Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357)
Anti fraud and reporting management system
Chapter I General Provisions
Article 1 in order to strengthen the governance and internal control of Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357) (hereinafter referred to as "the company"), prevent fraud, reduce the company's risks, standardize business behavior, safeguard the legitimate rights and interests of the company and shareholders, and support the company's business development, this system is hereby formulated in accordance with the company law, the articles of association and other relevant regulations and in combination with the actual situation.
Article 2 this system is applicable to all employees of the company's headquarters, wholly-owned subsidiaries and holding subsidiaries. Article 3 the term "fraud" as mentioned in this system refers to the behavior of internal and external personnel of the company to seek personal illegitimate interests and damage the legitimate economic interests of the company by means of fraud and other illegal means; Or seek improper economic benefits of the company and may bring improper benefits to individuals or others.
Article 4 the anti fraud work of the company shall adhere to the following basic principles:
(I) principle of comprehensiveness. Internal control shall run through the whole process of decision-making, implementation and supervision, and cover various businesses and matters of the enterprise and its subordinate units.
(II) principle of importance. Internal control should pay attention to important business matters and high-risk areas on the basis of comprehensive control.
(III) principle of checks and balances. Internal control shall form mutual restriction and supervision in the aspects of governance structure, institutional setting, distribution of rights and responsibilities, business process, etc., and take into account the operation efficiency.
(IV) principle of adaptability. Internal control shall be adapted to the business scale, business scope, competition and risk level of the enterprise, and shall be adjusted in time with the changes of the situation.
(V) cost benefit principle. Internal control should weigh the implementation cost and expected benefits to achieve effective control at an appropriate cost.
Chapter II identification of fraud
Article 5 The term "fraud" as mentioned in this system refers to the behavior of internal and external personnel of the company to seek personal illegitimate interests and damage the legitimate economic interests of the company by means of fraud and other illegal means; Or seek improper economic benefits of the company and may bring improper benefits to individuals or others. Fraud includes fraud that damages the legitimate economic interests of the company and fraud that seeks improper economic interests of the company.
Article 6 fraud that damages the legitimate economic interests of the company refers to the fraud committed by personnel inside and outside the company for their own or personal gain.
One of the following circumstances is such a fraudulent act:
1. Accepting bribes or kickbacks.
2. Transfer transactions that can make the company profitable under normal circumstances to others.
3. Embezzle, steal, occupy, misappropriate and illegally use the company's assets.
4. Untrue expression or intentional omission, misrepresentation of transactions or other matters, causing the company to pay money or bear debts for false transactions.
5. Deliberately concealing or misrepresenting transactions, resulting in false records, misleading statements or major omissions in information disclosure.
6. Instructing others or themselves to forge or alter accounting records or vouchers, deliberately misuse accounting policies and accounting estimates, and provide false financial information or reports.
7. Take advantage of loopholes and defects in e-commerce, Internet and other information technologies to damage the interests of the company. 8. Divulge the company's trade or technical secrets.
9. Engage in business and management activities that compete with the company without authorization, including but not limited to self-supporting or participating in the business that competes with the company during the employment period.
10. Use one's power for personal gain.
11. Other fraudulent acts that harm the economic interests of the company and shareholders.
Article 7 fraud for seeking improper economic interests of the company refers to the improper behavior of the company's internal personnel to damage the interests of the state, other companies, individuals or shareholders by means of fraud and other illegal means in order to enable the company to obtain improper economic interests and may also obtain relevant interests.
One of the following circumstances is such fraud:
1. Spending for improper purposes, such as paying bribes or kickbacks;
2. Selling non-existent or untrue assets;
3. Deliberately misreporting transactions, recording false transactions, including falsely increasing income and underestimating liabilities, and issuing wrong financial reports, so as to make improper investment and financing decisions due to reading of financial statements or misunderstanding of users;
4. Concealing or deleting important information that should be disclosed to the public;
6. Forging or altering accounting records or vouchers;
7. Tax evasion;
8. Other fraudulent acts to seek illegitimate economic interests of the company.
Article 8 serious violation of relevant regulations of the company (deemed as fraud).
