Shanxi Lu’An Environmental Energydev.Co.Ltd(601699) detailed rules for the implementation of special committees under the board of directors
Implementation rules of the Strategic Investment Committee of the board of directors
Chapter I General principles
Article 1 in order to meet the needs of the company’s strategic development, enhance the company’s core competitiveness, determine the company’s development plan, improve the investment decision-making procedures, strengthen the scientificity of decision-making, improve the efficiency and quality of major investment decisions, and improve the corporate governance structure, the company hereby establishes the strategic Investment Committee of the board of directors in accordance with the company law of the people’s Republic of China, the guidelines for the governance of listed companies, the articles of association and other relevant provisions, And formulate these implementation rules.
Article 2 the Strategic Investment Committee of the board of directors is a special working organization established by the board of directors, which is mainly responsible for studying and making suggestions on the company’s long-term development strategy and major investment decisions, and is responsible to the board of directors of the company.
Chapter II personnel composition
Article 3 the members of the strategic investment committee shall be composed of three to five directors, and the members shall include the chairman of the board.
Article 4 the members of the strategic investment 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.
Article 5 the strategic investment committee shall have a chairman (convener), who shall be the chairman of the company.
Article 6 The term of office of the strategic investment committee is the same as that of the board of directors. Upon expiration of the term of office, the members can be re elected. If any member ceases to hold the position of director of the company during the period, he will automatically lose the qualification of member, and the board of directors will make up the number of members according to the provisions of Articles 3 to 5 above.
Article 7 the strategic investment committee shall set up a special department as the daily office, which shall be responsible for the daily work liaison and meeting organization of the strategic investment committee.
Chapter III responsibilities and authorities
Article 8 the main responsibilities and authorities of the strategic investment committee are as follows:
（1） Study the long-term development strategic planning of the company and put forward suggestions;
（2） Study and put forward suggestions on major investment and financing schemes that must be approved by the board of directors according to the articles of Association;
（3） Study and put forward suggestions on major capital operation and asset management projects that must be approved by the board of directors according to the articles of Association;
（4） Study and put forward suggestions on other major issues affecting the development of the company; （5） Check the implementation of the above matters;
（6） Other matters authorized by the board of directors.
Article 9 the strategic investment 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 10 the full-time department under the strategic investment committee is responsible for the preliminary preparations for the decision-making of the strategic investment committee and providing the relevant materials of the company:
（1） The person in charge of relevant departments of the company or holding (participating) enterprises shall report the intention of major investment and financing, capital operation and asset management projects, preliminary feasibility report, basic information of partners and other materials;
（2） The full-time department under the strategic investment committee shall conduct the preliminary examination, issue the project approval opinion, and report to the Strategic Investment Committee for the record;
（3） Relevant departments of the company or holding (joint-stock) enterprises shall make external agreements, contracts, articles of association and feasibility reports, and report them to the full-time investment department;
（4） The special department under the strategic investment committee shall review and issue written opinions, and submit formal proposals to the strategic investment committee.
Article 11 The Strategic Investment Committee shall hold a meeting to discuss according to the proposal of the special department under it, submit the discussion results to the board of directors and feed back to the special department at the same time. Chapter V rules of procedure
Article 12 the strategic investment committee shall hold meetings at least twice a year and notify all members five days 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 13 the meeting of the strategic investment committee shall be held only when more than two-thirds of the members are present; Each member has one vote; Resolutions made at the meeting must be adopted by more than half of all members.
Article 14 The Strategic Investment Committee may be convened by means of on-site, communication, and the combination of on-site and communication. The voting methods of the meeting are show of hands or voting.
Article 15 the full-time department under the strategic investment committee may attend the meeting of the strategic investment committee as nonvoting delegates. If necessary, the directors, supervisors and other senior managers of the company may also be invited to attend the meeting as nonvoting delegates.
Article 16 if necessary, the strategic investment committee may hire an intermediary to provide professional advice for its decision-making, and the expenses shall be paid by the company.
Article 17 the convening procedures, voting methods and proposals adopted at the meeting of the strategic investment committee must comply with the provisions of relevant laws, regulations, the articles of association and these measures.
