Guangxi Liugong Machinery Co.Ltd(000528) detailed rules for the work of the compliance management committee of the board of directors (March 2022)
catalogue
Chapter I General Provisions 2 Chapter II composition of the compliance management committee Chapter III powers and obligations of the compliance management committee 3 Chapter IV working procedures of the compliance management committee 4 chapter V rules of procedure of the compliance management committee 5 Chapter VI Supplementary Provisions six
Chapter I General Provisions
Article 1 in order to strengthen the compliance management of Guangxi Liugong Machinery Co.Ltd(000528) (hereinafter referred to as “the company”), establish and improve the compliance management system, improve the compliance management level of the company, effectively prevent compliance risks and ensure the sustainable and healthy development of the company, the company, in accordance with the company law of the people’s Republic of China (hereinafter referred to as “the company law”), the governance standards of listed companies, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange and other relevant laws In accordance with the provisions of laws, regulations, normative documents and Guangxi Liugong Machinery Co.Ltd(000528) articles of Association (hereinafter referred to as the “articles of association”) and in combination with the actual situation of the company, the company establishes a compliance management committee under the board of directors (hereinafter referred to as the “Compliance Committee”) and formulates these detailed rules.
Article 2 the compliance committee is a special working body under the board of directors, which carries out work under the leadership of the board of directors, is responsible to the board of directors, undertakes the organization, leadership and overall coordination of compliance management, holds regular meetings, studies and decides major matters of compliance management or puts forward opinions and suggestions, and guides, supervises and evaluates compliance management.
Chapter II composition of the compliance management committee
Article 3 the compliance committee is composed of [five] directors.
The members of the compliance committee shall be nominated by the chairman, more than half of the independent directors or more than one-third of the directors and elected by the board of directors.
Each term of office is the same as that of the board of directors. He may resign before the expiration of his term of office. Upon expiration of the term of office, he may be re elected. If any member ceases to hold the position of director of the company during the period and automatically loses the qualification of member, the board of directors shall make up the number of members in time in accordance with the provisions of these detailed rules. Before the board of directors makes up the number of members in time according to the working rules, the original members still perform relevant functions and powers according to the working rules.
Article 4 the compliance committee shall have a director (convener) who shall preside over the work of the compliance committee, and the chairman of the compliance committee shall serve as the director.
Article 5 members of the compliance committee shall meet the following conditions:
(I) it is not prohibited from serving as a director, supervisor or senior manager of the company as stipulated in the company law or the articles of Association;
(II) be familiar with important management and business processes of the enterprise, have knowledge or experience in compliance management, risk management and supervision, and have certain legal knowledge;
(III) abide by the principle of good faith, be honest and self disciplined, be loyal to their duties, and actively carry out work to safeguard the rights and interests of the company and shareholders; (IV) comply with other conditions specified in relevant laws, regulations, rules, normative documents or the articles of association. Article 6 under the compliance committee, the Executive Committee of the compliance management committee and the office of the compliance management committee are special working bodies, which are composed of personnel from the legal department of the company to be responsible for the daily work of compliance management and provide professional support to the compliance committee.
Chapter III powers and obligations of the compliance management committee
Article 7 the main responsibilities and authorities of the compliance committee are as follows:
(I) review the annual compliance management report and clarify the annual compliance management objectives;
(II) review the basic system of compliance management;
(III) review the organization setting and responsibility scheme of compliance management;
(IV) study major issues related to compliance management and put forward opinions or suggestions on compliance management;
(V) study major violations and put forward opinions or suggestions to the board of directors on the handling of relevant senior executives in violation of regulations; (VI) guide, supervise and evaluate compliance management;
(VII) coordinate and solve major issues of compliance management to provide guarantee and create conditions for promoting compliance management;
(VIII) other matters stipulated in the articles of association or authorized by the board of directors.
