Wuhan Tianyu Information Industry Co.Ltd(300205)
Working system 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, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM, the Wuhan Tianyu Information Industry Co.Ltd(300205) articles of Association (hereinafter referred to as the “articles of association”) and other relevant provisions, 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 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, more than half of the independent directors or one-third of all directors, and elected by more than half of the board of directors.
Article 5 the audit committee shall have a chairman, who shall be an accounting professional, 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 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 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 Department of the company. The audit department 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. 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. 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, and propose to hire or replace external audit institutions;
(II) supervise and evaluate the internal audit of the company;
(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) 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 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.
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 12 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.
Article 13 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 14 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 general manager’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 15 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 16 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.
Article 17 the audit committee of the company shall 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 Based on the evaluation report and relevant materials issued by the internal audit department, and submit it to the board of directors for review. 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.
Chapter IV decision making procedures
Article 18 the audit department shall be responsible for the preliminary preparations for the audit committee’s decision-making, and provide 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 19 the audit committee shall review the above reports at its meeting and submit the following relevant written resolutions 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 20 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 21 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 22 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 23 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 specify 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 24 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 25 members present at the meeting shall deliberate on the proposals and fully express their personal opinions in a serious and responsible manner.
Article 26 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 27 after the voting of the members participating in the meeting is completed, the relevant staff of the audit department shall timely collect the voting results of the members and make statistics. If the 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 department 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 28 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 29 the person in charge of the audit department 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 when necessary.
Article 30 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 31 when 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, the member’s vote is invalid after verification. If the voting result is affected due to its invalid vote, 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 32 the minutes or resolutions of the audit committee shall indicate the withdrawal of interested members from voting.
Article 33 the convening procedures, voting methods and proposals adopted at the meeting of the audit committee must comply with the provisions of relevant laws and regulations, the articles of association and this system.
Article 34 the meeting of the audit committee shall have minutes, which shall be signed by the members attending the meeting, and the members attending the meeting shall have the right to require explanatory records 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 35 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 attending the meeting.
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