Inner Mongolia Tianshou Technology&Development Co.Ltd(000611)
Working rules of the audit committee
(approved by the board of directors on March 22, 2022)
Chapter I General Provisions
Article 1 in order to strengthen the decision-making mechanism of the board of directors of Inner Mongolia Tianshou Technology&Development Co.Ltd(000611) (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, according to the company law of the people’s Republic of China (hereinafter referred to as “the company law”) The company hereby establishes the audit committee of the board of directors (hereinafter referred to as the “Audit Committee”) and formulates these Detailed Rules in accordance with the standards for the governance of listed companies, the guidelines for self-regulation and supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, the articles of association of Inner Mongolia Tianshou Technology&Development Co.Ltd(000611) companies (hereinafter referred to as the “articles of association”) and other relevant provisions.
Article 2 the audit committee is a special organization under the board of directors, which is responsible to the board of directors and reports on its work. The audit committee is mainly responsible for reviewing the effectiveness of the company’s internal control and its implementation, as well as the communication, supervision and inspection of the company’s internal and external audit.
Article 3 the audit committee shall set up an internal audit department as its daily office. Be responsible for the preliminary preparation and service work of the audit committee’s decision-making, including collecting and providing relevant data, making research reports on relevant issues, preliminary review of relevant issues and drafting the meeting proposal of the audit committee.
Chapter II personnel composition
Article 4 the audit committee is composed of three directors, of which at least two are independent directors, and at least one independent director is an accounting professional. The members of the audit committee shall be diligent and responsible, effectively supervise and evaluate the internal and external audit work of the company, promote the company to establish effective internal control and provide true, accurate and complete financial reports.
Members of the audit committee shall have professional knowledge and business experience in performing the duties of the audit committee. Article 5 the members of the audit committee shall be nominated by the chairman of the board, more than half of the independent directors or more than one-third of all directors, and elected by the board of directors.
Article 6 the audit committee shall have a chairman (convener), who shall be an independent director, who shall be responsible for convening and presiding over the meetings of the Audit Committee; The chairman shall be nominated by more than half of all members and submitted to the board of directors for approval. When the chairman is unable or unable to perform his duties, he shall appoint another member to perform his duties on his behalf; When the chairman neither performs his duties nor designates other members to perform his duties on his behalf, any member can report the relevant situation to the board of directors of the company, and the board of directors designates a member to perform the duties of the chairman of the audit committee.
Article 7 The term of office of the members of the audit committee is the same as that of the directors of the same board of directors, and they can be re elected. Before the expiration of a member’s term of office, he shall not be dismissed without reason unless he is prohibited from holding office as stipulated in the company law, the articles of association or these detailed rules. If a member of the Committee ceases to hold the position of director of the company due to resignation or other reasons during the period, his membership will be automatically lost when he ceases to hold the position of director.
Article 8 when the number of members of the audit committee is less than two-thirds of the specified number due to resignation, removal or other reasons, the board of directors of the company shall add new members in time. Until the number of members of the audit committee reaches two-thirds of the specified number, the audit committee shall suspend the exercise of its functions and powers specified in these rules.
Article 9 the provisions of the company law and the articles of association on the obligations of directors shall apply to the members of the audit committee.
Chapter III responsibilities and authorities
Article 10 the audit committee of the company shall perform the following duties:
(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 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.
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.
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, pay special attention to the possibility of fraud, fraud and major misstatement related to the financial and accounting reports, and supervise the rectification of the problems of the financial and accounting reports.
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 11 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 board of supervisors in the audit activities.
Article 12 the board of directors authorizes the audit committee to conduct investigations related to its duties according to its scope of duties. When the audit committee performs its duties, the relevant departments of the company shall cooperate; If necessary, the audit committee can hire an intermediary to provide professional opinions, and the relevant expenses shall be borne by the company.
The company shall disclose the annual performance of the audit committee in the annual report, mainly including the specific performance of its duties and the convening of the audit committee meeting.
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.
Chapter IV decision making procedures
Article 13 the internal audit department of the company is responsible for the preliminary preparation of the audit committee’s decision-making, collecting and providing written materials related to audit matters:
(I) relevant financial reports and other relevant materials 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) the company’s audit report on major related party transactions, independent financial adviser’s report, asset evaluation report and other relevant reports;
(VI) other relevant materials.
Article 14 the audit committee shall review and sign opinions on the reports provided by the internal audit department at the meeting, 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 externally 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 financial department and audit department, including their principals;
(V) other relevant matters.
Article 15 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.
Chapter V rules of procedure
Article 16 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 the interim meeting shall be proposed by the audit committee. The regular meeting shall be notified to all members seven days before the meeting. The meeting shall be presided over by the chairman. If the chairman is unable to attend, he may entrust another independent director member to preside over the meeting. The notice of the interim meeting shall be given one day before the meeting.
The notice of the audit committee meeting shall at least include the following contents:
（1） Time and place of the meeting;
（2） Topics to be discussed at the meeting;
（3） Date of meeting notice.
The audit committee shall hold a meeting at least once a quarter to review the work plan and report submitted by the internal audit department.
Article 17 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 18 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. If the meeting is held by means of communication voting, the members’ signature on the meeting resolution shall be deemed to have attended the relevant meeting and agreed to the contents of the meeting resolution.
Article 19 the internal audit department of the company shall report to 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. The internal audit department shall submit the internal audit work plan for the next year to the audit committee two months before the end of each fiscal year, and submit the annual internal audit work report to the audit committee two months after the end of each fiscal year. Members of the internal audit department may attend the meeting of the audit committee as nonvoting delegates; Non member directors of the company may attend the audit committee meeting as nonvoting delegates when invited; If the Audit Committee deems it necessary, it can also convene other personnel related to the meeting proposal to attend the meeting as nonvoting delegates to introduce the situation or express opinions, but non members of the audit committee have no right to vote on the proposal.
Article 20 if necessary, the audit committee may employ accounting firms, law firms and other intermediaries to provide professional opinions for its decision-making, and the expenses shall be paid by the company.
Article 21 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 detailed rules.
Article 22 the meeting of the audit committee shall have written records, which shall be signed by the members attending the meeting; The minutes of the meeting shall be kept by the Securities Department of the company for 10 years.
Article 23 the effectiveness of any proposal or proposal of the company’s internal control committee shall be reported to the board of directors in the form of written opinions.
Article 24 the members attending the meeting shall have the obligation to keep confidential the matters discussed at the meeting, shall not disclose relevant information without authorization, and shall strictly abide by the relevant provisions of the company’s information disclosure management system.
Chapter VI supplementary provisions
Article 25 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 issued 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 26 the right to interpret these rules belongs to the board of directors.
Article 27 the detailed rules shall come into force and be implemented as of the date of deliberation and adoption by the board of directors.
