Huaxi Securities Co.Ltd(002926)
Internal accountability system of directors and supervisors
Chapter I General Provisions
Article 1 Huaxi Securities Co.Ltd(002926) (hereinafter referred to as the “company”) in accordance with the company law of the people’s Republic of China (hereinafter referred to as the company law) and the securities law of the people’s Republic of China (hereinafter referred to as the Securities Law), in order to improve the corporate governance structure, improve the internal restriction and accountability mechanism, promote the directors and supervisors of the company to fulfill their duties, and improve the company’s decision-making and operation management level ）This system is hereby formulated in accordance with the relevant provisions such as the stock listing rules of Shenzhen Stock Exchange, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange, the articles of association and the company’s internal control system.
Article 2 the internal accountability system refers to the system that the directors and supervisors of the company shall be held accountable for the acts that cause adverse effects and consequences to the company due to their intentional, negligent or omission within the scope of performing their duties.
Article 3 the objects of accountability are the directors and supervisors of the company (i.e. the accountable person).
Article 4 the system adheres to the following principles:
(i) The principle of equality before the system;
（2） The principle of equal responsibility and power;
（3） The principles of seeking truth from facts, objectivity, fairness, impartiality and openness;
（4） The principle of combining accountability with improvement.
Chapter II performance standards
Article 5 directors and supervisors shall abide by laws, administrative regulations and the articles of association, and bear the obligations of loyalty and diligence to the company.
Article 6 directors and supervisors shall perform the following duties:
(i) Supervise the operation of the corporate governance structure of listed companies, actively promote the construction of various internal systems of listed companies, and put forward suggestions to improve the corporate governance structure;
（2） External directors and supervisors shall actively pay attention to the company’s affairs, enter the company’s site, take the initiative to understand the company’s operation and financial status, and take the initiative to pay attention to the company’s information disclosure;
（3） I actively participated in the meeting, prudently expressed my opinions, and earnestly implemented the resolutions of the general meeting of shareholders, the board of directors or the board of supervisors;
（4） Keep confidential business, technology and other relevant confidential information of the company;
（5） Abide by the company’s insider information management system, keep the company’s insider information, and shall not use the insider information for insider trading, suggest others to use the insider information for insider trading, or cooperate with others to manipulate the company’s securities trading price;
（6） Abide by the company’s shareholding change regulations, and shall not illegally buy and sell the company’s shares (including insider trading, short-term trading, etc.);
（7） It shall sign written confirmation opinions on the securities issuance documents and periodic reports;
（8） Other duties to be performed in accordance with relevant laws, administrative regulations, normative documents of the exchange and the articles of association.
Chapter III Scope of accountability
Article 7 the scope of accountability involved in this system is as follows:
(i) Directors and supervisors fail to perform or incorrectly perform their duties, fail to attend the meeting without reason, and fail to implement the resolutions of the general meeting of shareholders, the board of directors or the board of supervisors;
（2） Failing to seriously implement the resolutions of the board of directors and the board of supervisors;
（3） Divulging the company’s business, technology and other relevant confidential information, causing losses to the company; (4) violating the relevant provisions of the company’s information disclosure, causing the company to be punished by the CSRC, Shenzhen Stock Exchange and other regulatory authorities or damaging the company’s image;
（5） Violating the company’s insider information management system, divulging the company’s insider information, making use of the insider information for insider trading, advising others to make use of the insider information for insider trading, or cooperating with others to manipulate the company’s securities trading price;
（6） Violation of the company’s shareholding change regulations and illegal trading of the company’s shares (including insider trading, short-term trading, etc.);
（7） Other circumstances that the general meeting of shareholders, the board of directors and the board of supervisors consider should be held accountable; (8) other circumstances that the CSRC and Shenzhen Stock Exchange require the company to conduct internal accountability.
Chapter IV accountability methods
Article 8 accountability methods:
(i) Warning;
（2） Order correction;
（3） Withholding allowances and other remuneration paid by the company;
（4） It is recommended that the shareholder unit or the employee congress replace the nominees;
（5） Other methods stipulated by laws and regulations;
（6） The above accountability methods can be implemented separately or in combination.
Article 9 under any of the following circumstances, a person may be given a lighter, mitigated or exempted from prosecution:
(i) The circumstances are minor and do not cause adverse consequences and influence;
（2） Actively admit mistakes and actively correct them;
（3） It is really caused by accidents and natural factors;
（4） Non subjective factors without significant impact;
Article 10 under any of the following circumstances, the punishment shall be severe or aggravated:
(i) The circumstances are bad, the consequences are serious, the impact is great, and the cause of the accident is really caused by personal subjective factors;
（2） Failing to take remedial measures in time after the accident, resulting in the expansion of losses;
（3） Refusing to implement the handling decisions of the board of directors and the board of supervisors;
（4） Causing major economic losses and irreparable;
（5） Other circumstances that the board of directors and the board of supervisors consider should be dealt with severely or severely. Chapter V accountability procedures
Article 11 those suspected of violating laws, administrative regulations and the provisions of the CSRC shall be handed over to the relevant regulatory authorities for handling; If a crime is suspected, it shall be handled by the judicial organ.
Article 12 the accountability of directors shall be proposed by the chairman, and the accountability of the chairman shall be proposed with the consent of more than 1 / 3 of the directors; The accountability of supervisors shall be proposed by the chairman of the board of supervisors, and the accountability of the chairman of the board of supervisors shall be proposed with the consent of more than 1 / 3 of the supervisors.
Article 13 the removal of directors and supervisors elected by the general meeting of shareholders shall be submitted to the general meeting of shareholders for approval; The removal of the employee representative supervisor shall be submitted to the employee congress for approval.
Article 14 after the accountability of directors and supervisors is put forward, the Secretary of the board of directors of the company shall be responsible for collecting and summarizing relevant materials, putting forward relevant treatment plans according to the provisions of the system, and submitting them to the board of directors and the board of supervisors of the company for deliberation and approval.
Article 15 the persons held accountable shall cooperate with the investigation and provide true information, and shall not obstruct or interfere in the investigation in any way, nor retaliate against the units and individuals who report or report in any form.
Article 16 in case of any fault, the accountable person shall be instructed to make an explanation of the fault and the plans and measures to avoid the fault in the future work, so as to prevent the occurrence of similar problems. Article 17 before dealing with the person held accountable, the opinions of the person held accountable shall be listened to and the right to defend shall be fully guaranteed. After the accountability decision is made, the accountable person can enjoy the right to appeal. If the person held accountable has any objection to the way of accountability, he may apply to the board of directors and the board of supervisors for review.
Article 18 if it is necessary to disclose or submit the accountability decision to the securities regulatory authority and Shenzhen stock exchange according to the regulations, the company shall disclose or submit it within 10 days after making the accountability decision.
Article 19 when the directors and supervisors of the company are subject to external accountability by the regulatory authorities or other administrative and law enforcement departments due to violations of laws and regulations, the company shall start the internal accountability procedures at the same time.
Chapter VI supplementary provisions
Article 20 the accountability of directors and supervisors of subsidiaries controlled by the company can refer to this system. Article 21 matters not covered in this system shall be implemented in accordance with relevant national laws and regulations, normative documents and the articles of association.
Article 22 the system shall come into force from the date of deliberation and adoption by the general meeting of shareholders, and the board of directors of the company shall be responsible for interpretation and revision.