Article 8 the compliance committee shall report to the board of directors on the measures or improvements it deems necessary and put forward suggestions. Article 9 at the request of the compliance committee, the office of the compliance management committee shall provide the compliance committee with background information, opinions and other relevant materials related to the proposal to be considered, and actively cooperate with the work of the compliance committee, so that the compliance committee can perform its duties.
Article 10 the working funds of the compliance committee shall be included in the company’s budget. If necessary, the compliance committee can hire intermediaries and other professionals to provide professional advice for its decision-making. The reasonable expenses incurred by the compliance committee in hiring consultants and professionals when exercising its functions and powers shall be borne by the company. The reasonable expenses incurred by the members of the compliance committee in attending the meeting of the compliance committee shall be paid by the company.
Article 11 the director of the compliance committee shall perform the following duties according to law;
(I) convene and preside over the meeting of the compliance committee;
(II) review and sign the report of the compliance committee;
(III) check the implementation of the resolutions and recommendations of the compliance committee;
(IV) report to the board of directors on behalf of the compliance committee;
(V) other duties that should be performed by the director of the compliance committee.
If the director of the compliance committee is unable to perform his duties for some reason, he shall appoint a member of the compliance committee to exercise his functions and powers on his behalf.
Article 12 members of the compliance committee shall perform the following obligations:
(I) faithfully perform their duties and safeguard the interests of the company and shareholders in accordance with laws, administrative regulations and the articles of Association; (II) the company’s secrets shall not be disclosed except in accordance with the law or with the consent of the general meeting of shareholders and the board of directors;
(III) be responsible for the authenticity, objectivity and compliance of the contents of the report submitted to the board of directors or the documents issued.
Article 13 the compliance committee has a compliance management executive committee (hereinafter referred to as the “compliance Executive Committee”), whose main responsibilities are as follows:
(I) approve the annual work plan and special work plan of compliance management;
(II) organize the implementation of various resolutions approved by the compliance management committee;
(III) formulate the basic system of compliance management;
(IV) organize and promote the company’s compliance risk assessment, compliance management assessment and continuous improvement;
(V) review the compliance management assessment and evaluation report;
(VI) review the violation investigation and Accountability Report;
(VII) other work authorized by the compliance committee.
Article 14 the compliance Executive Committee has a compliance management office, whose main responsibilities are as follows:
(I) organize the implementation of annual and special work plans for compliance management;
(II) organize the implementation of various resolutions approved by the compliance management executive committee;
(III) organize the formulation of implementation rules for compliance management and compliance guidelines for all businesses;
(IV) organize compliance review;
(V) organize compliance training and publicity;
(VI) organize the implementation of compliance management assessment and evaluation;
(VII) organize the investigation and accountability of violations;
(VIII) other work authorized by the compliance Executive Committee.
Chapter IV working procedures of the compliance management committee
Article 15 the compliance committee shall follow the principle of scientific and democratic decision-making, and major matters and important issues shall be decided through collective discussion. Article 16 the office of the compliance management committee shall be responsible for the preliminary preparations for the decision-making of the compliance committee and provide relevant materials of the company:
(I) relevant research reports on compliance work;
(II) compliance work summary and work plan report;
(III) compliance assessment, assessment, review and other work reports;
(IV) major compliance work report;
(V) other relevant matters.
Article 17 the compliance committee shall hold a meeting for discussion according to the proposal of the compliance management committee office and the actual needs of the company, submit the discussion results to the board of directors and feed back to the compliance management committee office at the same time.
Chapter V rules of procedure of the compliance management committee
Article 18 the meeting of the compliance committee shall be held in time as required, and the members of the compliance committee shall be notified in writing (including e-mail) three days in advance; An interim meeting may be held upon the proposal of more than half of the members or the director of the compliance committee, and the interim meeting shall be notified three days in advance.
Article 19 the meeting of the compliance committee shall be presided over by the director of the compliance committee. If the director of the compliance committee is unable to attend, he may entrust a member of the compliance committee to preside over the meeting.
