Inner Mongolia Tianshou Technology&Development Co.Ltd(000611)
Anti fraud system
(approved by the board of directors on March 22, 2022)
Chapter I General Provisions
Article 1 in order to prevent corruption and fraud, strengthen the governance and internal control of Inner Mongolia Tianshou Technology&Development Co.Ltd(000611) (hereinafter referred to as "the company"), reduce corporate risks, standardize business practices, safeguard the legitimate rights and interests of the company and shareholders, and realize the legalization, institutionalization and standardization of the investigation and punishment of corruption and fraud, in accordance with the company law of the people's Republic of China, the basic norms of enterprise internal control, the stock listing rules of Shenzhen Stock Exchange and other relevant laws This system is formulated in accordance with laws and regulations and the articles of association of Inner Mongolia Tianshou Technology&Development Co.Ltd(000611) company (hereinafter referred to as the "articles of association").
Article 2 this system mainly defines the purpose of anti fraud work, the concept and form of fraud, the attribution of responsibility for anti fraud, the prevention and control of fraud, the reporting, investigation and reporting of fraud cases, the permanent organization and functions of anti fraud work, the guidance and supervision of anti fraud work, as well as the remedial measures and punishment of fraud. Article 3 this system is applicable to the company and its wholly-owned subsidiaries, holding subsidiaries and companies with control within the scope of consolidated statements.
Article 4 the purpose of anti fraud work is to standardize the professional behavior of the company's directors, supervisors, senior and middle management staff and ordinary employees, urge the above personnel to strictly abide by relevant laws and regulations, industry standards, professional ethics and company rules and regulations, establish a good atmosphere of honesty and diligence, and prevent acts that damage the interests of the company and shareholders.
The second chapter is the concept and form 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, or seek improper economic interests of the company, which may bring illegitimate interests to individuals or others at the same time.
Article 6 fraud that damages the legitimate economic interests of the company refers to the improper behavior of internal and external personnel of the company to damage the legitimate economic interests of the company and shareholders by means of fraud and other illegal means in order to seek their own interests. One of the following circumstances is such a fraudulent act:
(I) soliciting and accepting bribes or kickbacks;
(II) transfer transactions that can make the company profitable under normal circumstances to themselves or others without the approval of the company;
(III) illegally using the company's assets, embezzling, misappropriating, stealing and embezzling the company's assets;
(IV) make the company pay for false transactions;
(V) deliberately concealing or misrepresenting transactions;
(VI) forging or altering accounting records or vouchers;
(VII) divulge the company's trade or technical secrets.
Article 7 fraud for seeking improper economic interests of the company refers to the improper behavior of internal and external personnel of the company to damage the interests of the state, other organizations, 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:
(I) selling non-existent or untrue assets;
(II) deliberately concealing or misrepresenting 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 the reading of financial statements or misunderstanding of users;
(III) engaging in illegal economic activities;
(IV) forging or altering accounting records or vouchers;
(V) tax evasion.
Chapter III anti fraud management department and functions
Article 8 the management of the company is responsible for establishing, improving and effectively implementing anti fraud procedures and anti fraud self-assessment procedures, including fraud risk assessment and fraud prevention.
Article 9 the company appoints the audit committee as the permanent management organization of the company's anti fraud work, which is responsible for organizing and implementing the cross departmental and company wide anti fraud work in the company's anti fraud work, and organizing and carrying out the company's anti fraud publicity activities; Accept fraud reports, register and handle them, organize the investigation of fraud cases, and issue handling opinions. The audit department is the cooperative business department of anti fraud work. Each holding subsidiary and each department of the company shall undertake the anti fraud work of the enterprise and its headquarters.
Article 10 the staff of the audit committee, the audit department, the finance department and other relevant departments and offices of the company shall consciously improve their anti fraud awareness, improve the level of technical ability required to carry out anti fraud work, maintain due professional prudence, actively require and actively accept the training of anti fraud laws and regulations, industry standards, knowledge and skills of relevant administrative competent institutions and securities regulatory institutions, Actively understand the development status and plan of the company's production and operation activities, accounting policies and other relevant rules and regulations.
Article 11 in view of the fact that relevant institutions outside the company, such as relevant government regulators, securities regulators and external auditors, may also receive reports of fraud from internal personnel of the company, relevant departments and offices of the company shall strengthen communication and exchange with the audit committee and assist the audit committee in anti fraud work.
Chapter IV Prevention and control of fraud
Article 12 the prevention and control of fraud by the management of the company mainly includes: advocating the enterprise culture of integrity and honesty, and creating an enterprise cultural environment conducive to anti fraud; Assess the risk of fraud and establish specific control procedures and mechanisms to reduce the probability of fraud; Establish a permanent anti fraud organization to receive, investigate, report and put forward handling opinions on fraud reports, and supervise them.
Article 13 to advocate the corporate culture of honesty, integrity and honesty, including (but not limited to) the following ways:
(I) the senior management shall set an example and take the lead in complying with national laws and regulations and various internal rules and regulations of the company;
(II) the company's anti fraud policies, procedures and relevant measures shall be effectively communicated or trained in various forms within the company to ensure that employees receive training in relevant laws, regulations and professional ethics to make them understand the concepts involved in the code of conduct; Help employees distinguish between legal and illegal, honest and hypocritical behaviors. All employees must be aware of the company's serious attitude towards preventing fraud and their own responsibilities in anti fraud, and consciously strive to improve their anti fraud ideological level and skills;
(III) conduct anti fraud training, laws and regulations and integrity and moral education for new employees;
(IV) encourage employees to abide by the law and discipline in the company's daily work and communication, encourage employees to act in good faith and ethics, help employees correctly deal with conflicts of interest at work and resist the temptation of improper interests, and inform all social stakeholders directly or indirectly related to the enterprise in an appropriate form, such as customers, suppliers, regulators and shareholders of the company;
Article 14 to assess the risk of fraud and establish a specific control mechanism to reduce the chance of fraud, mainly through the following means:
(I) the management shall include the fraud risk assessment when carrying out the relevant work of enterprise risk assessment every year.
