Beijing Originwater Technology Co.Ltd(300070)
Rules of procedure of special committees of the board of directors
(April 2022)
1、 Working rules of the audit committee of the board of directors
Chapter I General Provisions
Article 1 in order to strengthen the decision-making ability of the board of directors of Beijing Originwater Technology Co.Ltd(300070) (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 of the company, in accordance with the company law of the people’s Republic of China, the governance standards for listed companies, the Beijing Originwater Technology Co.Ltd(300070) articles of Association (hereinafter referred to as the “articles of association”) and other relevant provisions, and in combination with the actual situation of the company, The company establishes the audit committee of the board of directors (hereinafter referred to as the “Audit Committee”) and formulates these working rules.
Article 2 the audit committee is a special institution under the board of directors, which is mainly responsible for the communication, supervision and verification of the company’s internal and external audit, reporting to the board of directors and being responsible to the board of directors.
Chapter II personnel composition
Article 3 the members of the audit committee shall be composed of no less than three directors and elected by more than half of the board of directors, of which no less than half are independent directors and one independent director is the chairman. Members of the audit committee shall have professional knowledge and business experience in performing the duties of the audit committee. Article 4 the audit committee shall have a chairman, who shall be elected by the members and served by independent directors. The chairman shall be an accounting professional. The chairman of the audit committee shall be responsible for convening and presiding over the meeting of the audit committee. When the chairman is unable or unable to perform his duties, he shall appoint another member to perform his duties on his behalf. Article 5 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. The members can be re elected upon expiration of their term of office. During the term of office, if a member no longer holds the post of director, he will automatically lose the qualification of committee member, and the board of directors will make a by election in accordance with the relevant provisions of these rules.
Article 6 the office of the board of directors of the company is responsible for the daily work liaison and meeting organization of the audit committee, and the Audit Department of the company is the supporting organization for the daily work of the audit committee. When the audit committee performs its duties, the company’s management and relevant departments shall actively cooperate. The person in charge of the audit department can attend the meeting of the audit committee as nonvoting delegates and accept the leadership of the audit committee in his work.
Chapter III responsibilities
Article 7 the audit committee mainly performs the following duties:
(I) supervise and evaluate the external audit work and propose to hire or replace the external audit institution;
(II) supervise and evaluate the internal audit work, guide and supervise the establishment and implementation of the company’s internal audit system;
(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.
Article 8 when the company hires or replaces an external audit institution, the board of directors can consider relevant proposals only after the audit committee forms deliberation opinions and puts forward suggestions to the board of directors.
Article 9 the audit committee shall pay special attention to the possibility of accounting fraud and the integrity of the company’s financial report, and whether the audit committee shall pay special attention to the authenticity of the company’s financial report.
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 contracts 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 10 the audit committee shall inspect the semi annual and annual financial reports before they are submitted to the board of directors and put forward specific opinions to the board of directors. The inspection shall include but not limited to the following aspects:
(I) any change in accounting policies and accounting estimates;
(II) audit items and methods
(III) obvious adjustments made through audit;
(IV) assumption of continued use;
(V) compliance with accounting standards;
(VI) compliance with securities trading and legal provisions.
After carrying out the above necessary inspection, a written opinion shall be submitted to the board of directors, including but not limited to the following contents: (I) the work of the external audit institution and the evaluation of the audit results;
(II) evaluation of the implementation of the company’s internal audit system and the authenticity and integrity of the company’s financial report; (III) opinions on the compliance and objective authenticity of the company’s financial information disclosure;
(IV) review opinions on the implementation of major related party transactions and investment projects of the company;
(V) work evaluation of the company’s internal audit organization, financial department and financial principal;
Article 11 the audit committee shall be responsible to the board of directors and report its work. After deliberation and forming opinions and suggestions, the audit committee shall submit them to the board of directors for deliberation.
Chapter IV Rules of procedure
Article 12 the audit committee shall be convened at least once every six months and every year, and may be convened irregularly according to the actual operation of the company. The notice of the meeting shall be delivered to all members three days before the meeting. In case of emergency, it is not subject to the above notice time limit.
