Henan Qingshuiyuan Technology Co.Ltd(300437)
Working rules of the audit committee of the board of directors
Chapter I General Provisions
Article 1 in order to strengthen the decision-making function of the board of directors, achieve prior audit and professional audit, ensure the effective supervision of the board of directors over the management, and improve the corporate governance structure, in accordance with the company law of the people’s Republic of China, the standards for the governance of listed companies, and the guidelines for self-discipline supervision of Listed Companies in Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM According to the Henan Qingshuiyuan Technology Co.Ltd(300437) articles of association and other relevant provisions, the company establishes the audit committee of the board of directors (hereinafter referred to as the “Audit Committee”) and formulates these detailed rules.
Article 2 the audit committee 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 communication and coordination of the company’s internal and external audit, the organization of internal audit, and the supervision of the implementation of audit resolutions. It is responsible to the board of directors.
Chapter II personnel composition
Article 3 the members of the audit committee are composed of three directors, with the majority of independent directors, of which at least one independent director is an accounting professional.
Article 4 the members of the audit committee shall be nominated by the chairman of the board of directors, more than half of the independent directors or one-third of all the directors, and shall be elected by the board of directors.
Article 5 the audit committee shall have a chairman, who shall be an independent director and be responsible for presiding over the work of the Audit Committee; The chairman is directly elected by the board of directors from among the members of the Committee.
The chairman of the audit committee shall be responsible for convening and presiding over the meetings of the audit committee. When the chairman of the audit committee is unable or unable to perform his duties, he shall appoint another member to perform his duties on his behalf; When the chairman of the audit committee neither performs his duties nor designates other members to perform his duties, any member can report the relevant situation to the board of directors of the company, and the board of directors of the company designates a member to perform the duties of the chairman of the audit committee.
Article 6 The term of office of the members of the audit committee is the same as that of the directors. Upon expiration of their term of office, members may be re elected. If any member ceases to hold the position of director of the company during the period, he will automatically lose the qualification of member, and the board of directors will make up the number of members according to the provisions of Articles 3 to 5 above.
Article 7 the daily work organization of the audit committee is located in the Audit Office of the company. The audit office is responsible for the implementation of the resolution, and the office of the board of directors is responsible for the coordination of daily work liaison and meeting organization.
Chapter III responsibilities and authorities
Article 8 the main responsibilities and authorities of the audit committee are:
(I) supervise and evaluate the work of external audit institutions;
(II) supervise and evaluate the internal audit work;
(III) review the company’s financial report and express opinions on it;
(IV) supervise and evaluate the company’s internal control;
(V) coordinate the communication between the management, internal audit department and relevant departments and external audit institutions;
(VI) other matters authorized by the board of directors of the company and other matters involved in laws, regulations and relevant provisions of the exchange.
The audit committee shall report to the board of directors on the measures or improvements it deems necessary and put forward suggestions.
Article 9 the proposal of the audit committee shall be submitted to the board of directors for deliberation and decision.
Article 10 the board of directors of the company shall fully respect the recommendations of the Audit Committee on hiring or replacing external audit institutions. Without sufficient reasons or reliable evidence, the board of directors shall not shelve or vote on the recommendations of the audit committee.
When the company hires or replaces an external audit institution, the board of directors can consider relevant proposals only after the audit committee forms deliberation opinions and puts forward suggestions to the board of directors.
The audit committee shall propose to the board of directors to hire or replace the external audit institution and review the audit fees and employment contracts of the external audit institution, which shall not be unduly influenced by the company’s major shareholders, actual controllers or directors, supervisors and senior managers.
Article 11 the audit committee has the right to conduct internal audit on the company’s financial activities and revenue and expenditure of the previous year and the current year. All relevant departments of the company shall actively cooperate and provide the audit committee with the required materials in time. Article 12 members of the audit committee shall have the right to consult the following relevant materials:
(I) regular and interim reports of the company;
(II) the company’s audit reports, financial statements, account books, vouchers and other financial and accounting materials;
(III) various management systems of the company;
(IV) resolutions and minutes of the general meeting of shareholders, the board of directors, the board of supervisors and the president’s office meeting of the company; (V) various major contracts and agreements signed by the company;
(VI) other relevant information deemed necessary by the Audit Committee;
Article 13 the members of the audit committee may raise questions or inquiries to the directors and senior managers of the company on a certain issue, and the directors and senior managers shall answer or explain in time.
Article 14 during the implementation of the resolution of the audit committee, the chairman of the audit committee or other members designated by him shall conduct follow-up inspection on the implementation of the resolution. If any matter in violation of the resolution is found in the inspection, he may require and urge relevant personnel to correct it. If the relevant personnel do not adopt their opinions, The chairman of the audit committee or its designated members shall report the relevant situation to the board of directors of the company, which shall be responsible for handling it.
Chapter IV decision making procedures
Article 15 the audit office is responsible for the preliminary preparations for the audit committee’s decision-making, and provides the company with the following written materials for its decision-making:
(I) relevant financial reports of the company;
(II) work reports of internal and external audit institutions;
(III) external audit contract and related work report;
(IV) financial information disclosed by the company;
(V) audit report on major related party transactions of the company;
(VI) relevant materials of the company’s internal control system;
(VII) other relevant matters.
Article 16 at the meeting of the audit committee, the above reports shall be reviewed and the following relevant written resolutions shall be submitted to the board of directors for discussion:
(I) work evaluation of external audit institutions, employment and replacement of external audit institutions;
(II) whether the company’s internal audit system has been effectively implemented and whether the company’s financial report is comprehensive and true; (III) 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;
(IV) work evaluation of the company’s internal financial department and audit department, including their principals;
(V) other relevant matters.
