Anhui Huilong Agricultural Means Of Production .Co.Ltd(002556)
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, achieve prior audit and professional audit, ensure the effective supervision of the board of directors over the management, and improve the governance structure of Anhui Huilong Agricultural Means Of Production .Co.Ltd(002556) (hereinafter referred to as “the company”), these detailed rules are formulated in accordance with the governance standards of listed companies, Anhui Huilong Agricultural Means Of Production .Co.Ltd(002556) articles of Association (hereinafter referred to as “the articles of association”) and other relevant provisions.
Article 2 the board of directors of the company establishes an audit committee, 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, with the majority of independent directors. At least one independent director among the members 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 1 / 2 independent directors or 1 / 3 of all directors and elected by the board of directors.
Article 5 the audit committee shall have a convener, who shall be an independent director member who is an accounting professional, and shall be responsible for presiding over the work of the Committee; The convener shall be elected from among the members and reported to the board of directors for approval.
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 Department of the company is the daily office of the audit committee, which is responsible for daily work liaison and meeting organization.
Chapter III responsibilities and authorities
Article 8 the main responsibilities and authorities of the audit committee are as follows:
(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) communication between internal audit department and external audit department;
(VI) other matters authorized by the board of directors of the company and other matters involved in relevant provisions of laws and regulations. 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 inspection and audit activities.
Chapter IV decision making procedures
Article 10 the Audit Department of the company shall be responsible for the preliminary preparations for the decision-making of the audit committee and provide the written materials of relevant parties 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 on major related party transactions of the company;
(VI) other relevant materials.
Article 11 at the meeting of the audit committee, the report provided by the audit department shall be reviewed, and the relevant written resolution materials shall be submitted 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) the company has a financial department and an audit department, including the work evaluation of its principals;
(V) other relevant matters.
Chapter V rules of procedure
Article 12 the meeting of the audit committee is divided into regular meeting and interim meeting. The regular meeting shall be held at least 4 times a year and once a quarter. All members shall be notified 5 days before the meeting. The meeting shall be presided over by the convener. If the convener is unable to attend, he may entrust another member (independent director) to preside over the meeting. An interim meeting may be proposed by the convener of the audit committee, an independent director of the Committee and the chairman of the company.
Article 13 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 14 the voting method of the audit committee meeting is a show of hands or voting; If necessary, the meeting can be held by means of communication voting.
Article 15 members of the audit department may attend the meeting of the audit committee as nonvoting delegates. If necessary, directors, supervisors and senior managers of the company may also be invited to attend the meeting as nonvoting delegates.
Article 16 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 17 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 18 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 for a period of not less than 10 years during the existence of the company. Article 19 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 20 all members present at the meeting shall have the obligation to keep confidential the matters discussed at the meeting and shall not disclose relevant information without authorization.
Chapter VI Annual Report
Article 21 members of the audit committee shall carefully study the requirements of the CSRC, Shenzhen Stock Exchange and other competent departments on the annual report.
Article 22 after the end of the fiscal year, the general manager of the company shall comprehensively report the production and operation of the company and the progress of major events to each member of the audit committee.
Article 23 after the end of the fiscal year, the audit committee shall negotiate with the audit institution to determine the schedule of the audit of the annual financial report.
The above matters shall be recorded in writing, and the necessary documents shall be signed by the parties concerned.
Article 24 the audit committee shall urge the accounting firm to submit the audit report within the agreed time limit, and record the method, frequency and results of supervision in the form of written opinions, as well as the signature and confirmation of relevant responsible persons.
Article 25 the audit committee shall review the financial statements prepared by the company and form a written opinion before the annual audit certified public accountant enters the site.
Article 26 the audit committee shall urge accounting firms to be honest, trustworthy, diligent and responsible, strictly abide by business rules and industry self-discipline norms, verify and verify the company’s financial and accounting reports, and prudently express professional opinions.
Article 27 during the preparation and disclosure of the company’s annual report, the members of the audit committee shall earnestly perform their duties and work diligently in accordance with the requirements of relevant laws, administrative regulations, normative documents and the articles of association.
Article 28 during the preparation and deliberation of the annual report, members of the audit committee shall have the obligation of confidentiality. Before the disclosure of the annual report, strictly prevent the disclosure of insider information, insider trading and other illegal acts.
Article 29 the audit committee shall 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, it shall submit to the board of directors the summary report of the accounting firm engaged in the company’s audit work in this year and the resolution on renewing or changing the appointment of the accounting firm in the next year. The above documents formed by the audit committee shall be disclosed in the annual report.
Chapter VII supplementary provisions
Article 30 matters not covered in these Rules shall be implemented in accordance with relevant laws, regulations, normative documents, articles of association and other relevant provisions.
Article 31 the right to interpret these rules belongs to the board of directors of the company.
Article 32 the detailed rules shall come into force from the date of deliberation and adoption by the board of directors of the company, and the same shall apply when amending.
Anhui Huilong Agricultural Means Of Production .Co.Ltd(002556)
Board of directors
March 2022
