Wuhan Tianyu Information Industry Co.Ltd(300205)
Comparison table for revision of the working system of the audit committee of the board of directors
Note: adding “delete line” indicates that the clause has been deleted, and “bold font” indicates that the clause has been added or modified.
Before and after revision
Article 1 is to strengthen the decision-making function of the board of directors and achieve prior audit and professional audit. Article 1 is 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, To 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, the company law of the people’s Republic of Wuhan Wuhan Tianyu Information Industry Co.Ltd(300205) industrial shares, the standards for the governance of listed companies, the articles of association of listed companies of Shenzhen Stock Exchange and other relevant provisions, The company establishes the audit committee of the board of directors (No. 2 of the company’s self regulatory guidelines – standardized operation of companies listed on the gem, Wuhan Tianyu, hereinafter referred to as the “Audit Committee”) and formulates this working system. Articles of association of Information Industry Co., Ltd. (hereinafter referred to as the “articles of association”) And other relevant regulations, Wuhan Tianyu Information Industry Co.Ltd(300205) (hereinafter referred to as “the company”) establishes the audit committee of the board of directors (hereinafter referred to as “the audit committee”) and formulates this working system.
Article 5 the audit committee shall have a chairman, who shall be held by an independent director. Article 5 the audit committee shall have a chairman, who shall be an accountant and be responsible for presiding over the work of the Audit Committee; The chairman of the audit committee is directly elected by the Committee from among the members, and the independent director is responsible for presiding over the work of the Audit Committee; Director Wei Sheng. Members are directly elected by the Committee from among its members.
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 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 act on behalf of the chairman of the Committee. When the chairman is unable or unable to perform his duties, he shall appoint another member to act on his behalf
Perform their duties; The chairman of the audit committee neither performs his duties nor designates other members to perform his duties; When the chairman of the audit committee neither performs his duties nor appoints other members to perform his duties on his behalf, any member can report the relevant information to the board of directors of the company. When performing his duties on his behalf, any member can report the relevant information to the board of directors of the company, and the board of directors of the company will appoint a member to perform the duties of the chairman of the audit committee. The board of directors of the company shall appoint a member to perform the duties of chairman of the audit committee.
Article 7 the daily work organization of the audit committee is located in the Audit Department of the company. Article 7 of the resolution, the daily work organization of the audit committee is located in the Audit Department of the company. The audit department is responsible for the implementation of resolutions, the audit department is responsible for the coordination of daily work liaison and meeting organization, and the office of the board of directors is responsible for the coordination of daily work liaison and meeting organization. In charge of the board office. The audit committee supervises and evaluates the internal audit work. The internal audit department is responsible to the audit committee and reports to the audit committee.
Article 8 the main responsibilities and authorities of the audit committee are: Article 8 the main responsibilities and authorities of the audit committee are:
(I) propose to hire or replace the external audit institution; (I) supervise and evaluate the work of the external audit institution, propose to hire or replace the external audit institution (II) supervise the company’s internal audit system and its implementation; Audit institutions;
(III) be responsible for the communication between internal audit and external audit; (II) supervise and evaluate the internal audit of the company;
(IV) review the company’s financial information and its disclosure; (III) review the company’s financial report and express opinions on it;
(V) review the company’s internal control system; (IV) supervise and evaluate the company’s internal control;
(VI) check the company’s compliance with laws and regulations; (V) coordinate the management, internal audit department and relevant departments with the external audit institution (VII) other matters authorized by the board of directors of the company. Communication;
(VI) be responsible for other matters authorized by laws and regulations, the articles of association and the board of directors.
Article 9 when guiding and supervising the work of the internal audit department, the audit committee shall perform the following main duties:
(I) guide and supervise the establishment and implementation of internal audit system;
(II) review the company’s annual internal audit work plan;
(III) supervise and urge the implementation of the company’s internal audit plan;
(IV) guide the effective operation of the internal audit department. The internal audit department of the company shall report to the audit committee. All kinds of audit reports, rectification plans and rectification conditions of audit problems submitted by the internal audit department to the management shall be submitted to the audit committee at the same time; (V) report to the board of directors on the progress and quality of internal audit and major problems found;
(VI) coordinate the relationship between the internal audit department and external audit units such as accounting firms and national audit institutions.
Article 10 the audit 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 audit committee. If it is found that the company has violations of laws and regulations and non-standard operation, it shall timely report to Shenzhen Stock Exchange and urge the 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 audit committee shall, according to the internal audit report submitted by the internal audit department and relevant documents
Issue written evaluation opinions on the effectiveness of the company’s internal control and report to the board of directors.
Article 9 the proposal of the audit committee shall be submitted to the board of directors for deliberation and decision. Article 11 the proposal of the audit committee shall be submitted to the board of directors for deliberation and decision. The audit committee shall put forward deliberation opinions to the board of directors on matters within its scope of responsibility. If the board of directors fails to adopt them, the company shall disclose the matter and fully explain the reasons.
Article 10 the board of directors of the company shall fully respect the recommendation of the Audit Committee on the appointment or replacement of external audit institutions. Article 12 the appointment or replacement of external audit institutions by the company shall be subject to the recommendation of the external audit institutions of the audit committee. In the absence of sufficient reasons or reliable evidence, the board of directors shall form a review opinion and make recommendations to the board of directors before the board of directors can consider relevant proposals. The recommendations of the audit committee shall not be shelved or voted upon.
Article 17 the audit committee of the company shall, based on the evaluation report and relevant materials issued by the internal audit department, Issue an annual internal control self-evaluation report on the establishment and implementation of the internal control system related to financial reports and information disclosure and submit it to the board of directors for deliberation. The internal control self-evaluation report shall at least include the following contents:
(I) statement of the board of directors on the authenticity of the internal control report;
(II) overall situation of internal control evaluation;
(III) basis, scope, procedures and methods of internal control evaluation;
(IV) internal control defects and their identification;
(V) rectification of internal control defects of the previous year;
(VI) proposed rectification measures for internal control defects this year;
(VII) conclusion on the effectiveness of internal control.
The audit committee shall report to the board of directors on the measures or improvements it deems necessary and put forward suggestions.
Article 34 the working system shall enter into force on the date of the company’s public development after being deliberated and approved by the board of directors. Article 37 the working system shall enter into force on the date of deliberation and approval by the board of directors.
The audit committee shall work with reference to this system before the public offering of shares.
