Chapter 1 General
Article 1 In order to further improve the corporate governance of Shaanxi Jinye Science & Education Group Co., Ltd. (hereinafter referred to as “the company”), improve the internal restraint and accountability mechanism, promote the company's employees to perform their duties, perform their duties correctly, and protect the company’s normal working order and legal rights. To protect the legitimate rights and interests of corporate investors, especially small and medium investors, these Measures are formulated in accordance with the laws and regulations of the Company Law, the Securities Law, and the Stock Listing Rules of the Shenzhen Stock Exchange, and the Articles of Association.
Article 2 Employees in the company's performance of duties are guilty of negligence, malfeasance, mistakes or falsifications for the interests of individuals and shareholders, harming the interests of the company or other shareholders; or the occurrence of major problems in their jurisdiction, dereliction of duty, oversight, and failure Where diligence and due diligence have caused adverse effects on the development or management of the company, they shall be investigated and dealt with in accordance with these Measures.
Article 3 Responsibility for accountability adheres to the following principles:
(a) The principle of equality before the system;
(2) The principle of seeking truth from facts, being objective, fair and just;
(c) Who is responsible and who is responsible for the principle;
(d) the principle of fault and responsibility;
(5) The principle of combining education with punishment.
Chapter II Division of duties
Article 4 The company shall establish an accountability leading group. The group leader shall be chaired by the chairman of the board of directors. The deputy leader shall be chaired by the chairman of the board of supervisors. The team members shall be senior management personnel, supervision and audit department, board of directors office, administrative department, human resources department, risk Control department and other related personnel. The company's supervision and auditing department and risk control department are responsible for investigating and verifying the relevant conditions according to their respective duties and responsibilities, and making suggestions for handling. The other departments of the company should coordinate their work.
Article 5 The senior management personnel of the company shall bear the major leadership responsibility for the supervisory work. The person in charge of each business unit and the person in charge of each department shall bear important leadership responsibilities for the specific management work. Each position employee shall be directly responsible for the work of this position.
Article 6 The Supervision and Audit Department shall be responsible for the resignation audit of senior management personnel of the company, and shall be responsible for the authenticity, legitimacy, efficiency, and related economic activities of the financial revenues and expenditures of the departments and subsidiaries (colleges) where they are employed. Responsible for the responsibility of economic responsibility audit, issued an audit report to the chairman of the board of directors. When there is a matter of accountability, the company's relevant organization will make a decision in accordance with relevant regulations and these Measures.
Article 7 The project or work performed by two or more units (divisions) shall be jointly undertaken by the lead agency (department), and the collaborating agency (department) shall bear the secondary responsibility. If the lead unit (department) or the cooperative unit (department) affects the completion of the project and work unilaterally, it shall make a conclusion of the investigation according to the facts to determine the responsibility.
Chapter III Scope of Liability Investigation
Article 8 Management misconduct. There is one of the following actions: The person directly responsible, the person responsible for the main leadership, and the person responsible for the important leadership are given the corresponding responsibility according to the circumstances:
(I) If major issues or major decisions are not conducted in accordance with procedures and regulations, the company’s board of directors, meetings of the board of supervisors, and other related meetings approve the allocation of profits, increases or decreases in equity, disposal of major assets, major related transactions, major external guarantees, etc. When the proposal fails to comply with laws and regulations, provisions of the securities regulatory authority, and the company's "Articles of Association" and other procedures, and the approval of the motion causes losses to other shareholders and the company, the directors, supervisors, and senior executives who voted in favor of the relevant motion shall Take corresponding responsibility;
(2) resulting in serious losses or consequences to the company due to major mistakes in decision-making;
(3) Violation of the company's information disclosure management system, disclosure of company insider information, use of insider information to conduct insider trading or suggest that others use insider information to conduct insider trading, or cooperate with others to manipulate the company's securities trading price;
(4) Violating the management system concerning changes in the company’s shareholdings, and illegally buying or selling shares of the company (including insider trading, short-term trading, window trading, and selling within the lock-up period of internal commitments);
(5) The important work decided by the company's important meeting or the company's leadership has caused serious consequences because the responsible unit has erred to perform its duties;
(6) The occurrence of major accidents such as safety, quality, and service;
(7) The work within the scope of duties and the supervision and management of the employees of the unit (department) are not in place, or the internal control system is not perfect, and the implementation of supervision and inspection is not strict, resulting in serious violations of discipline or violations or major work errors;
(8) Reports on requests for important matters raised by subordinate units should be resolved without timely resolution or clear answers, causing serious consequences;
(9) The serious work mistakes or violations, violations of discipline, and violations committed by employees of the unit or the department shall not be handled, concealed, or shielded;
(10) The individual performance appraisal of subordinate units or employees is unfair and unfair, resulting in serious consequences, or resulting in complaints that have been verified and verified;
(11) The problem reflected by the employee's leapfrog is well-founded, belongs to the scope of authority of the competent department, and does not timely research and solve or solve the problem that has caused serious impact on the company;
(12) Other circumstances identified by the board of directors of the company.
