Securities code: 000797 securities abbreviation: China Wuyi Co.Ltd(000797) Announcement No.: 2022-034 bond Code: 112301 bond abbreviation: 15 Zhongwu bond
Bond Code: 149777 bond abbreviation: 22 Zhongwu 01
Implementation rules of the audit committee of the board of directors
(the system was revised by the resolution of the company's first extraordinary general meeting of shareholders in 2022 on February 17, 2022)
Preface original clause revised clause
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2.0 definitions
The audit committee of the board of directors is a special working organization established by the board of directors in accordance with the resolutions of the general meeting of shareholders. It is mainly responsible for the public organization and the communication, supervision and verification of internal and external audits within and outside the company. The internal audit department of the audit department shall be responsible for the communication, supervision and verification of the audit department and report to the audit committee. The committee reports on its work.
3.1 the members of the audit committee are three to five. 3.1 the members of the audit committee are composed of three to five directors, with the majority of independent directors and the majority of independent directors. At least one of the two members is an independent director, who is a professional accountant, and the audit committee is a professional accountant. The auditor shall have professional knowledge and business experience in performing the duties of the audit committee.
3.3 the audit committee shall have a chairman (one chairman (convener) of the audit committee), who shall be an independent director, who shall preside over the work of the Committee; Can work; The chairman shall be elected from among the members, and shall be reported to the chairman for election from among the members and to the board of directors for approval. The chairman of the audit committee shall be approved by the board of directors. Should be an accounting professional.
4.0 responsibility and authority 4.0 responsibility and authority
4.1 main responsibilities and authorities of the audit committee 4.1 main responsibilities and authorities of the Audit Committee:
4. Limitation: 4.1.1 supervise and evaluate the external audit work, and propose to hire or replace the external auditor or replace the external auditor;
Accounting institutions; 4.1.2 guide and supervise the establishment of internal audit system 4.1.2 supervise the internal audit system and implementation of the company;
Degree and its implementation; 4.1.3 supervise and evaluate internal audit work, and be responsible for the communication between internal audit and external audit department audit and external audit;
Communication between designers; 4.1.4 review the company's financial information and its disclosure. 4.1.4 review the financial information of the company, read the financial and accounting reports of listed companies, and disclose the financial and accounting information; 4.1.5 review the company's internal control system, and audit the major related party transactions that focus on the company's financial and accounting reports; Accounting and audit issues, with special attention to whether there are fraud, fraud and material errors related to other accounting reports authorized by the board of directors of the company in section 4.1.6 finance. The possibility of reporting and supervising the rectification of problems in financial and accounting reports.
4.1.5 supervise and evaluate the company's internal control;
4.1.6 review the company's annual internal audit plan; 4.1.7 supervise and urge the implementation of the company's internal audit plan; 4.1.8 guide the effective operation of the internal audit department. The internal audit department of the company must report to the audit committee, and all kinds of audit reports, rectification plans and rectification conditions of audit problems submitted by the internal audit department to the management must be submitted to the audit committee at the same time;
4.1.9 report the progress and quality of internal audit and major problems found to the board of directors;
4.1.10 the audit committee shall review the "key audit matters" and other important matters involved in the audit report; If it is considered that the above matters have a significant impact on the listed company and it is necessary to make supplementary explanations, they can be explained in "section V important matters" in the main body of the annual report of the listed company;
4.1.11 supervise the internal audit department to inspect the following matters at least once every half a year, issue inspection reports and submit them to the Audit Committee: (1) the company's use of raised funds, provision of guarantees, related party transactions, securities investment and derivatives transactions and other high-risk investments The implementation of major events such as providing financial assistance, purchasing or selling assets and foreign investment; (2) Large capital transactions of the company and capital transactions with directors, supervisors, senior managers, controlling shareholders, actual controllers and their affiliates
Situation;
4.1.12 other matters authorized by the board of directors of the company.
6.1 the audit committee meeting is divided into regular meeting, interim meeting and interim meeting. The regular meeting shall be held at least four times a year, five times a quarter, one time a quarter and one temporary meeting. When considering the work plan submitted by the internal audit department, the meeting shall be proposed and reported by the members of the Audit Committee; The interim meeting shall be convened by the members of the audit committee. The meeting was convened.
1.0 purpose
In order to strengthen the decision-making function of the board of directors of China Wuyi Co.Ltd(000797) (hereinafter referred to as "the company"), achieve prior audit and professional audit, ensure the effective supervision of the board of directors over the management, and improve the corporate governance structure, the company hereby establishes the audit committee of the board of directors in accordance with the company law of the people's Republic of China, the governance standards of listed companies, the articles of association and other relevant provisions, And formulate these implementation rules. 2.0 definitions
The audit committee of the board of directors is a special working organization established by the board of directors in accordance with the resolution of the general meeting of shareholders, which is mainly responsible for the communication, supervision and verification of the company's internal and external audit. The internal audit department is responsible to the audit committee and reports to the audit committee. 3.0 personnel composition
3.1 the members of the audit committee are composed of three to five directors, with the majority of independent directors. At least one independent director among the members is a professional accountant. The members of the audit committee shall have professional knowledge and business experience in performing the duties of the audit committee.
