Shanghai Sk Automation Technology Co.Ltd(688155)
Implementation rules of the audit committee of the board of directors
Chapter I General Provisions
Article 1 in order to strengthen and standardize the decision-making function of the board of directors of Shanghai Sk Automation Technology Co.Ltd(688155) (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, according to the company law of the people’s Republic of China (hereinafter referred to as “the company law”) and the governance standards of listed companies According to the Shanghai Sk Automation Technology Co.Ltd(688155) articles of Association (hereinafter referred to as the “articles of association”) and other relevant provisions, the company hereby establishes the audit committee of the board of directors and formulates these rules.
Article 2 the audit committee is a special working body established by the board of directors, which is mainly responsible for reviewing the enterprise’s internal control, supervising the effective implementation of internal control and self-evaluation of internal control, coordinating internal control audit and other related matters.
Chapter II personnel composition
Article 3 the members of the audit committee shall be composed of three or more board members appointed by the board of directors.
Independent directors shall account for more than half of the audit committee and act as the convener, and the convener shall be an accounting professional. In principle, the members of the audit committee shall be independent of the company’s daily operation and management affairs, and shall have professional knowledge and business experience in performing the duties of the audit committee.
Article 4 the members of the audit committee shall be nominated by the chairman of the board of directors, more than half of the independent directors or one-third of all the directors, and shall be elected by the board of directors.
Article 5 members of the audit committee must meet the following conditions:
(I) it is not prohibited from serving as a director, supervisor or senior manager of the company as stipulated in the company law or the articles of Association;
(II) there has been no public condemnation or declaration of inappropriate candidates by the Shanghai Stock Exchange in the past three years;
(III) there has been no case of administrative punishment by the CSRC for major violations of laws and regulations in the past three years;
(IV) have good moral conduct and professional knowledge or working background related to human resource management, enterprise management, finance, law and so on;
(V) comply with other conditions stipulated in relevant laws, regulations or the articles of association.
Article 6 a person who does not meet the conditions for holding a post specified in the preceding Article shall not be elected as a member of the audit committee. If a member of the audit committee is unfit for the position specified in the preceding article during his term of office, the member shall resign on his own initiative or be replaced by the board of directors of the company.
Article 7 The term of office of the audit committee is the same as that of each board of directors. Upon expiration of the term of office, the members can be re elected. During the term of office, if a member is no longer suitable for the position of director of the company, he will automatically lose the qualification of member, and the board of directors will make up the number of members in accordance with Articles 3 to 5 of these rules. When the number of members of the audit committee is less than two-thirds of the specified number due to resignation or removal of members or other reasons, the board of directors of the company shall appoint new members as soon as possible. Until the number of members of the audit committee reaches two-thirds of the specified number, the audit committee shall suspend the exercise of the functions and powers specified in these rules.
Article 8 the provisions of the company law and the articles of association on the obligations of directors are applicable to the members of the audit committee. Chapter III responsibilities and authorities
Article 9 the audit committee shall perform the following duties:
（1） Supervise and evaluate the work of external audit institutions;
（2） Supervise and evaluate internal audit;
（3） Review and comment on the company’s financial report;
（4） Supervise and evaluate the company’s internal control;
（5） Coordinate the communication between management, internal audit department and relevant departments and external audit institutions;
（6） Other matters authorized by the board of directors and other matters involved in relevant 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 10 when supervising and evaluating the work of external audit institutions, the audit committee shall perform the following duties: (1) evaluate the independence and professionalism of external audit institutions, especially the impact of non audit services provided by external audit institutions on their independence;
（2） Put forward suggestions to the board of directors on hiring or replacing external audit institutions;
（3） Review the audit fees and employment terms of external audit institutions;
（4） Discuss and communicate with external audit institutions on audit scope, audit plan, audit method and audit in progress
Major events found in the plan;
（5） Monitor and evaluate the diligence of external audit institutions.
(VI) the audit committee shall hold a separate communication meeting with external audit institutions without the participation of management at least once a year. The Secretary of the board of directors may attend the meeting as nonvoting delegates.
Article 11 when supervising and evaluating internal audit, the audit committee shall perform the following duties: (1) review the company’s annual internal audit plan;
（2） Supervise and urge the implementation of the company’s internal audit plan;
（3） Review the internal audit work report, evaluate the results of internal audit work, and urge the rectification of major problems;
（4） Guide the effective operation of the internal audit department.
The internal audit department of the company shall report to the audit committee. Various audit reports submitted by the internal audit department to the management, the rectification plan and rectification of audit problems must be submitted to the audit committee at the same time.
Article 12 when reviewing the company’s financial reports and expressing opinions, the audit committee shall perform the following duties:
（1） Review the company’s financial report and put forward opinions on the authenticity, completeness and accuracy of the financial report;
（2） Focus on major accounting and audit issues of the company’s financial report, including major accounting error adjustment, major accounting policy and estimation changes, matters involving important accounting judgment, matters leading to non-standard unqualified audit report, etc;
（3） Pay special attention to the possibility of fraud, fraud and material misstatement related to financial reporting;
（4） Supervise the rectification of financial reporting problems.
Article 13 the audit committee shall perform the following duties when supervising and evaluating the internal control of the science and innovation company: (1) evaluate the appropriateness of the design of the company’s internal control system;
（2） Review the internal control self-evaluation report;
（3） Review the internal control audit report issued by the external audit institution, and communicate the problems found and improvement methods with the external audit institution;
（4） Evaluate the results of internal control evaluation and audit, and urge the rectification of internal control defects.