1. Failing to report to the company and avoid interests due to the following behaviors:
(1) The employee's close relatives work in the company;
(2) Employees themselves or their close relatives participate in shares (more than 5%) to operate other enterprises, which are the same or similar to the business of the company, and the two sides form or may form a direct or indirect competitive relationship;
(3) Employees or their close relatives have economic contacts with suppliers or their close relatives;
(4) Employees themselves or their close relatives become partners of the company's suppliers or entrust others to act as the company's suppliers in the name of others (I am the actual controller);
(5) I or my close relatives directly or indirectly invest in or participate in shares in the company's suppliers (more than 5%).
2. The employee or his close relatives have economic contacts with the company's suppliers, shareholders with more than 5% shares of suppliers or their close relatives without reporting to the company or avoiding interests.
3. Failure to strictly perform the contract, resulting in economic losses to the company or significant negative impact on the company's reputation.
4. I work part-time in other enterprises, institutions and units without the approval of the company.
5. Other serious violations.
The above relatives include but are not limited to employees' spouses, children over the age of 18, parents, siblings and spouses of siblings.
Chapter III anti fraud organization and responsibilities
Article 9 the anti fraud organization system of the company includes the board of directors, management, audit department, relevant functional departments and all employees.
Article 10 the board of directors of the company is responsible for urging the management to establish an anti fraud cultural environment within the company and establish and improve the internal control system including fraud prevention. The audit committee of the board of directors is the leading body of the company's anti fraud work, guiding and supervising the company's anti bribery, anti-corruption and anti fraud work.
Article 11 the management of the company is responsible for establishing, improving and effectively implementing internal control to reduce the chance of fraud, take appropriate and effective remedial measures for fraud, and accept the supervision of the audit committee and the board of directors.
Article 12 the person in charge of each subsidiary company and department shall be responsible for the management of the occurrence of fraud in the unit and department, and is the first person responsible for the anti bribery, anti-corruption and anti fraud of the unit and department.
Article 13 the Audit Department of the company is a permanent organization for anti fraud work, which is responsible for the implementation of anti fraud work within the scope of the company and its subsidiaries, including:
1. Accept and register relevant fraud reports;
2. Organize the investigation of fraud cases;
3. Put forward handling opinions and accountability opinions on fraud cases;
4. Carry out anti fraud prevention publicity activities.
Article 14 all subsidiaries and branches of the company shall actively cooperate with the investigation and evidence collection of fraud events, and determine the relevant responsibilities and division of labor of their own anti fraud work with reference to the provisions of this system.
Article 15 all employees of the company shall abide by discipline and law. If any fraud is found, they shall report to the company through proper channels and cooperate with the investigation of fraud cases.
Chapter IV fraud reporting, investigation and reporting
Article 16 the audit department is a permanent organization for anti fraud work, assisting the company's management in establishing and improving the anti fraud mechanism, determining the key areas, key links and main contents of anti fraud, reasonably paying attention to and inspecting possible fraud in the process of internal audit, managing e-mail of fraud cases, etc., and receiving real name reports from employees or relevant personnel of external third parties, Carry out internal evaluation of the case, conduct case investigation, form written records, and timely report the case investigation results to the company's management or the board of directors.
The audit department shall publicize the reporting channels (reporting telephone, e-mail, etc.) through the company's website, so as to ensure the smooth reporting channels, and timely archive the materials of fraud cases after reporting, investigation and handling. The specific reporting channels are:
Hotline: 037967758256
Report Mailbox: [email protected].
Article 17 internal employees and external relevant personnel of the company can report internal or relevant fraud cases of the company through reporting telephone, e-mail and other channels, including complaints and reporting information about violations of professional ethics.
Article 18 the company encourages and advocates the real name system. The informant shall inform the informant's name, department and the specific circumstances and evidence of violation of discipline (such as the time, event, amount, mode of operation, relevant personnel, etc.) in order to investigate and deal with it in a timely and rapid manner. In principle, the real name system with evidence or clear clues shall be given priority.
Article 19 for the real name report involving non senior managers, the audit department shall report it to the management and the chairman within 3 working days after receiving the report, and carry out investigation and handling according to the instructions; For anonymous reports involving non senior managers, the audit department shall conduct internal evaluation within 3 working days after receiving the report and decide whether to report to the management.
