Leyard Optoelectronic Co.Ltd(300296)
Working system of the audit committee of the board of directors
Chapter I General Provisions
Article 1 in order to improve the governance structure of Leyard Optoelectronic Co.Ltd(300296) (hereinafter referred to as "the company"), the company hereby establishes the audit committee of the board of directors and formulates this working system in accordance with the company law of the people's Republic of China, the Leyard Optoelectronic Co.Ltd(300296) articles of Association (hereinafter referred to as "the articles of association") 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. It is responsible to the board of directors and its main responsibilities are the communication, supervision and verification of internal and external audit of the company.
Chapter II personnel composition
Article 3 the audit committee is composed of three directors, two of whom are independent directors, and at least one independent director is a professional accountant.
Article 4 the members of the audit committee shall be nominated by the chairman of the company, more than half of the independent directors or more than one-third of all directors, and elected by the board of directors.
Article 5 the audit committee shall have a chairman (convener), who shall be held by independent directors and elected by the board of directors.
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 board of directors will make up the number of members in accordance with the provisions of articles 4 and 5 above.
Chapter III responsibilities and authorities
Article 7 the audit committee shall perform the following duties:
(I) supervise and evaluate 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) coordinate the communication between the management, internal audit department and relevant departments and external audit institutions;
(VI) form deliberation opinions on the appointment or replacement of external audit institutions and put forward suggestions to the board of directors;
(VII) 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.
Article 8 when guiding and supervising the work of the internal audit department, the audit committee shall perform the following main functions and powers:
(I) guide and supervise the establishment and implementation of internal audit system;
(II) review the company's annual internal audit work plan;
(III) supervise and urge the implementation of the company's internal audit plan;
(IV) guide the effective operation of the internal audit department. The internal audit department of the company shall report to the audit committee. All kinds of audit reports, rectification plans and rectification conditions of audit problems submitted by the internal audit department to the management shall be submitted to the audit committee at the same time;
(V) report to the board of directors on the progress and quality of internal audit and major problems found;
(VI) coordinate the relationship between internal audit and external audit units such as accounting firms and national audit institutions.
Article 9 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 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 amount of capital transactions and capital transactions with 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.
Chapter IV decision making procedures
Article 10 the audit committee shall, in accordance with the regulations of the securities regulatory authority and in combination with the materials provided by the relevant departments of the company, convene a meeting to form a resolution on relevant matters and submit it to the board of directors for filing or deliberation before implementation.
Chapter V rules of procedure
Article 11 the meeting of the audit committee shall be proposed by the members of the audit committee as needed. The notice of the meeting shall be delivered to all members two days before the meeting, but it may not be subject to the time limit of the above notice in special emergencies. The meeting shall be presided over by the chairman. If the chairman is unable to attend, he may entrust another member to preside over the meeting.
Article 12 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 13 the voting method of the audit committee meeting is a show of hands or voting; In case of emergency, it can be held by means of communication voting.
Article 14 the audit committee may also invite directors, supervisors and senior managers of the company to attend the meeting as nonvoting delegates when necessary.
Article 15 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 16 the convening procedures, voting methods and resolutions adopted at the meeting of the audit committee must comply with the provisions of relevant laws and regulations, the articles of association and the working system.
Article 17 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 supplementary provisions
Article 18 the working system shall be implemented from the date of deliberation and approval by the board of directors of the company.
Article 19 matters not covered in this working system shall be implemented in accordance with relevant national laws, regulations, normative documents and the relevant provisions of the articles of association. In case of any conflict between the provisions of this system and the provisions of relevant laws, regulations, normative documents and the articles of association, or with the mandatory provisions of future laws, regulations and normative documents, the provisions of laws, regulations, normative documents and the articles of association shall prevail.
Article 20 the right to interpret the working system belongs to the board of directors of the company.
Leyard Optoelectronic Co.Ltd(300296) April 2022