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. The resolutions or concluding opinions made at the meeting shall be made with the opinions of more than half of the members present. The objections raised by the dissenting members shall also be listed and reported to the board of directors of the company.
If a member of the audit committee neither attends the meeting in person nor entrusts other members to attend the meeting on his behalf, he shall be deemed not to attend the relevant meeting. If a member fails to attend the meeting for two consecutive times, it shall be deemed that he is unable to properly perform his functions and powers, and the board of directors of the company may revoke his duties as a member.
Article 14 the audit committee may invite other directors, supervisors and senior managers, and relevant personnel of the audit department and the finance department to attend the meeting as nonvoting delegates. All personnel attending the meeting are obliged to keep confidential the matters discussed at the meeting and shall not disclose relevant information without authorization.
Article 15 the audit committee may authorize its individual members to complete a certain inspection alone or jointly, or guide and arrange the audit department to complete the corresponding inspection, but the final opinion issued to the board of directors shall be discussed or countersigned by the members of the audit committee. If any member holds different opinions, such different opinions shall be indicated. 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 borne by the company.
Article 17 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 office of the board of directors of the company.
Article 18 the voting, opinions and suggestions of the audit committee meeting shall be submitted to the board of directors of the company in writing.
Chapter V supplementary provisions
Article 19 matters not covered in these Rules shall be implemented in accordance with relevant laws, administrative regulations, normative documents and the articles of association. In case of any conflict between the working rules and the laws, administrative regulations and normative documents issued by the state in the future or the revised articles of association, the provisions of relevant national laws, administrative regulations and normative documents and the articles of association shall be implemented, and the rules shall be revised in time and submitted to the board of directors for deliberation and approval.
Article 20 the board of directors shall be responsible for the interpretation of these rules.
Article 21 these Detailed Rules shall come into force as of the date of adoption of the resolution of the board of directors.
2、 Working rules of the strategy and Investment Committee of the board of directors
Chapter I General Provisions
Article 1 in order to meet the needs of the sustainable and healthy development of Beijing Originwater Technology Co.Ltd(300070) (hereinafter referred to as “the company”), strengthen the strategic planning management, improve the corporate governance structure and improve the scientificity of the decision-making of the board of directors, according to the company law of the people’s Republic of China, the standards for the governance of listed companies, the Beijing Originwater Technology Co.Ltd(300070) articles of Association (hereinafter referred to as “the articles of association”) and other relevant provisions, and in combination with the actual situation of the company, The company establishes the strategy and Investment Committee of the board of directors (hereinafter referred to as the “strategy and Investment Committee”) and formulates these working rules.
Article 2 the strategy and Investment Committee is a special organization under the board of directors, which is mainly responsible for studying and making suggestions on the company’s development strategic planning, major investment decisions and other matters, reporting to the board of directors and being responsible to the board of directors.
Chapter II personnel composition
Article 3 the members of the strategy and Investment Committee shall be composed of not less than three directors and elected by more than half of the board of directors, including at least one independent director.
Article 4 the strategy and Investment Committee shall have a chairman, who shall be elected by the members. The chairman of the strategy and Investment Committee is responsible for convening and presiding over the meeting of the strategy and Investment Committee. When the chairman is unable or unable to perform his duties, he shall appoint another member to perform his duties on his behalf.
Article 5 The term of office of the members of the strategy and Investment Committee is the same as that of the directors of the same board of directors. The members can be re elected upon expiration of their term of office. During the term of office, if a member no longer holds the post of director, he will automatically lose the qualification of committee member, and the board of directors will make a by election in accordance with the relevant provisions of these rules.
Article 6 the office of the board of directors of the company is responsible for the daily work liaison and meeting organization of the strategy and Investment Committee, and the business planning department of the company is the supporting organization for the daily work of the strategy and Investment Committee.
