Zheng Quan Zhi Xing·2025-07-29 16:33Core Viewpoint - The establishment of the Risk and Compliance Management Committee aims to enhance the company's governance and improve its risk control and compliance management capabilities [1][2]. Group 1: General Provisions - The Risk and Compliance Management Committee is a specialized body under the board of directors responsible for assessing the company's risk and compliance management status and making recommendations for improvement [1][2]. - The committee is governed by various regulations including the Company Law of the People's Republic of China and the Listing Rules of the Shanghai and Hong Kong Stock Exchanges [1]. Group 2: Composition of the Committee - The committee consists of three to five directors, with independent non-executive directors making up more than half of the members [2]. - The chairman of the committee is appointed by the board of directors and is responsible for leading the committee's work [2]. Group 3: Responsibilities and Authority - The committee is tasked with reviewing the company's risk and compliance management plans, organizational structure, and basic systems [8]. - It provides decision-making support to the board regarding compliance management and supervises the management's adherence to legal requirements [8]. - The committee is also responsible for promoting the company's legal construction and supervising the management's compliance with laws [8]. Group 4: Meeting Procedures - Meetings of the committee must be convened with at least two-thirds of the members present, and decisions require a majority vote [5]. - The committee can invite other directors and senior management to attend meetings as necessary [5]. - Meeting records must be kept, and members are required to maintain confidentiality regarding the discussed matters [6]. Group 5: Miscellaneous Provisions - The work rules of the committee will be interpreted by the board of directors and will take effect upon approval by the board [6].