Corporate Governance

NORTHLAND strictly adheres to the requirements of relevant laws and regulations, including the Company Law, the Securities Law, the Corporate Governance Guidelines for Listed Companies issued by the China Securities Regulatory Commission, and the Stock Listing Rules of the Shanghai Stock Exchange, continuously improving its corporate governance structure, establishing a modern enterprise system, and standardizing company operations. As a result, NORTHLAND has established a corporate governance structure in which the shareholders’ meeting, the board of directors, the supervisory board, and the management team each perform their respective duties and mutually check and balance one another.

1. Regarding shareholders and the shareholders’ meeting: The company ensures that all shareholders—especially small and medium-sized shareholders—enjoy an equal status and are able to fully exercise their rights. The company strictly adheres to the requirements of the Articles of Association in convening and holding shareholders’ meetings, and, whenever possible, selects venues that enable as many shareholders as possible to attend and exercise their voting rights at the shareholders’ meeting. The company’s related-party transactions are fair and reasonable.

2. Regarding the relationship between the controlling shareholder and the company: The controlling shareholder conducts its operations in compliance with applicable regulations and exercises its legitimate rights as an investor through the shareholders’ meeting in accordance with the law. It does not directly or indirectly interfere with the company’s decision-making or operational activities beyond the authority of the shareholders’ meeting. The company maintains “five separations”—in terms of personnel, assets, finances, organizational structure, and business—from its controlling shareholder. The company possesses independent and complete business operations and autonomous management capabilities. The company’s board of directors, supervisory board, and internal departments are able to operate independently. As of the end of the reporting period, the company had no instances of non-operational use of listed company funds by the controlling shareholder or its affiliates.

3. Regarding Directors and the Board of Directors: The company elects directors strictly in accordance with the procedures for director selection stipulated in the Company’s Articles of Association. The Board of Directors consists of 11 directors, including four independent directors who are professionals in fields such as accounting, management, and pharmaceuticals. The composition of the Board of Directors complies with the requirements of applicable laws and regulations. Each director attends board meetings and shareholders’ meetings with a serious and responsible attitude, actively participates in relevant training sessions, is thoroughly familiar with pertinent laws and regulations, and clearly understands the rights, duties, and responsibilities associated with serving as a director. The Board of Directors is accountable to and reports its work to the shareholders’ meeting. It has established four specialized committees—the Strategy Committee, the Audit Committee, the Remuneration and Assessment Committee, and the Nominating Committee—and has formulated rules of procedure for each committee, ensuring that they operate strictly in compliance with these rules and thereby strengthening the decision-making functions of the Board of Directors. During the reporting period, all directors demonstrated diligence and dedication, carefully reviewed all proposals submitted to the Board of Directors and the shareholders’ meeting, and offered valuable suggestions, providing strong support for the company’s scientific decision-making.

4. Regarding the Supervisory Board and its Members: The company’s Supervisory Board strictly adheres to the provisions of the Company’s Articles of Association as well as relevant laws and regulations, diligently performing its supervisory duties. The procedures for convening and holding meetings of the Supervisory Board fully comply with the requirements of applicable laws and regulations. The company’s Supervisory Board consists of two non-executive supervisors and one employee-supervisor; the number and composition of its members meet the requirements of laws and regulations. The company has established rules of procedure for Supervisory Board meetings, enabling supervisors to conscientiously fulfill their duties and, guided by a sense of responsibility toward shareholders, to oversee the legality and compliance of the company’s financial operations as well as the performance of duties by the company’s directors, managers, and other senior executives. This has effectively reduced the company’s operational risks and safeguarded the legitimate rights and interests of both the company and its shareholders.

5. Regarding Performance Evaluation and Incentive & Constraint Mechanisms: The company actively establishes corporate performance evaluation and assessment methods, linking managers’ compensation to the company’s business performance. The company will make timely revisions and improvements to these methods based on implementation results. The Company’s Compensation and Assessment Committee is responsible for formulating the compensation system and standards for the company’s directors and senior management personnel. The company’s Board of Directors and Shareholders’ Meeting, within their respective authorities, are responsible for reviewing and approving the compensation packages for the company’s directors and senior management personnel. The appointment of senior management personnel is conducted in an open and transparent manner, in compliance with applicable laws and regulations.

6. Regarding Stakeholders: The company fully respects the legitimate rights and interests of its stakeholders—including shareholders, employees, customers and consumers, creditors, suppliers, and the local community—and actively collaborates with them to jointly promote the company’s sustained and healthy development. At the same time, the company proactively responds to the nation’s calls in areas such as public welfare, environmental protection, and energy conservation and emission reduction, and earnestly fulfills its social responsibilities.

7. On Information Disclosure and Transparency: The company strictly adheres to the provisions of applicable laws, regulations, and its Articles of Association, ensuring that relevant information is disclosed truthfully, accurately, completely, and in a timely manner, and that all shareholders have equal access to such information. The company also promptly discloses, in accordance with relevant regulations, detailed information about major shareholders or the company’s actual controllers, as well as any changes in their shareholdings. To further standardize information disclosure, the company has formulated several internal systems, including the “Information Disclosure Management System,” the “Investor Relations Management System,” and the “Registration and Management System for Persons Informed of Inside Information,” which are rigorously implemented to ensure that information disclosure is timely, fair, truthful, accurate, and complete. The company has appointed a secretary of the board of directors to be responsible for information disclosure, as well as for receiving and handling investor visits and inquiries. The Securities Affairs Department serves as the company’s department in charge of information disclosure management. In accordance with the relevant provisions of the Shanghai Stock Exchange’s “Evaluation Measures for Information Disclosure Work of Listed Companies,” our company has received an “A” rating for information disclosure work from the SSE for many consecutive years.

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