Chapter III responsibilities
Article 7 the strategy and Investment Committee is responsible to the board of directors and has the following responsibilities:
(I) continuously study the industry management system and policies, the development trend of the industry and the upstream and downstream product market at home and abroad, study the medium and long-term development strategy of the company, and submit reports and proposals to the board of directors;
(II) pre review the major investment projects subject to the approval of the board of directors or the general meeting of shareholders according to the development strategy and investment management system formulated by the company, and put forward review opinions and suggestions to the board of directors;
(III) inspect and supervise the progress of investment projects approved by the general meeting of shareholders and the board of directors, find problems, put forward corrective opinions, and timely notify all directors;
(IV) study other major issues affecting the development of the company and put forward proposals to the board of directors; (V) other matters authorized by the board of directors.
Article 8 any decision or resolution made by the strategy and Investment Committee shall not be submitted to relevant departments for implementation without the deliberation and approval of the board of directors. The opinions and suggestions on major investment projects subject to the approval of the board of directors or the general meeting of shareholders shall be attached with the following necessary information and analysis:
(I) review and explanation of the intention of major investment and financing, capital operation and asset operation projects, preliminary feasibility report and basic information of partners reported by the relevant departments of the company or the person in charge of the holding (joint-stock) enterprise;
(II) the information that the strategy and Investment Committee deems necessary to supplement the investigation and the investigation description of such information;
(III) the strategy and Investment Committee considers it necessary to pay attention to the risks analyzed and the analysis and description of these risks.
Chapter IV Rules of procedure
Article 9 the strategy and Investment Committee shall hold irregular meetings every year according to the actual operation of the company. The notice of the meeting shall be delivered to all members three days before the meeting. In case of emergency, it is not subject to the above notice time limit.
Article 10 the meeting of the strategy and Investment Committee shall be held only when more than two-thirds of the members are present. Each member has one vote. The resolutions or concluding opinions made at the meeting shall be made with the opinions of more than half of the members present. The objections raised by the dissenting members shall also be listed and reported to the board of directors of the company.
If a member of the strategy and Investment Committee neither attends the meeting in person nor entrusts other members to attend the meeting on his behalf, he shall be deemed not to attend the relevant meeting. If a member fails to attend the meeting for two consecutive times, it shall be deemed that he is unable to properly perform his functions and powers, and the board of directors of the company may revoke his duties as a member.
Article 11 other directors, supervisors and senior managers may be invited to attend the meeting of the strategy and Investment Committee as required. All personnel attending the meeting are obliged to keep confidential the matters discussed at the meeting and shall not disclose relevant information without authorization.
Article 12 the proposals adopted at the meeting of the strategy and Investment Committee must comply with the provisions of relevant laws, regulations and the articles of association.
Article 13 if necessary, the strategy and Investment Committee may hire an intermediary to provide professional advice for its decision-making, and the expenses shall be borne by the company.
Article 14 the meeting of the strategy and Investment 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 office of the board of directors of the company.
The opinions and suggestions of the strategy and Investment Committee of the company shall be submitted in written form.
Chapter V supplementary provisions
Article 15 matters not covered in these Rules shall be implemented in accordance with relevant laws, administrative regulations, normative documents and the articles of association. In case of any conflict between the working rules and the laws, administrative regulations and normative documents issued by the state in the future or the revised articles of association, the provisions of relevant national laws, administrative regulations and normative documents and the articles of association shall be implemented, and the rules shall be revised in time and submitted to the board of directors for deliberation and approval.
Article 16 the detailed rules shall be interpreted by the board of directors.
Article 17 these Detailed Rules shall come into force as of the date of adoption of the resolution of the board of directors.
3、 Working rules of the nomination committee of the board of directors
Chapter I General Provisions
Article 1 in order to standardize the selection and appointment of directors and senior managers of Beijing Originwater Technology Co.Ltd(300070) (hereinafter referred to as “the company”), optimize the composition of the board of directors and improve the corporate governance structure, the company establishes directors in accordance with the company law of the people’s Republic of China, the governance standards of listed companies, the Beijing Originwater Technology Co.Ltd(300070) articles of Association (hereinafter referred to as “the articles of association”) and other relevant provisions, and in combination with the actual situation of the company