Article 18 the meeting of the strategic investment committee shall be recorded, and the members attending the meeting shall sign on the meeting minutes, which shall be kept by the Secretary of the board of directors of the company.
Article 19 the proposals and voting results adopted at the meeting of the strategic investment committee shall be reported to the board of directors of the company in writing.
Article 20 all members present at the meeting shall have the obligation to keep confidential the matters discussed at the meeting and shall not disclose relevant information without authorization.
Chapter VI supplementary provisions
Article 21 the implementation rules shall be implemented on a trial basis from the date of adoption of the resolution of the board of directors.
Article 22 matters not covered in these Implementation 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 promulgated by the state in the future or the articles of association modified by legal procedures, the provisions of relevant national laws, regulations and the articles of association shall be implemented, and the rules shall be revised immediately and submitted to the board of directors for deliberation and approval.
Article 23 the right to interpret these rules belongs to the board of directors of the company.
Implementation rules of financial audit risk control committee
Chapter I General principles
Article 1 in order to strengthen the decision-making function of the board of directors, achieve prior audit, professional audit and effective risk control, ensure the effective supervision of the board of directors over the management, and improve the corporate governance structure, the company hereby establishes the financial audit risk control committee of the board of directors and formulates these implementation rules in accordance with the company law of the people’s Republic of China, the governance standards of listed companies, the articles of association and other relevant provisions.
Article 2 the financial audit risk control committee of the board of directors is a special working organization established by the board of directors, which is mainly responsible for the communication, supervision and verification of the company’s internal and external audit, and is responsible to the board of directors of the company.
While disclosing the annual report, the company shall disclose the annual performance of the financial audit risk control committee on the website of Shanghai Stock Exchange, mainly including its performance of duties and the convening of meetings.
The proposals and voting results passed by the financial audit risk control committee must be reported to the board of directors in writing.
If the major problems found by the financial audit risk control committee during the performance of its duties touch the information disclosure standards specified in the stock listing rules of Shanghai Stock Exchange, the company shall disclose such matters and their rectification in a timely manner.
Chapter II personnel composition
Article 3 the members of the financial audit risk control committee are composed of three to seven directors, with the majority of independent directors. At least one independent director among the members is a professional accountant.
Article 4 the members of the financial audit risk control 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. Article 5 the financial audit risk control committee shall have a chairman (convener), who shall be an independent director, who shall be responsible for presiding over the work of the Committee and reporting to the board of directors for approval. Article 6 The term of office of the financial audit risk control committee is the same as that of the board of directors. Upon expiration of the term of office, the members can be re elected. If any member ceases to hold the position of director of the company during the period, he will automatically lose the qualification of member, and the board of directors will make up the number of members according to the provisions of Articles 3 to 5 above.
Article 7 the financial audit risk control committee has a full-time department as its daily office, which is responsible for the daily work liaison and meeting organization of the financial audit risk control committee. Chapter III responsibilities and authorities
Article 8 the main responsibilities and authorities of the financial audit risk control committee are as follows:
（1） Supervise and evaluate the external audit work, and propose to hire or replace the external audit institution;
（2） Supervise and evaluate the internal audit work, and be responsible for the coordination of internal audit and external audit;
（3） Review the company’s financial information and its disclosure, and express opinions on it;
（4） Supervise and evaluate the company’s internal control;
（5） Coordinate the communication between management, internal audit and relevant departments and external audit institutions;
（6） Continue to pay attention to the actual management and use of the raised funds;
（7） Guide and promote the construction of the company’s risk compliance system;
（8） Other matters authorized by the board of directors of the company.
Article 9 the financial audit risk control 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. The company shall provide necessary working conditions for the financial audit risk control committee. When the financial audit risk control committee performs its duties, the company’s management and relevant departments shall cooperate. The financial audit risk control committee shall cooperate with the audit activities of the board of supervisors.
Article 10 the financial audit risk control committee shall supervise and evaluate the internal audit work and risk control procedures, guide and supervise the establishment and implementation of the internal audit system and risk compliance system, review the company’s annual internal audit work plan, urge the implementation of the company’s internal audit plan, and guide the effective operation of internal audit.
