Securities code: Changchun High And New Technology Industries (Group) Inc(000661) securities abbreviation: Changchun High And New Technology Industries (Group) Inc(000661) Announcement No.: 2022015 Changchun High And New Technology Industries (Group) Inc(000661) technology industry (Group) Co., Ltd
Working rules of the audit committee of the board of directors
(reviewed and approved by the 10th meeting of the 10th board of directors of the company)
Chapter I General Provisions
Article 1 in order to strengthen the decision-making function of the board of directors, improve the corporate governance structure, achieve prior audit and professional audit, improve the level of the company’s financial and accounting work and asset management, ensure the effective supervision of the board of directors over the management, and fulfill the obligation of information disclosure, according to the company law of the people’s Republic of China, the governance standards of listed companies, the articles of association The rules of procedure of the board of directors and other relevant provisions are hereby formulated.
Article 2 the audit committee of the board of directors is a special working organization established by the board of directors, which is mainly responsible for the communication, supervision and verification of internal and external audit of the company.
Chapter II personnel composition
Article 3 the members of the audit committee are composed of three directors, including two independent directors, and at least one independent director is a professional accountant.
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 of the accounting profession, who shall be responsible for presiding over the work of the Committee.
Article 6 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 the provisions of Articles 3 to 5 above.
Article 7 the audit committee is mainly responsible for the preparation of all matters of the audit committee in the early stage.
The office of the board of directors shall be responsible for the daily work liaison and meeting organization of the audit committee.
Chapter III responsibilities and authorities
Article 8 the main responsibilities and authorities of the audit committee are as follows:
(I) supervise and evaluate external audit institutions;
(II) supervise and evaluate the internal audit work;
(III) coordinate the communication between the management, internal audit department and relevant departments and external audit institutions;
(IV) review the company’s financial report and express opinions on it;
(V) supervise and evaluate the company’s internal control system;
(VI) other matters authorized by the board of directors of the company and other matters involved in laws and regulations and relevant provisions of 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 9 the audit committee shall be responsible to the board of directors, and the proposals 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.
Article 10 working procedures of the Audit Committee on annual reports:
(I) after the end of each fiscal year, negotiate with the accounting firm to determine the schedule of the audit of the financial report of the current year;
(II) urge the accounting firm to submit the audit report within the agreed time limit, and record the methods, times and results of supervision in the form of written opinions, as well as the signature and confirmation of relevant responsible persons; (III) review the financial and accounting statements prepared by the company and form written opinions before the annual audit CPA enters the site;
(IV) after the annual audit CPA enters the site, strengthen the communication with the annual audit CPA, review the company’s financial and accounting statements again after the annual audit CPA issues the preliminary audit opinion, and form a written opinion;
(V) vote on the annual financial and accounting statements and submit them to the board of directors for review after forming a resolution. At the same time, the summary report of the accounting firm engaged in the audit of the company this year and the resolution of renewing or changing the employment of the accounting firm next year shall be submitted to the board of directors.
Chapter IV decision making procedures
Article 11 the audit working group shall be responsible for the preliminary preparations for the decision-making of the audit committee and provide the written materials of relevant aspects of the company:
(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) information disclosed by the company;
(V) audit report or relevant report on major related party transactions of the company;
(VI) other relevant matters.
Article 12 the audit committee meeting shall evaluate the report provided by the audit working group and submit relevant written resolution materials 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) evaluation of the work of the company’s financial department, audit department and their principals;
(V) other relevant matters.
Chapter V rules of procedure
Article 13 the meeting of the audit committee is divided into regular meeting and interim meeting. The regular meeting shall be held at least four times a year and once a quarter; The interim meeting shall be proposed by the members of the audit committee. All members must be notified three days before the meeting is held. If more than half of the members agree, the time limit for notification may not be limited. The meeting shall be presided over by the chairman. If the chairman is unable to attend, he may entrust another member to preside over the meeting.
Article 14 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 15 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.
Article 16 members of the working group may attend the meeting of the audit committee as nonvoting delegates, and may invite directors, supervisors and other senior managers of the company to attend the meeting as nonvoting delegates when necessary.
Article 17 if necessary, the audit committee may employ an intermediary institution to provide professional advice for its decision-making, and the expenses shall be paid by the company.
Article 18 the convening procedures, voting methods and proposals adopted at the meeting of the audit committee must comply with the provisions of relevant laws, administrative regulations, the articles of association and these measures.
Article 19 the meeting of the audit committee shall be recorded, and the members attending the meeting shall sign on the meeting minutes; The minutes of the meeting shall be kept by the Secretary of the board of directors of the company.
Article 20 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 21 all members present at the meeting shall have the obligation to keep confidential the items discussed at the meeting and shall not disclose relevant information without authorization.
Chapter VI supplementary provisions
Article 22 matters not covered in these Rules shall be implemented in accordance with relevant national laws, administrative regulations and the articles of Association; In case of any conflict between these detailed rules and the laws, administrative regulations issued by the state in the future or the articles of association modified by legal procedures, the provisions of relevant national laws, administrative regulations and the articles of association shall be implemented and shall be modified in time.
Article 23 the detailed rules shall be interpreted and amended by the board of directors of the company.
Article 24 these working rules shall come into force as of the date of deliberation and adoption by the board of directors, and the same shall apply when amending them.
Board of directors of Changchun High And New Technology Industries (Group) Inc(000661) technology industry (Group) Co., Ltd
March 15, 2022
