Lanzhou Lishang Guochao Industrial Group Co.Ltd(600738)
Annual report working system of the audit committee of the board of directors
(April 2022)
Chapter I General Provisions
Article 1 in order to further improve the corporate governance mechanism of Lanzhou Lishang Guochao Industrial Group Co.Ltd(600738) (hereinafter referred to as the "company"), strengthen the construction of internal control, strengthen the basis for the preparation of information disclosure documents, and give full play to the supervisory role of the audit committee of the board of directors (hereinafter referred to as the "Audit Committee") in the preparation and disclosure of annual reports, according to the China Securities Regulatory Commission This working system is formulated in accordance with the relevant provisions of Shanghai Stock Exchange and the Lanzhou Lishang Guochao Industrial Group Co.Ltd(600738) articles of Association (hereinafter referred to as the "articles of association") and other relevant systems and regulations, and in combination with the actual situation of the preparation and disclosure of the company's annual report.
Article 2 during the preparation and disclosure of the company's annual report, the audit committee shall earnestly perform its responsibilities and obligations in accordance with the requirements of relevant laws, administrative regulations, normative documents and this system, work diligently and responsibly, ensure the truthfulness, accuracy, integrity, timeliness and fairness of the company's annual report, and safeguard the overall interests of the company. The audit committee shall communicate and coordinate with the accounting firm responsible for the annual audit of the company (hereinafter referred to as "annual audit accounting firm") in accordance with the system.
Article 3 the audit committee shall carefully study the relevant provisions of the China Securities Regulatory Commission, Shanghai Stock Exchange and other regulatory authorities on the preparation and disclosure of annual reports, and actively participate in the training organized by them.
Article 4 when the Audit Committee exercises its functions and powers, all departments, subsidiaries and relevant personnel of the company shall actively cooperate, and shall not refuse, hinder or conceal, or interfere with the exercise of its functions and powers.
Chapter II annual report work requirements of the audit committee
Article 5 the audit committee shall perform the following main duties during the audit of the company's annual report:
(I) arrangement of audit firm;
(II) review the company's annual financial information, accounting statements and notes;
(III) supervise the implementation of the annual audit of the company by the accounting firm;
(IV) summarize and evaluate the audit work of the accounting firm;
(V) propose to hire or change an accounting firm;
(VI) other duties prescribed by the CSRC and Shanghai Stock Exchange.
Article 6 the schedule of annual report audit shall be determined by the audit committee through consultation with the accounting firm responsible for the annual audit of the company.
Article 7 after the annual audit certified public accountants enter the site, the audit committee shall strengthen communication with the annual audit certified public accountants and review the company's financial and accounting statements again after the annual audit certified public accountants issue preliminary audit opinions.
Article 8 after the CPA completes the audit of the company's annual financial report, the audit committee shall vote, form a resolution and submit it to the board of directors for deliberation.
Article 9 the audit committee must focus on the situation that the company changes its accounting firm during the audit of the annual report. In principle, the company shall not change the appointment of the annual audit accounting firm during the audit of the annual report. If it is really necessary to change the appointment, the audit committee shall meet with the predecessor and the accounting firm to be changed to make a reasonable evaluation of the practice quality of both parties, and express its opinions on the basis of judging the sufficiency of the reasons for the company's change. After the resolution of the board of directors is passed, the shareholders' meeting shall be convened to make a resolution, and the accounting firm to be changed shall be notified to attend the meeting, Present their opinions at the general meeting of shareholders. The company shall fully disclose the resolutions of the general meeting of shareholders and the statements and opinions of the changed accounting firm.
Article 10 when the audit committee renews the appointment of the annual audit accounting firm for the next year, it shall make a comprehensive and objective evaluation on the completion of the audit work of the annual audit accountant for the current year and its professional quality. After reaching a positive opinion, it shall be submitted to the board of directors for approval and held a general meeting of shareholders for deliberation; If a negative opinion is formed, an accounting firm shall be employed instead.
Article 11 when changing the appointment of the accounting firm for the next annual audit, the audit committee shall comprehensively understand and properly evaluate the predecessor and the accounting firm to be changed through meeting and communication, form opinions, submit them to the board of directors for resolution, and convene the general meeting of shareholders for deliberation.
Article 12 while submitting the financial report to the board of directors, the audit committee shall submit to the board of directors the summary report of the accounting firm engaged in the company's audit work this year and the resolution on renewing or changing the appointment of the accounting firm next year.
Article 13 the audit committee shall guide the inspection and supervision of internal control and review the work reports submitted by the inspection and supervision departments.
The audit committee shall evaluate the establishment and implementation of the company's internal control according to the company's internal control inspection and supervision report and relevant information, form an internal control self-assessment report and submit it to the board of directors for deliberation. If it is reviewed by an accounting firm, it shall also submit the verification and evaluation opinions issued by the accounting firm to the board of directors.
Article 14 If the company finds any major defect or risk in internal control during the inspection and supervision of internal control, it shall timely report to the board of directors and the audit committee, including the links, consequences, relevant accountability and remedial measures to be taken.
Article 15 the chief financial officer of the company is responsible for coordinating the communication between the audit committee and the accounting firm and actively creating necessary conditions for the audit committee to perform its duties.
Article 16 during the preparation and audit of the company's annual report, the audit committee shall urge the annual audit certified public accountants and other relevant insiders to perform the obligation of confidentiality, and shall not disclose or divulge the company's undisclosed material information without authorization.
Article 17 all communications, opinions or suggestions related to the above annual report shall be recorded in writing, signed by the parties concerned, and filed and kept by the company.
Chapter III supplementary provisions
Article 18 matters not covered in these rules of procedure shall be implemented in accordance with relevant national laws, regulations and the articles of Association; In case of any conflict between these rules of procedure and the laws and regulations promulgated by the state in the future 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 these rules of procedure shall be revised in time and submitted to the board of directors for deliberation.
Article 19 these rules of procedure shall be formulated, revised and interpreted by the board of directors of the company, and shall come into force after being reviewed and approved by the board of directors of the company.