Article 20 for the report involving the company's senior managers, the Audit Department of the company shall report to the audit committee of the board of directors within 2 working days after receiving the report, and the audit committee of the board of directors shall decide on further investigation. The audit committee of the board of directors may employ external auditors or other institutions to assist in the investigation when necessary.
Article 21 the audit department shall report the investigation results of fraud involving non senior managers to the company's management and chairman; The audit department shall report the investigation results of fraud involving senior management to the board of directors. Article 22 the management of the company shall make punishment resolutions on the fraud of non senior managers; The board of directors makes a punishment resolution on the fraud of senior managers.
Article 23 If the report involves the personnel of the audit department, it can be reported directly to the audit committee of the board of directors or the chairman of the company.
Article 24 If an anti fraud staff member has an interest in the event handled by him or his relatives, he shall take the initiative to withdraw.
Article 25 staff members who receive reports and complaints or participate in fraud investigation shall not provide relevant information and contents of the complainants to any department or individual without authorization; If it is really necessary to consult the relevant materials of complaints and reports due to work, the consulting personnel must specially register the contents, time and relevant information of the Consulting Personnel in the Audit Department of the company.
Article 26 informers shall be protected in assisting in investigation. The company prohibits any illegal discrimination or retaliation, or hostile measures against employees involved in the investigation. Those who disclose the information of the complainant in violation of regulations or retaliate against the complainant will be dismissed and their labor contracts will be terminated; Those who violate the criminal law shall be transferred to the judicial organ for handling according to law.
Article 27 for real name reports, the audit department shall timely report the investigation and handling results of fraud cases to the informant, whether or not it will initiate an investigation.
Article 28 the audit department shall, in accordance with relevant regulations, apply for rewards for meritorious personnel who accuse and report major fraud cases. Apply for rewards according to the following criteria:
1. 3-20% of the amount of economic losses recovered shall be rewarded, and the reward amount shall not be less than 1000 yuan; 2. For the fraud that does not involve the amount, depending on the severity of the fraud, the informant will be given a one-time reward of 1 Tcl Technology Group Corporation(000100) 000 yuan.
3. For those who provide direct and effective evidence to report cases of job encroachment and bribery of non state staff, and are finally identified as criminal cases by the police, the amount of reward shall not be less than 5% of the amount of economic losses recovered.
Article 29 it is prohibited to report maliciously and falsely accuse and frame up. For malicious reports or malicious complaints of retaliation that distort the facts, not only the payment of bonuses will be cancelled, but also the relevant responsibilities of the parties will be investigated. If they are internal employees, they will be treated as serious violations of discipline according to relevant systems.
Chapter V remedies and penalties for fraud
Article 30 after the occurrence of a fraud case, the company shall take remedial measures in time to evaluate and improve the links where the fraud case occurs. If necessary, the responsible department shall submit a written report on the improvement of control to the company's management to prevent the recurrence of fraud.
Article 31 the responsibility for fraud shall be investigated, including management responsibility and direct responsibility.
1. Management responsibility refers to the responsibility that managers with corresponding functions and powers should bear in case of fraud due to dereliction of duty and oversight within the scope of their work;
2. Direct responsibility refers to the responsibility of the company's managers and their related personnel who, within the scope of their duties, directly participate in relevant decisions, or instigate, instigate, force, connive at, shield others and other fraud, as well as negligence such as failure to perform or correctly perform their duties.
Article 32 for employees who are proved to have committed fraud, the company shall give corresponding administrative disciplinary and economic sanctions in accordance with relevant regulations; If the act violates the criminal law, it shall be transferred to the judicial organ for handling according to law.
Chapter VI supplementary provisions
Article 33 the system shall be implemented from the date of deliberation and approval by the board of directors of the company.
Article 34 matters not covered in this system shall be implemented in accordance with the provisions of relevant laws, regulations, normative documents and the articles of Association; If the content of this system conflicts with laws, regulations, normative documents or the articles of association, the provisions of laws, regulations, normative documents and the articles of association shall prevail.
Article 35 The Audit Department of the company is responsible for the interpretation of this system.
Attachment: Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357) anti fraud report registration form
Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357) March 9, 2002
Appendix: anti fraud registration form
Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357) anti fraud report registration form
Reporting time
Report by informant
