Yingtong Telecommunication Co.Ltd(002861)
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 of Yingtong Telecommunication Co.Ltd(002861) (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 audit committee of the board of directors is established in accordance with the company law of the people’s Republic of China and other laws and regulations, normative documents and the relevant provisions of the articles of association, And formulate these working rules.
Article 2 the audit committee is a special working body established by the board of directors and is responsible to the board of directors. The audit committee shall perform its duties in accordance with the articles of association, rules of procedure of the board of directors and these rules.
Chapter II personnel composition
Article 3 the members of the audit committee are composed of three directors, two of whom are independent directors, and 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 more than one-third of all the directors, and shall be elected by the board of directors.
Article 5 members of the audit committee shall meet the requirements of relevant laws and regulations of China and relevant securities regulatory authorities for the qualification of members of the audit committee, and have professional knowledge and business experience competent for the duties of the audit committee.
Article 6 the audit committee shall have a chairman (convener), who shall be an independent director of the accounting profession, who shall 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.
Article 7 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. 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 committee will make up the number of members according to Articles 3 to 6 above.
Article 8 the audit committee has an internal audit department to inspect and supervise the establishment and implementation of the company’s internal control system and the authenticity and integrity of the company’s financial information. The audit committee is responsible for supervising and evaluating the internal audit work.
Article 9 the daily work organization of the audit committee is located in the internal audit department of the company. The internal audit department is responsible to the audit committee and reports to the audit committee. The internal audit department is responsible for the implementation of the resolutions made by the audit committee, and the securities department is responsible for the coordination of daily work liaison and meeting organization.
If the Audit Committee deems it necessary, it may hire an intermediary institution to provide professional opinions, and the relevant expenses shall be borne by the company.
Chapter III responsibilities and authorities
Article 10 the main responsibilities and authorities of the audit committee are as follows:
(I) supervise and evaluate the external audit work and propose to hire or replace the external audit institution;
(II) supervise and evaluate the internal audit work, and be responsible for the coordination of internal audit and external audit;
(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, laws and regulations and other matters involved in Shenzhen Stock Exchange.
The audit committee shall report to the board of directors on the measures or improvements it deems necessary and put forward suggestions.
Article 11 when the company hires or replaces an external audit institution, the audit committee must form a review opinion and put forward suggestions to the board of directors before the board of directors can review relevant proposals.
Article 12 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 terms 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.
The audit committee shall urge the external audit institutions to be honest, trustworthy, diligent and responsible, strictly abide by the business rules and industry self-discipline norms, strictly implement the internal control system, verify and verify the company’s financial and accounting reports, perform the obligation of special care, and prudently express professional opinions.
Article 13 the audit committee of the board of directors shall review the company’s financial and accounting reports, 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, and pay special attention to whether there are fraud, fraud and the possibility of major misstatement related to the financial and accounting reports, Supervise the rectification of problems in financial and accounting reports.
Article 14 the directors, supervisors and senior managers of the company find that there are false records, misleading statements or major omissions in the financial and accounting reports issued by the company and report them to the board of directors and the board of supervisors, or the sponsors, independent financial consultants and external audit institutions point out to the board of directors and the board of supervisors that there are false records in the financial and accounting reports of the company In case of misleading statements or major omissions, the board of directors shall timely report to Shenzhen Stock Exchange and disclose them.
Article 15 Where a company discloses relevant information in accordance with the provisions of the preceding paragraph, it shall disclose in the announcement the major problems existing in the financial and accounting report, the consequences that have been or may be caused, and the measures that have been taken or are to be taken. The audit committee shall urge the relevant responsible departments of the company to formulate rectification measures and rectification time, conduct follow-up review, supervise the implementation of rectification measures, and disclose the completion of rectification in a timely manner.
Article 16 the audit committee shall be responsible to the board of directors, and the proposals of the audit committee shall be submitted to the board of directors for deliberation and decision. The audit committee shall cooperate with the supervisors of the board of supervisors to carry out audit activities.
Article 17 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 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;
(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 18 the internal audit department shall perform the following main duties:
(I) inspect and evaluate the integrity, rationality and effectiveness of the internal control system of the company’s internal institutions, holding subsidiaries and joint-stock companies that have a significant impact on the company;
(II) audit the accounting data and other relevant economic data of the company’s internal institutions, holding subsidiaries and joint-stock companies that have a significant impact on the company, as well as the legality, compliance, authenticity and integrity of the reflected financial revenue and expenditure and relevant economic activities, including but not limited to financial reports, performance letters, voluntary disclosure of predictive financial information, etc;
(III) assist in establishing and improving the anti fraud mechanism, determine the key areas, key links and main contents of anti fraud, and reasonably pay attention to and inspect possible fraud in the process of internal audit;
(IV) report to the board of directors or the audit committee at least once a quarter, including but not limited to the implementation of the internal audit plan and the problems found in the internal audit.