The full-time department meeting under the financial audit risk control committee shall report to the financial audit risk control committee, and all kinds of audit reports, risk control compliance reports, rectification plans and rectification conditions of audit problems submitted to the management shall be submitted to the financial audit risk control committee at the same time.
The financial audit risk control committee shall evaluate the establishment and implementation of the company’s internal control according to the company’s internal audit report and relevant information, and form an internal control evaluation report. The board of directors shall form a resolution on the internal control evaluation report of the company while considering the annual report and other matters.
If the financial audit risk control committee considers that there are significant defects or risks in the company’s internal control, or the sponsor and external audit institution point out that there are significant defects in the effectiveness of the company’s internal control, the board of directors shall report to and disclose it to the Shanghai Stock Exchange in a timely manner. The company shall disclose in the announcement the major defects or risks in internal control, the consequences that have been or may be caused, and the measures that have been taken or are to be taken.
The financial audit risk control committee shall report to the board of directors on the progress, quality and major problems found in the internal audit.
The financial audit risk control committee shall coordinate the relationship between internal audit and external audit institutions, national audit institutions and other external audit units.
Article 11 the financial audit risk control committee shall review the company’s financial and accounting reports, put forward opinions on the authenticity, accuracy and integrity of the financial and accounting reports, focus on the major accounting and audit problems of the company’s financial and accounting reports, pay special attention to the possibility of fraud, fraud and major misstatement related to the financial and accounting reports, and supervise the rectification of the problems of the financial and accounting reports.
During the preparation and disclosure of the company’s annual report, the financial audit risk control committee shall earnestly perform its duties and carry out its work diligently in accordance with the requirements of the CSRC, Shanghai Stock Exchange and other regulatory authorities for the annual report, as well as the requirements of the articles of association and the implementation rules of the financial audit risk control committee. Review the financial and accounting statements prepared by the company and form written opinions before the external audit institution enters the site; Strengthen communication with external auditors after they enter the site; After the external audit institution issues the preliminary audit opinion, review the company’s financial and accounting statements again and form a written opinion.
Article 12 the financial audit risk control committee shall propose to the board of directors to hire or replace the external audit institution, and review the audit fees and employment terms of the external audit institution, which shall not be unduly affected by the company’s major shareholders, actual controllers or directors, supervisors and senior managers.
When reappointing the external audit institution for the next year, the financial audit risk control committee shall make a comprehensive and objective evaluation on the completion of the audit work of the external audit institution for the current year and its practice quality. After reaching a positive opinion, it shall be submitted to the board of directors for adoption and the resolution of the general meeting of shareholders shall be held; If a negative opinion is formed, an external audit institution shall be employed. If an external audit institution is employed, the financial audit risk control committee shall comprehensively understand and properly evaluate the predecessor and the accounting firm to be employed through meeting and communication, and submit the opinion to the board of directors for resolution and convene the general meeting of shareholders for resolution.
After the end of each fiscal year, the financial audit risk control committee shall negotiate with the external audit institution employed by the company to determine the audit schedule of the annual financial report as soon as possible, and urge the external audit institution to submit the audit report within the agreed time limit.
The financial audit risk control committee shall urge the external audit institutions to be honest, trustworthy, diligent and responsible, strictly abide by the business rules and industry self-discipline norms, strictly implement the internal control system, verify and verify the company’s financial and accounting reports, perform the obligation of special care, and prudently express professional opinions.
Article 13 the full-time department under the financial audit risk control committee shall inspect the storage and use of the raised funds at least once every six months, and report the inspection results to the financial audit risk control committee in time.
If the company’s financial audit risk control committee considers that there are violations or major risks in the management of the company’s raised funds, or the full-time department under the financial audit risk control committee fails to submit the inspection result report in accordance with the provisions of the preceding paragraph, it shall report to the board of directors in time. The board of directors shall timely report to the Shanghai Stock Exchange and make an announcement after receiving the report.
Article 14 the financial audit risk control committee shall supervise the full-time department under its supervision to inspect the following matters at least once every six months, issue an inspection report and submit it to the financial audit risk control committee. If a listed company is found to have violations of laws and regulations or non-standard operation, it shall report to the Shanghai Stock Exchange in a timely manner:
（1） Use and provision of funds raised by the company