3.2 the members of the audit committee shall be nominated by the chairman of the board, more than half of the independent directors or one-third of all the directors, and elected by the board of directors.
3.3 the audit committee shall have a chairman (convener), who shall be an independent director and be responsible for presiding over the work of the Committee; The chairman shall be elected from among the members and reported to the board of directors for approval. The chairman of the audit committee shall be an accounting professional.
3.4 the term of office of the audit committee is the same as that of the board of directors. Upon expiration of the term of office, the members can be re elected. During this period, if a member no longer holds the position of director of the company, he will automatically lose the qualification of member, and the committee will make up the number of members according to the provisions of 3.1 to 3.3 above.
3.5 the audit working group under the audit committee is the daily working body, which is responsible for daily work liaison and meeting organization. 4.0 responsibilities and authorities
4.1 main responsibilities and authorities of the Audit Committee:
4.1.1 supervise and evaluate the external audit work, and propose to hire or replace the external audit institution;
4.1.2 guide and supervise the establishment and implementation of internal audit system;
4.1.3 supervise and evaluate internal audit, and be responsible for the communication between internal audit and external audit;
4.1.4 review the company's financial information and its disclosure. Review the financial and accounting reports of listed companies, put forward opinions on the authenticity, accuracy and integrity of the financial and accounting reports, focus on the major accounting and audit problems of the company's financial and accounting reports, pay special attention to the possibility of fraud, fraud and major misstatement related to the financial and accounting reports, and supervise the rectification of the problems of the financial and accounting reports.
4.1.5 supervise and evaluate the company's internal control;
4.1.6 review the company's annual internal audit plan;
4.1.7 supervise and urge the implementation of the company's internal audit plan;
4.1.8 guide the effective operation of the internal audit department. The internal audit department of the company must report to the audit committee, and all kinds of audit reports, rectification plans and rectification conditions of audit problems submitted by the internal audit department to the management must be submitted to the audit committee at the same time; 4.1.9 report the progress and quality of internal audit and major problems found to the board of directors;
4.1.10 the audit committee shall review the "key audit matters" and other important matters involved in the audit report; If it is considered that the above matters have a significant impact on the listed company and it is necessary to make supplementary explanations, they can be explained in "section V important matters" in the main body of the annual report of the listed company;
4.1.11 supervise the internal audit department to inspect the following matters at least once every six months, issue inspection reports and submit them to the Audit Committee: (1) 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; (2) The company's large amount of capital transactions and capital transactions with directors, supervisors, senior managers, controlling shareholders, actual controllers and their affiliates;
4.1.12 other matters authorized by the board of directors of the company.
4.2 the audit committee shall be responsible to the board of directors, and the proposal of the committee shall be submitted to the board of directors for deliberation and decision. The audit committee shall cooperate with the board of supervisors in the audit activities.
5.0 decision making procedure
5.1 the audit working group is responsible for the preliminary preparation of the audit committee's decision-making and providing the written materials of relevant parties of the company:
5.1.1 relevant financial reports of the company;
5.1.2 work reports of internal and external audit institutions;
5.1.3 external audit contract and related work report;
5.1.4 information disclosure of the company;
5.1.5 audit report on major related party transactions of the company;
5.1.6 other relevant matters.
5.2 at the meeting of the audit committee, review the report provided by the audit working group, and submit relevant written resolution materials to the board of directors for discussion:
5.2.1 work evaluation of external audit institutions, employment and replacement of external audit institutions; 5.2.2 whether the company's internal audit system has been effectively implemented and whether the company's financial report is comprehensive and true;
5.2.3 whether the financial reports and other information disclosed by the company are objective and true, and whether the company's major connected transactions comply with relevant laws and regulations;
5.2.4 work evaluation of the company's financial management department and audit department, including their principals; 5.2.5 other relevant matters.
6.0 rules of procedure
6.1 the audit committee meeting is divided into regular meeting and interim meeting. The regular meeting shall be held at least four times a year and once a quarter to review the work plan and report submitted by the internal audit department; The interim meeting shall be proposed by the members of the audit committee.
6.2 the audit committee meeting can be held only when more than two-thirds of the members are present; Each member has one vote; Resolutions made at the meeting must be adopted by more than half of all members. The voting method of the audit committee meeting is a show of hands or voting; An interim meeting may be held by means of communication voting.
6.3 members of the audit working group may attend the meeting of the audit committee as nonvoting delegates. If necessary, directors, supervisors and other senior managers of the company may also be invited to attend the meeting as nonvoting delegates.
6.4 if necessary, the audit committee may employ an intermediary to provide professional advice for its decision-making, and the cost shall be reduced
