Hc Semitek Corporation(300323)
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 prevention and professional audit, ensure the effective supervision of the board of directors over the senior management, and further improve the corporate governance structure, in accordance with the company law of the people’s Republic of China, the governance standards for listed companies and the Hc Semitek Corporation(300323) Charter (hereinafter referred to as the “articles of association”) The company hereby establishes the audit committee of the board of directors (hereinafter referred to as the “Audit Committee”) and formulates these working rules in accordance with the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM and other relevant provisions.
Article 2 the audit committee is a special working organization established by the board of directors in accordance with the resolution of the general meeting of shareholders, which is mainly responsible for the communication, supervision and verification of the company’s internal and external audit.
Article 3 the company shall provide necessary working conditions for the audit committee and allocate special personnel or institutions to undertake the daily work of the audit committee, such as work liaison, meeting organization, material preparation and file management. When the audit committee performs its duties, the company’s management and relevant departments shall cooperate.
If the Audit Committee deems it necessary, it may hire an intermediary institution to provide professional opinions, and the relevant expenses shall be borne by the company.
Chapter II personnel composition
Article 4 the members of the audit committee shall be composed of three directors. The members shall be an odd number, with the majority of independent directors. At least one independent director among the members shall be an accounting professional. Members of the audit committee shall have professional knowledge and business experience in performing the duties of the audit committee.
The members of the audit committee shall be diligent and responsible, effectively supervise and evaluate the internal and external audit work of the company, promote the company to establish effective internal control and provide true, accurate and complete financial reports.
Article 5 the members of the audit committee shall be nominated by the chairman, more than 1 / 2 independent directors or 1 / 3 of all directors and elected by the board of directors.
Article 6 the audit committee shall have a chairman (convener), who shall be an independent director of an accounting professional, who shall be responsible for presiding over the work of the Committee; The chairman shall be elected from among the members and reported to the board of directors for approval.
Article 7 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.
Before the expiration of a member’s term of office, he shall not be removed from his post without reason unless he is prohibited from holding the post in accordance with laws and regulations, the articles of association or these detailed rules.
If any member ceases to hold the position of director of the company during the period, he will automatically lose the qualification of member. If the number of members is less than three or the proportion of independent directors is less than 1 / 2, the board of directors shall add new members in accordance with the provisions of Articles 3 to 5 above.
Article 8 the internal audit department of the company is responsible to the audit committee and reports to the audit committee.
Chapter III responsibilities and authorities
Article 9 the main responsibilities and authorities of the audit committee are as follows:
(I) guide and supervise the establishment and implementation of internal audit system;
(II) supervise and evaluate the external audit work and propose to hire or replace the external audit institution;
(III) hold a meeting at least once a quarter to review the work plan and report submitted by the internal audit department;
(IV) hold a meeting at least once a quarter to review and supervise the company’s provision for asset impairment or write off of assets;
(V) 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;
(VI) coordinate the communication between the management, internal audit department and relevant departments and external audit institutions;
(VII) review the company’s financial reports and express opinions on them;
(VIII) supervise and evaluate the company’s internal control, audit and supervise major related party transactions;
(IX) 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 (hereinafter referred to as “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. The company shall disclose the annual performance of the audit committee in the annual report, mainly including the convening of the audit committee meeting and the specific performance of duties. 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.
Article 10 the audit committee shall be responsible to the board of directors, and the proposals of the audit committee shall be submitted to the board of directors for deliberation and decision. The audit committee shall cooperate with the board of supervisors in their audit activities.
Article 11 the audit committee shall supervise the internal audit department to inspect the following matters at least once every six months, issue inspection reports and submit them to the audit committee. If it is found that the company has violations of laws and regulations and non-standard operation, it shall timely report to the Shenzhen Stock Exchange and urge the company to disclose:
(I) the implementation of high-risk investments such as the use of raised funds, provision of guarantees, related party transactions, securities investment and derivatives transactions, provision of financial assistance, purchase or sale of assets, foreign investment and other major events;
(II) the company’s large capital transactions and the capital transactions of directors, supervisors, senior managers, controlling shareholders, actual controllers and their affiliates. The audit committee shall issue a written evaluation opinion on the effectiveness of the company’s internal control according to the internal audit report and relevant materials submitted by the internal audit department, and report to the board of directors.
