 11.76% of the company’s directors, supervisors, and senior management team.
Zhongtian Technology Securities Department
Phone: +86 513-83599505
Fax: +86 513-83599504
Email: zttirm@ztt.cn
Address: No. 88, Qixin Road, Nantong City,Economic & Technological Development Zone, Jiangsu Province, China
Postal Code: 226009
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