Core Viewpoint - The document outlines the code of conduct for the board of directors and senior management of Guangzhou Ankai Microelectronics Co., Ltd., emphasizing compliance with laws, regulations, and internal governance structures to protect the interests of the company and its shareholders [1][2]. Group 1: General Principles - The company aims to enhance its corporate governance structure and regulate the behavior of directors and senior management in accordance with relevant laws and regulations [1]. - Directors and senior management are required to adhere to legal obligations, maintain the company's interests, and cooperate with regulatory oversight [2]. Group 2: Responsibilities of Directors and Senior Management - Directors and senior management must supervise the company's operations, promote internal system development, and remain informed about significant events affecting the company [2][3]. - They are prohibited from accepting bribes, misappropriating company funds, or using company resources for personal consumption [3][4]. - Confidentiality regarding the company's commercial and technical secrets is mandatory unless authorized by the shareholders' meeting [4][5]. Group 3: Decision-Making and Accountability - Directors must ensure that decisions are made based on thorough investigation and consideration of legal compliance and potential impacts on the company [12][13]. - In cases of significant damage to the company due to violations of laws or regulations, directors are held accountable for compensation [3][11]. - Directors are required to attend board meetings personally or delegate appropriately, ensuring that decisions are made transparently and in compliance with governance rules [4][5]. Group 4: Financial Oversight and Reporting - Directors must carefully evaluate financial matters, including investments, guarantees, and financial assistance, ensuring compliance and risk management [19][20]. - Regular reviews of financial reports are necessary to ensure accuracy and completeness, with directors responsible for signing off on these reports [11][17]. Group 5: Role of the Chairman and Senior Management - The chairman is tasked with promoting internal systems and ensuring the board operates effectively, while also being accountable for significant decisions impacting the company [38][39]. - Senior management must execute board decisions diligently and report any significant operational changes or risks to the board [46][47].
安凯微: 广州安凯微电子股份有限公司董事、高级管理人员行为规范