Article 9 Work dereliction. There is one of the following actions: The person directly responsible, the person responsible for the main leadership, and the person responsible for the important leadership are given the corresponding responsibility according to the circumstances:
(1) Major errors in the important official documents, important reports submitted, important information data, and information disclosure, which have caused serious problems;
(2) Purchasing equipment, materials or other commodities that do not meet the company's specifications and quality standards, causing economic losses to the company of more than 100,000 yuan;
(3) The company has caused economic losses of more than 100,000 yuan due to serious work mistakes;
(4) dereliction of duty during the signing of the contract or performance of the contract, resulting in an economic loss of more than 100,000 yuan;
(5) losing or seriously damaging the company's property and causing the company to suffer economic losses exceeding 50,000 yuan;
(6) Other major mistakes occurred in the work, causing economic losses to the company of more than 50,000 yuan;
(7) Other circumstances as determined by the board of directors of the company.
Article 10 Classes Violating Rules and Regulations. There is one of the following actions: The person directly responsible, the person responsible for the main leadership, and the person responsible for the important leadership are given the corresponding responsibility according to the circumstances:
(1) Matters discussed and passed at the relevant meetings of the chairman's office of the board of directors, the office of the president, etc., violate the laws and regulations and company normative documents, internal control procedures or objective facts, causing major adverse effects or losses of the company's assets, but have been proved to vote. Any objections raised at the time;
(2) Misappropriating or embezzling company property;
(3) Defrauding, concealing or falsely reporting all kinds of statistical reports and financial statements, falsely reporting performance evaluation indicators, and defrauding honors or economic interests;
(4) to use the company's resources and commercial secrets to engage in personal profit-making activities, or to provide company business secrets to other enterprises or individuals;
(5) Violating the operational procedures of various types of business and seeking benefits for themselves or others or causing losses to the company;
(6) Serious violations of the company's bidding management and material procurement regulations or the procurement of products at significantly higher than market prices;
(7) Deception in the assessment and inspection of management personnel affects the correct appointment of the company (organization);
(8) to transfer the business belonging to the unit to their own close relatives and specific related parties for business or profit; (9) to entrust, lease or contract the company's assets to others for business;
(10) to use his position for convenience and personally engage in intermediary activities related to the company's business to obtain benefits;
(11) In the course of business activities, asking for and receiving the property of the units and individuals;
(12) accepting or disguising the amount of property belonging to subordinate units and individuals within the scope of the supervisor in order to make profits;
(13) Using the convenience of his duties, the expenses to be paid by the individual shall be paid or reimbursed by the subordinate units or other units of the company;
(14) Fighting with others during working hours or in the workplace, and affecting bad people;
(15) Arbitrarily making trouble at working hours or in the workplace, affecting the normal working order;
(16) gambling, drug use, and other violations of public security management laws and regulations during working hours or in the workplace;
(17) In the performance of his duties, he falsifies the facts and desecrates others, which has been seriously affected through verification and verification;
(18) Instigating, instructing, and instructing subordinates to violate financial, financial, taxation, auditing, statistical laws and regulations, and resorting to falsification;
(19) Instigating, instigating, condoning subordinates' obstruction, interference, confrontation with supervision and inspection, investigation and handling of cases, or retaliation against the person handling the case, accusing the accuser, and the certifier;
(XX) Serious violation of other company rules and regulations or employee code of conduct;
(21) Other disciplinary violations recognized by the board of directors.
