Interim Provisions on Anti-Fraud
- Categories:Business Ethics
- Time of issue:2023-09-14 16:55
Interim Provisions on Anti-Fraud
- Categories:Business Ethics
- Time of issue:2023-09-14 16:55
To strengthen internal control, effectively prevent and control fraud risks within Livzon Pharmaceutical Group Inc. (the “Company”), and establish an anti-fraud control and supervision mechanism to ensure the healthy and sustainable development of the Company, the Interim Provisions (the “Provisions”) areformulated in accordance with national laws and regulations, and the relevant requirements of the Company.
I. Definition and main forms of fraud:
Fraud is any practice of deceit or trickery or any other illegal means intended to harm or seek the interests of the Company, which may result in improper personal gain. Its main forms are:
(I) False financial reporting, which refers to intentional acts that lead to inaccurate financial reports. This includes:
1. Intentionally changing billing and invoicing principles, modifying billing data, over- or under-reporting income; intentionally under- or over-reporting costs, over- or under-reporting inventory, construction in progress, fixed assets, etc.
2. Fabricating, concealing, or deleting transactions or matters, creating false business contracts, issuing false invoices, etc.
3. Intentionally using inappropriate accounting policies and estimates or using related-party transactions to manipulate profits.
4. Forging or altering accounting vouchers and accounting books, hiding or intentionally destroying accounting vouchers, accounting books, financial reports, etc. that should be kept according to law.
5. Willfully evading taxes in violation of national tax laws and related regulations.
6. Other forms of fraudulent accounting practices that seriously affect the fair presentation of the Company’s financial statements, in violation of the national unified accounting system and relevant regulations of the Company.
(II) Acceptance of bribes and kickbacks, embezzlement and misappropriation of assets. This includes:
1. Accepting bribes and kickbacks, embezzling, misappropriating, stealing the Company’s funds and assets, etc.
2. Diverting funds through false transactions.
3. Operating slush funds or creating off-balance-sheet assets.
4. Establishing “service sector” enterprises to encroach upon the Company’s interests.
(III) Violation of regulations or failure to perform responsibilities properly, causing significant economic losses to the Company, and intentional concealment of the fact of losses. This includes:
1. Unapproved and indiscriminate external investment leading to loss and waste of funds.
2. Unplanned construction or investment beyond the budget, leading to long-term idle or wasteful projects.
3. Unauthorized external guarantees, loans from financial institutions, and lending of funds to external parties.
4. Unfair economic contracts, non-standard commercial transactions, or undervalued sale of the Company’s assets.
5. Willful omission to perform or improper performance of responsibilities, causing the destruction or loss of assets, or intentional free lending or donation of the Company’s assets in violation of regulations.
6. Other intentional acts of disclosing the Company’s trade secrets, leading to financial and asset losses to the Company.
II. Clarification of anti-fraud responsibilities:
People at all levels in the Company are responsible for preventing, controlling, and supervising fraudulent acts. The primary leaders at all levels are the primary persons responsible for anti-fraud issues, and they shall strictly perform their responsibilities to establish an effective accountability system of anti-fraud.
III. Creation of an anti-fraud control environment:
(I) Creating an honest culture environment of corporate, and implementing and enforcing the Code of Professional Ethics for Employees to enhance employees’ awareness of adhering to professional ethics and effectively prevent the occurrence of fraudulent acts.
(II) Establishing a whistleblowing mechanism and control procedures:
1. The risk management head office acts as the Company’s acceptance center for whistleblowing and complaints for anti-fraud, which is responsible for the acceptance of whistleblowing and complaints regarding fraudulent acts, recording, reporting, investigating, and follow-up of reported violations of discipline and regulations. Developing administrative measures for the acceptance, investigation, and handling of whistleblowing and complaints, establishingwhistleblowing and complaint channels, and specifying whistleblowing methods such as whistleblowing hotline, email, letter, etc.
2. Establishing a confidentiality system for whistleblowing information and records to ensure the independence of personnel receiving and managing such information. Strengthening security management measures for whistleblowing mailbox, hotline, and email. Any individuals found to have violated regulations by leaking information about the whistleblower or retaliating against the whistleblower shall be dismissed or have their labor contracts terminated. If a legal offense has occurred, itshall be transferred to judicial organs for handling according to law.
3. The risk management head office shall provide regular written reports to the Audit Committee, including classification, analysis, and subsequent handling results of the whistleblowing cases accepted during the period. Whistleblowing incidents of serious nature or significant impact and their investigation and handling results shall be reported promptly.