Article 14 the audit committee shall coordinate the communication between the management, internal audit department and relevant departments and external audit institutions, and shall perform the following duties:
（1） Coordinate the communication between management and external audit institutions on major audit issues;
（2） Coordinate the communication between internal audit department and external audit institutions and the cooperation of external audit. Chapter IV decision making procedures
Article 15 the audit committee may require the internal audit department of the company to make preparations for the decision-making of the audit committee and provide written materials from relevant parties of the company:
(I) relevant financial reports of the company;
(II) work reports of internal and external audit institutions;
(III) other relevant matters.
Article 16 at the meeting of the audit committee, the audit report provided by the internal 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 and project implementation comply with relevant laws, regulations and rules of Shanghai Stock Exchange;
(IV) other relevant matters.
Chapter V rules of procedure
Article 17 the meetings of the audit committee are divided into regular meetings and interim meetings. The audit committee shall hold at least 4 regular meetings every year and notify all members 2 days before the meeting. 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 meeting of the audit committee shall be convened and presided over by the convener of the audit committee. When the convener of the audit committee is unable or refuses to perform his duties, he shall appoint an independent director to perform his duties on his behalf.
Article 18 the meeting of the audit committee shall be held only when more than two-thirds of the members are present. The deliberation opinions put forward by the audit committee to the board of directors 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 19 the notice of the meeting shall at least include the following contents:
(I) time and place of the meeting;
(II) duration of the meeting;
(III) topics to be discussed at the meeting;
(IV) meeting contact person and contact information;
(V) date of meeting notice.
Article 20 members of the audit committee shall personally attend the meeting of the audit committee and express clear opinions on the matters under consideration. If a member is really unable to attend the meeting in person, he may submit a power of attorney signed by the member and entrust other members to attend and express their opinions on his behalf. The power of attorney must specify the scope and duration of authorization. Each member shall be entrusted by at most one member. If an independent director is really unable to attend the meeting in person, he shall entrust other independent director members to attend the meeting on his behalf.
Article 21 the power of attorney shall be signed by the principal and the principal, and shall at least include the following contents: (I) the name of the principal;
(II) name of the principal;
(III) entrusted matters;
(IV) instructions on the exercise of voting rights on the topics of the meeting (for, against, abstention) and instructions on whether the entrusted person can vote according to his own will in the absence of specific instructions;
(V) the period of authorization;
(VI) signing date of power of attorney.
Article 22 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 23 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 24 the internal auditors may attend the meeting of the audit committee as nonvoting delegates. If necessary, the directors, supervisors and senior managers of the company may also be invited to attend the meeting as nonvoting delegates.
Article 25 when the Audit Committee deems it necessary, it may invite representatives of external audit institutions, supervisors of science and innovation companies, internal auditors, financial personnel, legal advisers and other relevant personnel to attend the meeting of the Committee and provide necessary information. The expenses shall be paid by the company.
Article 26 the meeting of the audit committee shall be recorded, and the meeting minutes of the audit committee shall be made and properly kept. Members attending the meeting shall sign the minutes of the meeting. The minutes of the audit committee meeting shall be kept by the Secretary of the board of directors of the company for ten years. If the impact of relevant matters exceeds ten years, they shall continue to be retained until the impact of the matter disappears.
The deliberation opinions adopted at the meeting shall be submitted to the board of directors of the company in writing, and relevant personnel shall not disclose relevant information without authorization.
Article 27 the minutes of the meeting shall at least include the following contents:
(I) the date and place of the meeting and the name of the convener;
(II) the names of the persons attending the meeting and those entrusted by others to attend the meeting shall be specially indicated;
(III) agenda of the meeting;
(IV) key points of members’ speeches;
(V) the number of votes for or against each proposal and the result of voting;
(VI) other matters that should be explained and recorded in the meeting minutes.
Article 28 the convener of the audit committee or the Secretary of the board of directors of the company shall notify the board of directors of the proposals and voting results adopted at the meeting of the audit committee no later than the day after the resolution of the meeting takes effect.
Article 29 in the process of disclosure of major issues as stipulated in the audit rules of the listed company, the audit committee shall disclose the information of such issues in a timely manner.
Article 30 the audit committee shall put forward deliberation opinions to the board of directors of the company 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.
The company shall disclose the special opinions issued by the Audit Committee on major matters of the company in accordance with relevant laws and regulations.
Chapter VI avoidance system
Article 31 when a member of the audit committee or his immediate family or other enterprises controlled by the member of the audit committee and his immediate family have a direct or indirect interest in the topics discussed at the meeting, the member shall disclose the nature and extent of the interest to the audit committee as soon as possible.
Article 32 in case of the circumstances mentioned in the preceding article, the interested Members shall explain the relevant circumstances in detail at the meeting of the audit committee and make it clear that they withdraw from voting on their own. However, if other members of the audit committee agree after discussion that such interests will not have a significant impact on the voting matters, the interested members may participate in the voting. If the board of directors of the company considers that it is inappropriate for interested members in the preceding paragraph to participate in the voting, it may revoke the voting results of relevant proposals and require non interested members to vote on relevant proposals again.
Article 33 at the meeting of the audit committee, without counting the interested members into the quorum, the proposal shall be deliberated and a resolution shall be made. After the withdrawal of interested members, if the audit committee does not have the minimum quorum to attend the meeting, all members (including interested members) shall make resolutions on procedural issues such as submitting such proposals to the board of directors for deliberation, and the board of directors of the company shall deliberate such proposals. Article 34 the minutes and resolutions of the audit committee shall indicate that the interested members are not included in the quorum and do not participate in the voting.
Chapter VII supplementary provisions
Article 35 these Rules shall come into force after being deliberated and adopted by the board of directors.
Article 36 matters not covered in these Rules shall be handled in accordance with relevant national laws, administrative regulations, normative documents of the CSRC, rules of the Shanghai Stock Exchange and the company seal
