Inner Mongolia Tianshou Technology&Development Co.Ltd(000611)
Working rules of risk management committee
(approved by the board of directors on March 22, 2022)
Chapter I General Provisions
Article 1 in order to timely identify and evaluate the major risks in the business activities and operation of Inner Mongolia Tianshou Technology&Development Co.Ltd(000611) (hereinafter referred to as "the company"), improve the ability of the company to control risks and improve the corporate governance structure, according to the company law of the people's Republic of China (hereinafter referred to as "the company law") According to the governance standards of listed companies, the articles of association of Inner Mongolia Tianshou Technology&Development Co.Ltd(000611) company (hereinafter referred to as the "articles of association") and other relevant regulations, the board of directors of the company establishes a risk management committee and formulates these detailed rules.
Article 2 the risk management committee of the board of directors is a special working organization established by the board of directors in accordance with relevant laws and regulations and the articles of association. It is mainly responsible for assessing the overall risk status of the company and supervising the overall risk management of the company, so as to ensure that various risks associated with the company's business activities are controlled within a reasonable range.
Article 3 uncertainty refers to the impact of uncertainty on the realization of an enterprise's business objectives in the future. According to the source of risk, it is divided into external risk and internal risk.
Chapter II personnel composition
Article 4 the risk management committee is composed of three directors, including one independent director.
Article 5 the members of the risk management committee shall be nominated by the chairman, more than half of the independent directors or more than one-third of all directors, and elected by the board of directors.
Article 6 the risk management committee shall have a chairman (convener) to preside over the work of the Committee. The chairman shall be elected by the risk management committee and reported to the board of directors for approval. When the chairman is unable or unable to perform his duties, he shall appoint another member to perform his duties on his behalf; When the chairman neither performs his duties nor designates other members to perform his duties on his behalf, any member can report the relevant situation to the board of directors of the company, and the board of directors designates a member to perform the duties of the chairman of the risk management committee.
Article 7 The term of office of the members of the risk management committee is the same as that of the board of directors. Upon expiration of their term of office, they can be re elected. Before the expiration of the term of office, the members of the risk management committee shall not be dismissed without reason unless they are prohibited from taking office as stipulated in laws, regulations, normative documents and the articles of association. If a member no longer holds the position of director of the company, he will automatically lose the qualification of member, and the board of directors will make up the number of members in accordance with the provisions of articles 4 to 6 above.
Article 8 the risk management department of the company is the daily office of the risk management committee, responsible for daily work liaison, meeting organization and other matters, summarizing the data, project suggestions and risk management plans provided by relevant departments, forming proposals and submitting them to the risk management committee for deliberation; The audit department and the legal affairs department are responsible for the supervision and inspection of risk management.
Chapter III responsibilities and authorities
Article 9 main responsibilities of the risk management committee
（1） Evaluate the risk status of the company and put forward suggestions;
（2） Evaluate the risk management of the company and put forward suggestions;
（3） Study and put forward suggestions on improving the company's risk management and internal control;
（4） Formulate the company's major risk early warning mechanism and emergency handling mechanism;
（5） Study the risks and control of major investment and financing and other major matters in operation and management of the company, and put forward suggestions to the board of directors;
（6） Other matters authorized by the board of directors.
Article 10 the risk management committee shall be responsible to the board of directors, and the proposal of the committee shall be submitted to the board of directors for deliberation and decision. Chapter IV decision making procedures
Article 11 according to the requirements of the risk management committee and under the arrangement and coordination of the office of the board of directors, the audit department, legal affairs department and other relevant functional departments of the company are responsible for providing relevant materials and services to the risk management committee in a timely, complete and true manner.
Article 12 the risk management committee shall convene a meeting according to the proposal of the company's strategic investment department, audit department, legal affairs department and other relevant functional departments, conduct deliberation, and submit the deliberation results to the board of directors.
Article 13 the risk management committee shall convene a meeting to conduct research and discussion according to the instructions of the board of directors, the proposal of the chairman or work needs, and submit the discussion results to the board of directors for research and decision.
Chapter V rules of procedure
Article 14 the meeting of the risk management committee is divided into regular meeting and interim meeting. The regular meeting shall be held at least once a year and all members shall be notified three days before the meeting. The interim meeting shall be held irregularly and all members shall be notified one day before the meeting. The meeting shall be presided over by the chairman. If the chairman is unable to attend, he may entrust another member to preside over the meeting.
Article 15 the meeting of the risk management committee shall be held only when more than two-thirds of the members are present. Each member has one vote, and the resolution made at the meeting must be adopted by more than half of all the members.
Article 16 the voting method of the risk management committee meeting is a show of hands or voting; The meeting shall be held by means of on-site communication, voting, etc. If the meeting is held by means of communication voting, the members' signature on the meeting resolution shall be deemed to have attended the relevant meeting and agreed to the contents of the meeting resolution.
Article 17 the directors, supervisors and other relevant personnel of the company's risk management committee may attend the meeting as nonvoting delegates when necessary.
Article 18 if necessary, the risk management committee may hire an intermediary to provide professional advice for its decision-making, and the expenses shall be paid by the company.
Article 19 the convening procedures, voting methods and proposals adopted at the meeting of the risk management committee must comply with the provisions of relevant laws and regulations, the articles of association and these detailed rules.
Article 20 the meeting of the risk management committee shall have resolutions or minutes, and the members attending the meeting shall sign the resolutions or minutes; The minutes of the meeting shall be kept by the Securities Department of the company for 10 years. Article 21 the proposals and voting results adopted at the meeting of the risk management committee shall be reported to the board of directors in writing.
Article 22 all personnel attending the meeting of the risk management committee shall be obliged to keep confidential the items discussed at the meeting, shall not disclose relevant information without authorization, and shall strictly abide by the relevant provisions of the company's information disclosure management system.
Chapter VI supplementary provisions
Article 23 matters not covered in these Rules shall be implemented in accordance with relevant national laws, regulations and the articles of Association; In case of any conflict between these rules and the laws and regulations issued by the state or the articles of association modified by legal procedures, the provisions of relevant national laws, regulations and the articles of association shall prevail.
Article 24 the right to interpret these rules belongs to the board of directors of the company.
Article 25 the detailed rules shall come into force and be implemented as of the date of adoption of the resolution of the board of directors.
