Sichuan Tianwei Electronic Co.Ltd(688511)
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 Sichuan Tianwei Electronic Co.Ltd(688511) (hereinafter referred to as “the company” or “the company”), strengthen 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 (hereinafter referred to as “the company law”), Sichuan Tianwei Electronic Co.Ltd(688511) articles of Association (hereinafter referred to as “the articles of association”) and other relevant laws, administrative regulations and normative documents, The company establishes the audit committee of the board of directors and formulates these detailed rules.
Article 2 the audit committee is a special working body of the board of Directors established by the board of directors in accordance with the resolution of the general meeting of shareholders. Its main responsibility is to supervise, inspect and evaluate the company’s internal control, financial information and internal audit in accordance with the provisions of the articles of Association.
Chapter II personnel composition
Article 3 the audit committee is composed of three directors. Independent directors shall account for the majority of the members of the committee, and at least one independent director shall be 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 more than one-third of all directors, and elected by the board of directors.
Article 5 the audit committee shall have a convener (Chairman), who shall be an independent director and be responsible for presiding over the work of the audit committee. The convener shall be an accounting professional. The chairman shall be approved by the board of directors. 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 board of directors will make up the number of members according to the provisions of Articles 3 to 5 above.
(I) preside over the meeting of the Committee and sign and issue the resolutions of the meeting;
(II) propose to convene an interim meeting;
(III) lead the committee to ensure its effective operation and perform its duties;
(IV) ensure that the Committee has a clear and definite conclusion on each topic discussed (the conclusion includes approval, rejection or reconsideration of supplementary materials);
(V) determine the agenda of each committee meeting;
(VI) ensure that all members at the meeting of the Committee understand the matters discussed by the committee, and ensure that all members receive complete and reliable information;
(VII) other functions and powers specified in these rules.
Article 8 The term of office of the board of directors is consistent with that of the members of the audit committee. Upon expiration of their term of office, members may be re elected. During this period, if a member no longer serves as a director of the company or a member who should have the status of independent director no longer has the independence specified in the articles of association, he will automatically lose the qualification of a member, and the board of directors will supplement the number of members in accordance with articles 3 to 5 above.
Article 9 the main responsibilities and authorities of the members are as follows:
(I) attend the meeting of the Committee on time, express opinions on the matters discussed at the meeting and exercise the right to vote; (II) propose topics to be discussed at the meeting of the Committee;
(III) in order to perform their duties, they can attend or sit in on the relevant meetings of the company, conduct investigation and research, and obtain the required reports, documents, materials and other relevant information;
(IV) fully understand the responsibilities of the Committee and his own responsibilities as a member of the committee, be familiar with the operation and management status, business activities and development of the company related to his duties, and ensure his ability to perform his duties;
(V) fully ensure their working time and energy for performing their duties;
(VI) other functions and powers specified in these rules.
Chapter III responsibilities and authorities
Article 10 the main responsibilities and authorities of the audit committee are:
(I) propose to hire or replace an accounting firm;
(II) guide and supervise the company’s internal audit system and its implementation;
(III) be responsible for the communication between internal audit and external audit;
(IV) review the company’s financial information and its disclosure;
(V) review the company’s internal control system;
(VI) convene a meeting at least once a quarter to review the work plan and report submitted by the internal audit department;
(VII) report to the board of directors at least once a quarter, including but not limited to the progress, quality and major problems found in the internal audit.
Article 11 the audit committee shall be responsible to the board of directors. The proposal of the audit committee shall be submitted to the board of directors for deliberation and decision. The audit committee shall cooperate with the audit activities of the board of supervisors.
The audit committee shall provide all research, discussion, materials and information to the board of directors in the form of reports, suggestions and summaries for research and decision-making.
Chapter IV Rules of procedure
Article 12 the meetings of the audit committee are divided into regular meetings and interim meetings. The audit committee must hold at least four regular meetings every year. The audit committee may hold interim meetings as needed. When two or more members of the audit committee propose, or when the convener of the Audit Committee deems it necessary, an interim meeting may be held. The Secretary of the board of directors of the company shall notify all members three days before the meeting is held, but with the unanimous consent of all members, the aforesaid notice period can be exempted. The meeting shall be convened and presided over by the convener of the audit committee. If the convener is unable to attend, he may entrust an independent director to preside over the meeting.
Article 13 the audit committee shall hold a separate communication meeting with the external audit institution without the participation of the management at least once a year. The Secretary of the board of directors may attend the meeting as nonvoting delegates.
Article 14 the meeting of the audit committee shall be held only when more than two-thirds of the members (including those who entrust other members to attend the meeting in writing) are present; Each member has one vote; Resolutions made at the meeting must be adopted by more than half of all members. If any member of the audit committee has an interest in the matters discussed at the meeting, he shall withdraw. If effective deliberation opinions cannot be formed due to avoidance, relevant matters shall be directly deliberated by the board of directors.
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 the audit committee 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. Therefore, the reasonable expenses incurred 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 and regulations, the articles of association and these rules.
Article 19 the meeting of the audit committee shall have minutes, which shall be signed by the members attending the meeting; The minutes of the meeting shall be kept by the Secretary of the board of directors in accordance with the company’s file management system.
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 V coordination and communication
Article 22 during the recess of the board of directors, if the audit committee needs to submit major or special matters to the board of directors for research, it can submit a written report to the board of directors through the Secretary of the board of directors, and suggest the chairman of the board of directors to convene a meeting of the board of directors for discussion.
Article 23 any written report submitted by the senior management to the audit committee shall be signed and issued by the general manager or the senior management in charge of relevant matters and submitted to the audit committee through the Secretary of the board of directors or the office of the board of directors.
Article 24 the written report submitted by the audit committee to the board of directors shall be signed and issued by the convener or its authorized members and submitted to the board of directors through the Secretary of the board of directors.
Article 25 during the recess of the audit committee, if the senior managers of the company have major or special matters, they can submit a written report to the audit committee through the Secretary of the board of directors or the office of the board of directors, and suggest the convener of the audit committee to convene a meeting for discussion.
Article 26 the audit committee shall report to the board of directors the work of the Audit Committee since the last regular meeting of the board of directors, or make a special report on a certain issue. Chapter VI supplementary provisions
Article 27 Unless otherwise specified, the terms used in these rules have the same meanings as those in the articles of association.
Article 28 these Rules shall come into force after being voted and approved by the board of directors of the company.
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 national laws, regulations or the articles of association modified by legal procedures, the provisions of relevant national laws, regulations and the articles of association shall be implemented, and the rules shall be revised immediately and submitted to the board of directors of the company for deliberation and approval.
The right to amend and interpret these rules belongs to the board of directors of the company.
Sichuan Tianwei Electronic Co.Ltd(688511) March 25, 2022
