Shanghai Gentco Logistics Co., Ltd.
Compliance Policy

Shanghai Gentco Logistics Co., Ltd ("Gentco Logistics") advocates the value of compliance and has established its compliance management system according to the Inner Mongolia Junzheng Energy and Chemical Group Co., Ltd Compliance Policy to ensure that the Company's personnel at all levels and business partners will always comply with the Chinese and other applicable international laws and regulations, as well as the compliance standards of domestic and foreign regulatory authorities.

Purpose

The purpose of this Policy is to set out the requirements for the establishment of the entire compliance management system of Gentco Logistics and its subsidiaries and branches (hereinafter collectively referred to as the "Company") in terms of scope of application, compliance content, basic compliance requirements, compliance management structure, compliance review, training, etc.

Scope of Application

This Policy applies to all directors and employees of the Company as well as expatriates, third-party stationed personnel, interns, etc. The Company shall ensure that all of the Company's agents, distributors and other contractual counterparties either agree to comply with this Policy or have their own compliance policy which is at least as extensive as this Policy.
In addition to this Policy, expatriates must also abide by the compliance management regulations of the company to which they are assigned; third-party stationed personnel must abide by this Policy and the compliance management regulations of the original company.
The Policy applies to the Company's subsidiaries, the other joint-stock companies and holding companies in which it has an interest, as well as all of their employees.

Compliance Content

Gentco Logistics must establish its own compliance management system which meets the requirements of this Policy and is proportionate to the particular risks which are faced by the individual Gentco Logistics group company or division, in order to ensure their compliance with the relevant export control, economic sanctions, anti-corruption, anti-money laundering, unfair competition, and trade secret protection provisions according to the actual situation of the goods/services areas and geographical scope of each business forum. Gentco Logistics shall ensure that its subsidiaries and divisions comply with the systems, processes, guidelines, rules, etc. of the compliance management system.

1．Export control
The Company and its divisions shall comply in full with the export control, trade control and related goods embargo sanctions of China, the United Nations and relevant countries, and ensure that the import and export of products and their transportation are in compliance with the export control, trade control and goods embargo provisions.

2．Economic sanctions
In addition to strictly complying with Chinese regulations on sanctions, the Company and its divisions shall also comply with the sanctions regulations of the United Nations, the United States and the European Union, to the extent applicable, including but not limited to the sanctions decrees and executive orders issued against Iran, North Korea, Russia, Cuba, etc.

3．Anti-corruption
The Company prohibits any bribery, acceptance of bribes or other corrupt practices by employees, and no employee shall in anyway directly or indirectly offer, convey to or receive improper benefits (including but not limited to money or any other goods or services of value, etc.) from any business partners.
All employees are required to comply with relevant laws and regulations, overseas parts of which including but not limited to the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, the United Nations Convention Against Corruption, the World Bank Group Integrity Compliance Guidelines, the APEC Principles on the Prevention of Bribery and Enforcement of Anti-Bribery Laws, the US Foreign Corrupt Practices Act, the UK Bribery Act, etc.

4．Anti-money-laundering
The Company and its divisions must ensure that it does not facilitate any money laundering activities. All employees are required to comply with legal and financial regulations on cash and payments, the overseas parts of which including but not limited to, the United Nations Convention against Corruption, the United Nations Model Legislation on Money Laundering, anti-drug, anti-terrorism, and combating transnational organized crime, and anti-money laundering laws developed by countries around the world in line with the 40+9 recommendations of Financial Action Task Force (“ FATF” ).

5．Fair competition and anti-monopoly
The business activities of the Company and its divisions shall comply with the principle of fair competition and the relevant provisions on anti-unfair competition and anti-monopoly.

6．Protection of trade secrets
The Company and its divisions shall perform its duty of confidentiality to the trade secrets obtained in its business activities according to laws. Trade secrets are technical information and business information which are not known to the public, which can bring economic benefits to the right holder, which are of practical use and which are subject to confidentiality measures taken by the right holder, including but not limited to design information, procedures, product recipes, production processes, production methods, management know-how, customer lists, information of source of goods, production and marketing strategies, etc.
The company improves the protection of business secrets by controlling fax machines, printers, computers, networks, and talents.