Article 12 If the board of directors or the audit committee considers that there are major defects or risks in the company’s internal control, the board of directors shall timely report to the Shenzhen Stock Exchange and disclose them. The company shall disclose in the announcement the major defects or risks existing in the company’s internal control, the consequences that have been or may be caused, and the measures that have been taken or are to be taken. The audit committee shall urge relevant responsible departments to formulate rectification measures and rectification time, conduct follow-up review of internal control, supervise the implementation of rectification measures, and disclose the completion of rectification in a timely manner.
Chapter IV decision making procedures
Article 13 the internal audit department of the company shall be responsible for the preliminary preparations for the decision-making of the audit committee and provide relevant materials 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 matters.
Article 14 the audit committee shall review and sign the report provided by the internal audit department at the meeting, and submit the relevant written resolution materials to the board of directors for discussion:
(I) work evaluation of external audit institutions, employment and replacement of external audit institutions;
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.
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 major shareholders, actual controllers or directors, supervisors and senior managers of the listed company. 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.
(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;
The audit committee shall review the company’s financial and accounting reports, put forward opinions on the authenticity, accuracy and integrity of the financial and accounting reports, focus on the major accounting and audit problems of the company’s financial and accounting reports, pay special attention to the possibility of fraud, fraud and major misstatement related to the financial and accounting reports, and supervise the rectification of the problems of the financial and accounting reports. (IV) work evaluation of the company’s financial department and audit department, including their principals;
(V) other relevant matters.
Chapter V rules of procedure
Article 15 the meetings of the audit committee are divided into regular meetings and interim meetings.
The audit committee shall hold a regular meeting every quarter.
An interim meeting may be convened upon the proposal of two or more members or the chairman of the audit committee. The external audit institution may request an interim meeting if it deems it necessary.
Article 16 five or three days before a regular meeting or an interim meeting is held, all members shall be notified of the time and place of the meeting, the method of holding, the cause and the topic of the meeting in writing or by communication.
Article 17 the meeting shall be presided over by the chairman. If the chairman is unable to attend, he may entrust another member (independent director) to preside over the meeting.
Article 18 the meeting of the audit committee shall be held only when more than two-thirds of the members are present.
Article 19 the voting method of the audit committee meeting is a show of hands or voting; Each member has one vote; Resolutions made at the meeting must be adopted by more than half of all members. The members of the audit committee shall attend the meeting in person or vote by communication.
Article 20 the head of the internal audit department may attend the meeting of the audit committee as nonvoting delegates, and the audit committee may invite directors, supervisors and other senior managers of the company to attend the meeting as nonvoting delegates when necessary.
Article 21 when necessary, the audit committee may employ intermediaries to provide professional opinions for its decision-making. When necessary, such intermediaries may also attend the meeting as nonvoting delegates. Relevant intermediaries need to sign a confidentiality agreement with the company. The reasonable expenses incurred due to the employment of intermediaries shall be borne by the company.
Article 22 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 23 the meeting of the audit committee shall have complete 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 for ten years.
Article 24 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 25 all personnel attending the meeting shall bear the obligation of confidentiality and shall not disclose relevant information without authorization.
Chapter VI supplementary provisions
Article 26 these working rules shall come into force from the date of deliberation and adoption by the board of directors.
Article 27 matters not covered in these Rules shall be implemented in accordance with relevant national laws, regulations, normative documents, relevant rules of Shenzhen Stock Exchange and the articles of Association; In case of any conflict between these rules and the laws, regulations, normative documents issued by the state in the future, relevant rules of Shenzhen Stock Exchange or relevant provisions of the articles of association, the above relevant provisions shall prevail.
Article 28 the right to interpret these rules belongs to the board of directors of the company.
Hc Semitek Corporation(300323) April 2022