Article 20 the meeting notice shall at least include the following contents:
(VI) method, time and place of the meeting;
(VII) duration of the meeting;
(VIII) topics to be discussed at the meeting;
(IX) meeting contact person and contact information;
(x) date of meeting notice.
Article 21 the meeting of the compliance committee shall not be held until more than two-thirds of the members are present. Each member has one vote. The resolution of the compliance committee shall be adopted by more than half of all members. If the members present at the meeting have different opinions on the voting results, they shall submit the different opinions together with the proposal of the compliance committee to the board of directors of the company.
Article 22 members of the compliance committee shall attend the meeting on time and fully express their opinions on the matters to be discussed or considered. The compliance committee may invite other directors, supervisors, senior managers and members of the Compliance Management Committee Office of the company to attend the meeting as nonvoting delegates when it deems necessary. All personnel attending or attending the meeting as nonvoting delegates are obliged to keep confidential the matters discussed at the meeting and shall not disclose relevant information without authorization.
Article 23 If a member of the compliance committee is unable to attend the meeting for some reason, he may entrust other members in writing to exercise their functions and powers on his behalf. If other members are entrusted to attend the meeting and exercise voting rights on their behalf, a power of attorney shall be submitted to the chairman of the meeting, and the power of attorney shall be submitted to the chairman of the meeting no later than before the voting of the meeting.
Article 24 the power of attorney shall be signed by the principal and agent and shall at least include the following contents:
(I) name of the client;
(II) name of agent;
(III) agency matters;
(IV) instructions on the exercise of voting rights on the topics of the meeting (for, against, abstention) and instructions on whether the trustee can vote according to his own will in the absence of specific instructions;
(V) the period of authorization;
(VI) signing date of power of attorney.
Article 25 If a member of the compliance committee neither attends the meeting in person nor entrusts other members to attend the meeting on his behalf, he shall be deemed not to attend the relevant meeting. If a member fails to attend the meeting for two consecutive times, nor does he entrust other members to exercise their functions and powers on his behalf, the compliance committee shall request the board of directors to replace him.
Article 26 the meeting of the compliance committee shall make a resolution. The resolution shall be voted or put to a show of hands. The means of communication meeting include teleconference, video conference and written proposal meeting.
Article 27 when the meeting of the compliance committee is held in the form of written proposal, the written proposal shall be sent to all members by fax, express mail or personal delivery. After the members vote on the proposal, the original shall be sent back to the company for filing. If the number of members who sign and agree meets the number specified in these rules, the proposal will become a resolution of the compliance committee.
Article 28 the meeting of the compliance committee shall have minutes, which shall be formed after the meeting and submitted to the board of directors. All members attending the meeting shall sign the minutes and resolutions of the meeting. The minutes, resolutions and relevant meeting materials shall be kept by the Secretary of the board of directors of the company as the company’s archives. During the existence of the company, the retention period shall not be less than 10 years.
Article 29 the minutes of the meeting shall at least include the following contents:
(I) the date and place of the meeting and the name of the convener;
(II) the names of the persons attending the meeting and those entrusted by others to attend the meeting shall be specially indicated;
(III) agenda of the meeting;
(IV) key points of members’ speeches;
(V) the voting method of each resolution or proposal and the voting results indicating the number of votes for, against or abstaining; (VI) other matters that should be explained and recorded in the meeting minutes.
Chapter VI supplementary provisions
Article 30 the term “above” mentioned in these rules includes this number.
Article 31 in case of any conflict between the relevant provisions of these detailed rules and the newly issued relevant laws, administrative regulations, rules, normative documents and the articles of association modified by legal procedures, the provisions of the newly issued laws, administrative regulations, rules, normative documents and the relevant provisions of the articles of association modified by legal procedures shall prevail.
Article 32 the detailed rules of work are formulated by the board of directors and shall come into force and come into force from the date of deliberation and adoption by the board of directors. The same is true when revising.
Article 33 the board of directors shall be responsible for the interpretation of these rules.
Guangxi Liugong Machinery Co.Ltd(000528) March 29, 2022