Basic requirements for compliance

The Company shall set the corresponding compliance requirements based on the level, authority and nature of the parties involved in compliance management.

1． Compliance requirements for management personnel
Management personnel of the Company should make examples, fully perform their oversight and management functions and be accountable for their own and their subordinates' behaviour. According to the recommendations and requirements of the compliance management system, they shall arrange learning, training, and self-inspection matters of its divisions and subordinates.

2．Compliance requirements for employees
Every employee's behavior may affect the Company's reputation externally, and affect the Company's internal management and culture building internally. Therefore, every employee of the Company should comply with laws and regulations, regulatory provisions and the Company's management policies, participate in the learning, training, and self-inspection activities organized by the Company, and also comply with professional ethics. It is a condition of each employee's employment contract that they comply in full with this Policy and any compliance requirements which are adopted by the relevant Gentco Logistics group company or division.

3．Compliance requirements for business partners
The Company's business partners (including but not limited to suppliers, customers, cooperative partners, etc.) shall endorse the Company's compliance culture, comply with relevant laws and regulations, sanction policies, prohibit corruption, be responsible for the health and safety of their employees, ensure the quality of products and services, and comply with legal standards related to environmental protection.

Compliance management framework

The general manager of Gentco Logistics led the establishment of the Risk Management and Compliance Committee and issued a management letter of commitments to guide compliance construction.
Gentco Logistics establishes an independent compliance management department and appoints a chief compliance officer, usually served by an executive senior management who is responsible for compliance management, to lead the construction and management of the Company’s compliance, giving the compliance department independent regulatory responsibility and authority to effectively monitor compliance risks.
The chief compliance officer reports directly to the general manager of Gentco Logistics.

Compliance review and improvement

Gentco Logistics formulates comprehensive and objective compliance review and improvement rules to ensure the identification of weaknesses or defects in its compliance programme, rectify within a time limit, close defects and report, and accordingly improve its compliance programme in terms of processes, systems and technologies.

1．Regular review
The Company and its divisions shall carry out a regular review as required, which is conducted by a senior employee and which involves the establishment of inspection items at all levels of compliance control points, and regular inspections to form periodic inspection reports.

2．Random spot checks
According to the inspection report and the actual situation in the business, the compliance management department will carry out irregular spot checks to ensure the effective implementation of the Company’s compliance governance requirements and compliance control points.

3．If any defects are found in the inspection, the compliance management department will require the person in charge of the specific unit and the person in charge of the corresponding process to make rectification within a time limit, close the defects, and submit a defect rectification and closure report.

4．Carry out regular independent compliance audits within the Company as required, and verify the audit results. Through complete audits to identify deeper frontline issues that are difficult to identify through single or multiple control point-based inspections/spot checks, and promote the dynamic adjustment of the overall compliance system to better meet the needs of company management.

Training

The Company will form the training curriculum and the training participants in two dimensions: namely the job dimension based on the business unit and the scene dimension of each process responsible person corresponding to the compliance control point.
The Company determines the content and frequency of training (at least once a year) in accordance with the training plan and risk assessment, and provides training to the relevant personnel. Appropriate external providers are engaged to deliver training when necessary.
All employees and interested parties (including but not limited to business partners), shall all have the opportunity to participate in compliance training programs to meet compliance requirements.

Compliance inquiry and report

The Company has set up inquiry/report hotline and mailbox to receive inquiries/reports of violations of the Company's compliance guidelines. Informers are able to report any concerns without fear of reprisal.
The Risk Management and Compliance Committee shall promptly investigate and process each report and file the final results of the investigation. The Company strictly keeps reports received confidential and protects informers from retaliation. The following ways of inquiry/reporting are available.
Telephone: 86-21-80415000-5155
E-mail: lgcompliance@junzhenggroup.com