The management shall identify and evaluate the fraud risk at the company level, business department level and main account level, and judge the possibility and impact of fraud risk. These assessments should generally consider whether the fraud risk will lead to the company issuing false financial reports, misappropriation of the company's assets, unauthorized income or expenditure of the company's assets, and should also include the assessment of the fraud risk of the company's senior managers or the company's directors and supervisors; (II) design and implement internal control measures to reduce the probability of fraud. The management shall establish and take measures to confirm, prevent and reduce false financial reports or abuse of the company's assets; All levels and departments of the company shall establish anti fraud control measures, which can take different forms, such as approval, authorization, verification, verification, division of rights and responsibilities, review of work performance and protection of the safety of the company's assets. Establish necessary internal control measures for high-risk areas where fraud may occur, such as false financial reports, ultra vires of management, information systems and technology. These measures include drawing up business flow charts, formulating management systems and normative documents such as approval authority guidelines, and connecting the risk of business fraud and financial fraud with internal control measures, so as to establish a control mechanism at the source of fraud and play a role.
Article 15 the company shall conduct background investigation on the personnel to be employed or promoted to important positions, such as educational background, work experience, integrity records, etc. The background investigation process shall have formal written records and be well filed.
Article 16 the continuous supervision of the management on fraud shall be integrated into the daily control activities, including daily management and supervision activities.
Chapter V reporting, investigation and reporting of fraud cases
Article 17 the audit committee is responsible for establishing the reporting telephone number and e-mail address of professional ethics issues and fraud cases, publishing the reporting number and e-mail address as the channel for all parties to reflect, report and expose fraud cases, and formulating a standardized workflow for this work.
Article 18 the audit committee will assess the suspicious, charged but unconfirmed reports involving ordinary employees according to their priorities, together with the personnel of relevant departments of the company, and make a decision on whether to investigate. If the report involves senior managers of the company, the audit committee shall report to the board of directors and handle it according to the research opinions of the board of directors. For real name reporting, the audit committee needs to feed back the investigation and handling results to the informant whether it will initiate an investigation or not.
Whistle blowers are protected in assisting in investigations. The company prohibits any 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 informant will be subject to salary reduction, dismissal and termination of labor contract. If they violate the law, they will be transferred to the judicial organ for handling according to law.
Article 19 the audit committee shall file and file the report materials of fraud cases after reporting, investigation and handling in a timely manner in accordance with the provisions on archiving.
All personnel who accept reports, register, approve or are responsible for the investigation and handling of fraud incidents shall be loyal to their duties, keep secrets and abide by the following provisions:
(I) it is strictly prohibited to disclose the informant's name, unit, address and other relevant information;
(II) it is not allowed to show the report letter and other materials involving the informant's personal information to the investigated department or the investigated person;
(III) if the investigated fraud has an interest in the investigators or their close relatives, they shall withdraw;
(IV) the staff who accept the report or participate in the fraud investigation shall not provide relevant information and report contents of the informant to any department and individual without authorization; If it is really necessary to consult the information related to the report due to work, it shall be authorized by the audit committee. The consulting personnel must register and keep confidential the contents, time and relevant information of the consulting personnel.
Chapter VI guidance and supervision of anti fraud work
Article 20 the management of the company shall take the anti fraud work as a part of the daily management work, actively support the daily work of the permanent establishment of anti fraud work, and give full guarantee in terms of budget, staffing and working conditions.
Article 21 the audit committee of the company shall hold an anti fraud briefing at least once a year. In case of fraud involving directors, members of the board of supervisors, senior executives of the company, heads of departments and offices of the company and senior executives of holding subsidiaries, fraud events, important situations or major problems that have a great impact on the normal production and business activities of the company, affect the normal issuance of the company's financial report or misstatement, A meeting of the board of directors of the company shall be proposed.
Article 22 the audit department is responsible for considering the risk of fraud when formulating and implementing the annual audit plan, so as to effectively assist the audit committee in anti fraud work. The audit department shall cooperate with the audit committee to play a necessary guiding and supervisory role in the company's anti fraud work. According to the actual needs, the audit department and the audit committee can communicate their work plans and work results as necessary.
Article 23 the audit committee may, under the authorization of the board of supervisors, independently or jointly with the business department of the company, investigate the reported fraud cases; It can also accept the entrustment of the management to investigate special fraud matters for the management and conduct special evaluation of anti fraud systems and processes for special matters. The investigation report, handling opinion and evaluation report made by the audit committee shall be reported to the board of directors or the board of supervisors as required.
Chapter VII remedies and penalties for fraud
Article 24 after a fraud case occurs in the company, a written report on the evaluation and improvement of internal control shall be included in the remedial measures, appropriate measures shall be taken against the violators, and the results shall be reported to the internal and appropriate shareholders as required.
Article 25 the audit committee and the audit department shall advise the management of the company to impose corresponding internal economic and administrative disciplinary punishment according to relevant regulations for all employees who have committed fraud, whether or not they have reached the degree of criminal offence; If the act violates the criminal law, it shall be transferred to the judicial organ for handling according to law.
Chapter VIII supplementary provisions
Article 26 this system is drafted and revised by the audit committee of the company and issued after being deliberated and approved by the board of directors and the board of supervisors of the company.
Article 27 the audit committee shall be responsible for the interpretation of this system.
Article 28 the system shall come into force and be implemented from the date of deliberation and adoption by the board of directors.