Chapter IV Types of Accountability
Article 11 Types
(I) Circular of criticism:
1. The Board of Directors criticized it; 2. The board of supervisors criticized it; 3. The board chairman’s office criticized it; 4. The president’s office criticized it;
(B) order corrections and conduct a review;
(3) withholding bonuses and wages;
(d) Transferring positions, suspending employment, demotion, and dismissal;
(e) retention of inspections;
(6) Dissolving the labor contract. Including but not limited to the following situations:
1. Accumulated 3 times within one year bear leadership responsibility for the company being subject to administrative punishment;
2. There is evidence of lack of professional competence, poor management or violation of company regulations;
3、After leaving duty, causing great losses to the company;
4. The resignation audit report shows that it is responsible for the company's operational risk or violation of laws and regulations;
5. Authorize personnel who do not have senior management qualifications or senior management qualifications and other inappropriate candidates to exercise their authority on their behalf;
6. Concealing violations of laws and regulations and major operational management responsibilities of other company executives;
7. Refusal to provide relevant regulatory information and other situations that do not cooperate with the supervision to the China Securities Regulatory Commission or the stock exchange.
(7) to claim damages in accordance with the law.
Article 12 Where a responsible person causes economic losses to the company due to negligence, it shall bear economic responsibilities in proportion to the circumstances. If the responsible company causes economic losses to the company, it shall bear all economic responsibilities according to law.
Article 13 Where a company violates the company’s decision-making procedure and fails to obtain the consent of the company’s board of directors or the approval of the general meeting of shareholders to provide guarantees, investments, transactions or related transactions in the name of the company without authorization, causing losses to the company, the responsible party shall compensate all economic losses according to law. Those who violate the law shall bear corresponding civil and criminal liabilities according to law.
Article XIV of the relevant responsible personnel suspected of major violations of laws and regulations during the investigation of the administrative and judicial organs, the company board of directors, board of supervisors should suspend the positions of related personnel.
Article 15 Any one of the following circumstances may be mitigated, reduced, or exempted:
(1) The circumstances were minor and did not cause adverse consequences and effects;
(b) to actively admit mistakes and actively correct them;
(c) indeed caused by accidents and natural factors;
(4) Non-subjective factors that have not caused any major loss or serious impact;
(5) It has not been adopted because the administrative intervention or the person directly responsible has actually made a suggestion to the superior's leadership.
Article 16 Any one of the following circumstances shall be punished severely or aggravated:
(1) The circumstances are bad, the consequences are serious, the impact is great, and the cause of the accident is really caused by personal subjective factors;
(2) The failure to take remedial measures in time after the accident resulted in an increase in losses;
(3) Interfering with or obstructing investigations or cracking down on, retaliating against, or collating an investigator;
(D) Repeatedly teaching and not refusing to admit mistakes;
(5) To refuse to execute the company's handling decision;
(6) It causes major economic losses and cannot be remedied.
Chapter V Accountability Procedures
Article 17 Accountability work follows the following process:
(1) To supervise the auditing department to organize investigations and verify relevant information, and submit handling proposals;
(2) Leading group for accountability work to collectively identify responsibilities and propose solutions;
(3) The company’s board of directors, board of supervisors, chairman of the board of directors’ office, and president’s office will make decisions or decisions based on the treatment plan proposed by the leading group of accountability work.
Article 18 The accountability leadership group, supervision and auditing department, and risk control department have the right to require the relevant personnel to introduce the situation, provide the materials required for the investigation, review the relevant meeting records, financial information, etc. The above personnel shall cooperate. If necessary, an intermediary agency may be hired to participate in the investigation and verification. According to the investigation report and preliminary handling opinions of the accountability leading group, the company will deal with the responsible persons after listening to the parties' statements and defenses.
Article 19 If the investigated person has objections to the handling, he/she may submit an appeal to the board of directors and the board of supervisors within 10 working days from the date of disposition of the decision. If the investigation is indeed an error, it should be corrected. The appeal period does not, in principle, affect the execution of the decision.
Article 20 Persons who have direct interest in matters of accountability or who may affect the accountability, accountability, fairness, and openness of the work shall be avoided and may not participate in the accountability.
Chapter VI Supplementary Provisions
The twenty-first article applies to the company and its subsidiaries (colleges).
Article 22 The board of directors of the company shall be responsible for the interpretation of these Measures.
Article 23 The present Measures shall come into force on the date of deliberation and approval by the board of directors.