Article 19 the internal audit department shall urge the relevant responsible departments to formulate rectification measures and rectification time for the internal control defects found in the review process, conduct follow-up review of internal control, and supervise the implementation of rectification measures. If the internal audit department finds major defects or risks in internal control during the review process, it shall timely report to the board of directors or the audit committee.
Article 20 the internal audit department shall report the internal audit work and problems found to the board of directors or the audit committee at least once a quarter, and submit an internal audit report to it at least once a year.
Article 21 the internal audit department shall inspect the deposit and use of the raised funds at least once a quarter and report the inspection results to the audit committee in time.
Article 22 If the audit committee considers that there are violations or major risks in the management of the company’s raised funds, or the internal audit department fails to submit the inspection result report in accordance with the provisions of the preceding paragraph, it shall report to the board of directors in time. The board of directors shall report to the Shenzhen Stock Exchange and make an announcement within two trading days after receiving the report.
Article 23 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 the inspection finds that the company has violations of laws and regulations and non-standard operation, it shall report to Shenzhen Stock Exchange in time:
(I) the implementation of major events 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 so on;
(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. Where the board of directors or the audit committee considers that there are major defects or risks in the company’s internal control, or the sponsor, independent financial consultant or accounting firm points out that there are major defects in the effectiveness of the listed company’s internal control, the board of directors shall report to and disclose it to the Shenzhen Stock Exchange in a timely manner. The company shall disclose in the announcement the major defects or risks in internal control, the consequences that have been or may be caused, and the measures that have been taken or are to be taken.
Article 24 the board of directors or the audit committee of the company shall issue an annual self-evaluation report on internal control according to the evaluation report and relevant materials issued by the internal audit department. 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.
Chapter IV decision making procedures
Article 25 the internal audit department shall be responsible for the early preparation of the audit committee’s decision-making, and provide the following written materials to the Audit Committee for its decision-making:
(I) relevant financial reports and statements of the company;
(II) work reports of internal and external audit institutions;
(III) external audit contract and related work report;
(IV) audit report on major related party transactions of the company;
(V) other relevant matters.
Article 26 the audit committee shall review the above reports at its meeting and submit relevant written resolutions to the board of directors for discussion, including but not limited to:
(I) evaluation on the work of external audit institutions, and suggestions on the 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) evaluate the work of the company’s financial department and audit department, including their principals;
(V) other relevant matters.
Chapter V rules of procedure
Article 27 the meetings of the audit committee are divided into regular meetings and interim meetings, which shall be convened and presided over by the chairman of the audit committee. When the chairman of the audit committee is unable or refuses to perform his duties, he shall appoint an independent director to perform his duties on his behalf.
Article 28 regular meetings shall be held at least once a quarter. The audit committee may hold interim meetings as needed; When two or more members of the audit committee propose, or the chairman of the Audit Committee deems it necessary, an interim meeting shall be held.
Article 29 a regular meeting shall be notified to all members in writing 3 days before the meeting is held, and an interim meeting shall be notified to all members in writing 2 days before the meeting is held. However, with the unanimous consent of all members, the aforesaid notice period may be exempted.
Article 30 the meeting of the audit committee shall be held only when more than two-thirds of the members are present.
Article 31 each member of the audit committee shall have one vote; Resolutions made at the meeting must be adopted by more than half of all members. If an effective deliberation opinion cannot be formed due to the withdrawal of members of the audit committee, the relevant matters shall be directly deliberated by the board of directors.
Article 32 members of the audit committee shall attend the meeting in person and express clear opinions on the matters under consideration. If a member is unable to attend the meeting in person for some reason, he may submit a power of attorney signed by the member and entrust other members to attend and express their opinions on his behalf. The power of attorney must specify the scope and duration of authorization. Each member shall be entrusted by at most one member. If an independent director is unable to attend the meeting in person for some reason, he shall entrust other independent director members to attend the meeting on his behalf.
Article 33 the voting method of the audit committee meeting is a show of hands or voting. On the premise of ensuring that members can fully express their opinions, the interim meeting of the audit committee can be held by means of communication, fax and video, and make resolutions, which shall be signed by the members participating in the meeting.
Article 34 when the Audit Committee deems it necessary, it may invite representatives of external audit institutions, company supervisors, internal auditors, financial personnel, legal advisers and other relevant personnel to attend the meeting of the Committee and provide necessary information.
Article 35 If the Audit Committee deems it necessary, it may hire an intermediary institution to provide professional opinions, and the expenses shall be paid by the company.
Article 36 If any member of the audit committee has an interest in the matters discussed at the meeting, he shall withdraw.
Article 37 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 these rules.
Article 38 minutes shall be made for the meeting of the audit committee, and the members and other personnel attending the meeting shall sign the minutes