Chapter V rules of procedure
Article 17 the meeting of the audit committee is divided into regular meeting and interim meeting. The regular meeting is held twice a year and once every half a year. The interim meeting is proposed by the members of the audit committee.
Article 18 the audit committee shall be convened by the chairman of the Committee. The regular meeting shall be notified to all members seven days before the meeting, and the interim meeting shall be notified to all members two days before the meeting. However, under special emergencies, it may not be subject to the above notification time limit. A meeting of the committee must be convened upon the proposal of more than half of the members. The meeting shall be presided over by the chairman. If the chairman is unable to attend, he may entrust another independent director to preside over the meeting.
Article 19 the meeting of the audit committee shall 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.
Article 20 members of the audit committee may attend the meeting in person or entrust other members to attend the meeting and exercise voting rights on their behalf. If other members are entrusted to attend the meeting and exercise voting rights on their behalf, a power of attorney shall be submitted to the chairman of the meeting. The power of attorney shall indicate the authority and matters entrusted, and shall be signed by both the principal and the entrusted. The power of attorney shall be submitted to the chairman of the meeting no later than before the voting of the meeting.
Article 21 If a member of the audit committee neither attends the meeting in person nor entrusts other members to attend the meeting on his behalf, he shall be deemed to have waived his voting right at the meeting.
If a member of the audit committee neither attends the meeting nor entrusts other members to attend the meeting for two consecutive times, it shall be deemed that he cannot properly perform his functions and powers, and the board of directors of the company may remove him from his post.
Article 22 members present at the meeting shall deliberate on the proposals and fully express their personal opinions in a serious and responsible manner.
Article 23 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.
Members’ voting intentions are divided into affirmative, negative and abstention. The members attending the meeting shall choose one of the above intentions. If they fail to choose or choose more than two intentions at the same time, the chairman of the meeting shall ask the relevant members to choose again. If they refuse to choose, they shall be deemed to have abstained; If he leaves the venue halfway and does not return without making a choice, he shall be deemed to have abstained; If no vote is taken before the end of the voting time limit set by the meeting, it shall be deemed as abstention.
Article 24 after the voting of the members participating in the meeting is completed, the relevant staff of the audit office shall timely collect the voting results of the members and make statistics. If a meeting is held on site, the chairman of the meeting shall announce the statistical results on the spot; In case of off-site voting, the relevant staff of the audit office shall count the voting results and report them to the chairman of the meeting no later than the next day after the expiration of the limited voting time limit, and notify all members of the voting results in writing.
Article 25 the proposals and voting results adopted at the meeting of the audit committee shall be reported to the board of directors of the company in writing.
Article 26 the person in charge of the audit office may be required to attend the meeting of the audit committee, and the directors, supervisors and other senior managers of the company may be invited to attend the meeting as nonvoting delegates when necessary.
Article 27 if necessary, the audit committee may employ an intermediary institution to provide professional advice for its decision-making, and the expenses shall be borne by the company.
Article 28 If a member of the audit committee or his close relatives or other enterprises controlled by the audit committee and its close relatives have a direct or indirect interest in the topics discussed at the meeting, the member shall disclose the nature and extent of the interest to the audit committee as soon as possible, More than half of all members of the Audit Committee (excluding interested members) shall decide whether to withdraw.
If there is an interest but it is not disclosed to the audit committee and verified, the voting of the changed member is invalid. If the voting result is affected due to its invalid voting, the subject involved shall be voted again. If the new voting result is different from the original result, the original resolution shall be revoked. If the original resolution has been implemented, the new voting result shall be implemented.
If the interests are not disclosed for two times, the member will automatically lose the qualification of the audit committee, and the board of directors will make up the number of members in accordance with the articles of association and the system.
If the audit committee fails to meet the minimum number of people attending the meeting after the withdrawal of interested members, all members (including interested members) shall make a resolution on the procedural issues of such proposals, and the contents of such proposals shall be deliberated by the board of directors of the company.
Article 29 the minutes or resolutions of the audit committee shall indicate the withdrawal of interested members from voting.
Article 30 the convening procedures, voting methods and proposals adopted at the meeting of the audit committee must comply with the provisions of relevant laws, regulations, the articles of association and the system.
Article 31 the meeting of the audit committee shall have minutes, which shall be signed by the members present at the meeting, and the members present at the meeting shall have the right to require an explanatory record of their speeches at the meeting; The minutes of the meeting shall be kept by the Secretary of the board of directors for 10 years.
Article 32 the proposals and voting results adopted at the meeting of the audit committee shall be recorded in written form and submitted to the board of directors of the company after being signed by the members participating in the meeting.
Article 33 all members present 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 VI supplementary provisions
Article 34 these working rules shall come into force as of the date of deliberation and adoption by the board of directors.
Article 35 matters not covered in these Rules shall be implemented in accordance with relevant national laws, regulations and the articles of Association; In case of any conflict between these detailed rules and the laws and regulations promulgated by the state in the future and the articles of association modified by legal procedures, they shall be implemented in accordance with the relevant laws and regulations of the state and the articles of association, and shall be revised immediately and submitted to the board of directors of the company for deliberation and approval.
Article 36 the board of directors shall be responsible for the formulation, revision and interpretation of these detailed rules.
Henan Qingshuiyuan Technology Co.Ltd(300437) board of directors March 7, 2002