IV. Establishment of channels for communicating anti-fraud information
(I) Anti-fraud policies and reporting procedures shall be disseminated in a timely manner through staff handbooks, company regulations, intranet, etc. Regular training and communication on the Code of Professional Ethics shall be conducted to ensure that employees understand all relevant content of the Company’s anti-fraud policies. Employees in key positions shall be organized to visit prisons to understand the consequences of fraudulent acts and the Company’s serious attitude towards preventing them and be clear about their roles and responsibilities in complying with the Company’s anti-fraud policies.
(II) The Company shall build business relationships with users, suppliers, and other related entities on honesty and fairness, and communicate to them relevant information and requirements regarding the Company’s ethical standards and codes of conduct.
(III) Sufficient capabilities shall be in place to collect information on identified fraud risks, anti-fraud control activities, existing fraudulent behavior, and remediation measures, and sharing relevant information shall be enabled.
(IV) Timely analysis shall be conducted on whether major fraud incidents are common, and preventive and control measures shall be promptly proposed. The results of handling major fraud incidents shall be communicated to all employees to make them aware of the harmful nature of violations which serve as a deterrent warning.
V. Establishment of a mechanism for anti-fraud supervision:
(I) The board of directors and the Audit Committee shall supervise the Company’s fraud risk assessment and anti-fraud measures.
1. Holding regular or irregular meetings to discuss the effectiveness of fraud risk assessment and anti-fraud measures.
2. Supervising compliance of the accounting standards, policies, and estimates used by the Company with national accounting regulations.
3. Supervising the Company’s significant non-routine transactions, the Company’s assessment of fraud risks, the possibility of management overriding control procedures, and behaviors that inappropriately influence the financial reporting process.
4. Supervising compliance with the Company’s Code of Professional Ethics and the implementation of the whistleblowing mechanism; supervising the internal audit department’s review results of the Company’s internal controls and the implementation of audit plans for fraud risks.
5. Regularly meeting with independent auditors to discuss the potential existence of fraud risks within the Company.
(II) Management is responsible for establishing and maintaining an effective internal control system to prevent fraud.
1. Management shall develop necessary response and handling procedures and measures for the expected impact of potential fraud incidents that may occur in day-to-day operations.
2. When a fraud incident occurs, management shall handle it objectively and impartially, analyze its impact, and promptly take necessary remediation measures to prevent or address similar fraud incidents.
3. If fraud incidents involve key management personnelor require the implementation of extensive additional investigation procedures, an independent legal adviser may be engaged to conduct fraud investigations under the guidance of the Audit Committee.
(III) The internal audit department shall regularly organize assessments of fraud risks.
When formulating audit work plans, the internal audit department shall fully consider fraud risks and incorporate fraud investigations into audit plans. Internal auditors shall maintain professional care during routine audits, pay attention to the assessment and analysis of fraud risks, and promptly identify signs of fraud.
(IV) The Company shall take necessary investigation procedures and correction actions for fraud incidents that have occurred.
1. Inspectors shall implement necessary inspection procedures to determine whether a fraudulent act indicated by signs of fraud has occurred.
2. After completing the necessary investigation procedures for a fraud incident, the severity of the incident shall be considered based on the nature and amount of the fraudulent act, and a corresponding investigation report shall be issued.
3. Internal control deficiencies shall be thoroughly analyzed and studied; they shall be classified based on their importance and impact, and responsibility shall be assigned to relevant departments; effective correction actions shall be taken to avoid or minimize losses; the effectiveness of the corrective actions shall be tracked.
4. If existing control measures cannot control identified fraud risks, appropriate remedial actions for internal control shall be taken in a timely manner.
VI. Implementation of accountability system:
The Company shall hold accountable individuals responsible for fraud incidents.
(I) Accountability for fraud includes leadership responsibility and direct responsibility
1. Leadership responsibility is the responsibility borne by managers with corresponding leadership authority for distorted accounting information and concealed losses caused by fraud incidents due to negligence or oversight within the scope of work under their supervision or in their charge.
2. Direct responsibility is the responsibility borne by the Company’s managers and their related personnel for distorted accounting information and concealed losses caused by their directly manipulating or involving in relevant decision-making, or authorizing, instructing, ordering, condoning, or covering up others in fraud, and failure to perform or properly perform duties within their scope of responsibilities
(II) The Company shall handle and hold accountable individuals responsible for fraudulent acts in accordance with relevant national laws and regulations and the Company’s disciplinary provisions. This may include but is not limited to administrative penalties, disciplinary actions such as removal, dismissal, or termination of labor contracts, and referral to judicial organs if laws are violated.
VII. The risk management head office is responsible for interpreting the Provisions.
VIII. The Provisions shall come into effect from the date of issuance.
Livzon Pharmaceutical Group Inc.