Beijing Creative Distribution Automation Co.Ltd(002350) International Human Resources Co., Ltd
Rules of procedure of the audit committee
(February 2022)
general provisions
Article 1 in order to standardize the decision-making mechanism of the board of directors of Beijing Creative Distribution Automation Co.Ltd(002350) International Human Resources Co., Ltd. (hereinafter referred to as “the company”) and improve the corporate governance structure, In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the Listing Rules of gem shares of Shenzhen Stock Exchange (revised in December 2020), the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of listed companies on GEM and other laws, regulations and rules In accordance with the relevant provisions of the normative documents and the articles of association of Beijing Creative Distribution Automation Co.Ltd(002350) International Human Resources Co., Ltd. (hereinafter referred to as the “articles of association”), the board of directors establishes the audit committee of the board of directors (hereinafter referred to as the “committee”) and formulates these rules.
Article 2 this committee is a committee under the board of directors and is responsible to the board of directors. Mainly responsible for the supervision and evaluation of the company’s internal control, financial information and internal audit.
Chapter II personnel composition
Article 3 the committee shall be composed of at least three directors, of which independent directors shall account for the majority, and at least one independent director shall be an accounting professional.
Article 4 the committee shall have a chairman, who shall be elected from among the members, and the accounting professional among the independent directors shall act as the convener and be responsible for presiding over the work of the Committee.
Article 5 the members of the audit committee shall be nominated by the chairman, more than half of the independent directors or more than one-third (including one-third) of all directors and elected by the board of directors.
Article 6 The term of office of the committee is the same as that of the board of directors. Members can be re elected upon expiration of their term of office. If a member no longer holds the post of director or independent director of the company during the period, in order to make the composition of the committee meet the requirements of these rules, the board of directors shall timely make up the number of members in accordance with Articles 3 to 5 of these rules, and the term of office of the supplementary member shall be up to the end of the term of office of the member as a director or independent director.
Article 7 the Secretary of the board of directors is responsible for the daily work liaison and meeting organization of the Committee.
Chapter III responsibilities
Article 8 the main responsibilities of the committee are:
(I) propose to hire or replace the external audit institution;
(II) supervise the company’s internal audit system and its implementation;
(III) be responsible for the communication between internal audit and external audit;
(IV) review the company’s financial information and its disclosure;
(V) review the company’s internal control system and audit major connected transactions;
(VI) other matters authorized by the board of directors of the company.
Article 9 the committee shall supervise the internal audit department to inspect the following matters at least once every six months, issue inspection reports and submit them to the Committee. If a listed company is found to be in violation of laws and regulations and non-standard operation, it shall timely report to the stock exchange and urge the listed company to disclose:
(I) the implementation of high-risk investments such as the use of raised funds, provision of guarantees, related party transactions, securities investment and derivatives transactions, provision of financial assistance, purchase or sale of assets, foreign investment and other major events; (II) the company’s large amount of capital transactions and capital transactions with directors, supervisors, senior managers, controlling shareholders, actual controllers and their affiliates.
The committee shall issue a written evaluation opinion on the effectiveness of the company’s internal control according to the internal audit report and relevant materials submitted by the internal audit department, and report to the board of directors.
Chapter IV Rules of procedure
Article 10 the meetings of the audit committee are divided into regular meetings and interim meetings. The audit committee must hold at least four regular meetings a year. The audit committee may hold interim meetings as needed. When two or more members of the audit committee propose, or when the convener of the Audit Committee deems it necessary, an interim meeting may be held.
Article 11 the committee shall notify all members three 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. If an emergency meeting needs to be held for special reasons, it may not be subject to the above-mentioned notice period. The meeting notice can be sent in written forms such as personal service, fax, registered mail or e-mail. If the time is urgent, it can be notified by telephone, and a written notice can be sent later.
Article 12 the meeting of the committee shall be held only when more than two-thirds of the members are present. Members of the committee shall attend the meeting in person. If a member is unable to attend the meeting for some reason, he may entrust other members in writing to attend and vote on his behalf.
Article 13 the meeting of the committee can be held in the form of on-site meeting, teleconference, video conference and written signature.
Article 14 the meeting of the committee may adopt a show of hands or voting. Each member has one vote; Resolutions made at the meeting must be adopted by more than half of all members. If there are objections, the opinions of the members who voted against shall be filed.
Article 15 if the matters adopted at the meeting of the Committee fall within the scope of responsibilities of the board of directors, they shall be submitted to the board of directors in writing for deliberation.
Article 16 when necessary, the committee may invite directors, supervisors, senior managers and personnel involved in relevant deliberation matters of the company to attend the meeting as nonvoting delegates.
Article 17 if necessary, the committee may invite external experts to attend the committee meetings, and the expenses shall be borne by the company. The external experts employed by the committee are mainly responsible for providing advice and professional suggestions on the professional issues involved in the matters discussed at the meeting of the Committee.
The experts invited by the committee to attend the meeting as nonvoting delegates have the right to make suggestions without voting rights.
Article 18 the meeting of the committee shall be recorded, and the members attending the meeting shall sign on the meeting minutes; The minutes of the meeting shall be kept by the Secretary of the board of directors for ten years.
Article 19 members and other participants 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 V supplementary provisions
Article 20 Unless otherwise specified, the terms used in these rules have the same meaning as those in the articles of association.
Article 21 in case of any matters not covered in these rules or any conflict between these rules and the provisions of relevant laws, regulations, rules, normative documents and the articles of association, the provisions of relevant laws, regulations, rules, normative documents and the articles of association shall prevail.
Article 22 the board of directors of the company shall be responsible for the interpretation and revision of these rules. The revision of this system shall take effect after the board of directors adopts the revision system.
Beijing Creative Distribution Automation Co.Ltd(002350) International Human Resources Co., Ltd. February 2002
