Guangdong Kitech New Material Holding Co.Ltd(300995)
Working rules of the audit committee of the board of directors
Chapter I General Provisions
Article 1 in order to strengthen the internal control system of Guangdong Kitech New Material Holding Co.Ltd(300995) (hereinafter referred to as the “company”), improve the internal control ability, ensure the effective supervision of the board of directors over the management, and improve the corporate governance structure, in accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the governance standards of listed companies, the Guangdong Kitech New Material Holding Co.Ltd(300995) 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 working rules.
Article 2 the audit committee of the board of directors is a special working organization established by the board of directors in accordance with relevant laws and regulations, which is mainly responsible for the communication between the internal and external audit of the company, and supervising the internal control system and its implementation of the company.
Chapter II personnel composition
Article 3 the members of the audit committee are composed of three directors, including two independent directors. At least one independent director among the members is a professional accountant.
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 more than one-third of all the directors, and shall be elected by the board of directors.
Article 5 the audit committee shall have a chairman (convener), who shall be an independent director member with accounting specialty, 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 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. The board of directors shall add new members in accordance with the articles of association and these detailed rules.
Article 7 the Audit Department of the company is the daily office of the audit committee, which is mainly responsible for the communication, supervision and verification of internal and external audit of the company.
Chapter III responsibilities and authorities
Article 8 the main responsibilities and authorities of the audit committee are as follows:
(I) supervise and evaluate the work of 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) 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 9 the audit committee shall be responsible to the board of directors, and the proposals of the committee shall be submitted to the board of directors for deliberation and decision. The audit committee shall cooperate with the board of supervisors in the audit activities.
Article 10 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 11 the audit committee of the board of directors 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 whether there are fraud, fraud and the possibility of major misstatement related to the financial and accounting reports, and supervise the rectification of the problems of the financial and accounting reports.
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 12 the audit committee of the company shall urge the relevant responsible departments of the company to formulate rectification measures and rectification time, conduct follow-up review, supervise the implementation of rectification measures, and timely disclose the completion of rectification. Article 13 the company shall disclose the annual performance of the audit committee in its annual report, mainly including the convening of the audit committee meeting and the specific performance of its 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 14 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 stock exchange and urge the company to disclose:
（1） 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; （2） The company’s large 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.
Article 15 the board of directors or its audit committee shall issue an annual self-evaluation report on internal control according to the evaluation report and relevant materials issued by the internal audit department. The internal control self-evaluation report shall at least include the following contents:
（1） Statement of the board of directors on the authenticity of the internal control report;
（2） Overall situation of internal control evaluation;
（3） Basis, scope, procedures and methods of internal control evaluation;
（4） Defects and identification of internal control;
（5） Rectification of internal control defects of the previous year;
（6） Proposed rectification measures for internal control defects of this year;
（7） Conclusion on the effectiveness of internal control.
Chapter IV decision making procedures
Article 16 the Audit Department of the company shall be responsible for the preliminary preparations for the decision-making of the audit committee and provide the written materials of relevant parties 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 17 the audit committee meeting shall evaluate the report provided by the audit working group 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;
(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;
(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 18 the meeting of the audit committee is divided into regular meeting and interim meeting. The regular meeting shall be held at least four times a year and once a quarter. The interim meeting shall be proposed by the members of the audit committee. In principle, the meeting of the audit committee shall be notified to all members two days before the meeting. 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 19 the meeting of the audit committee shall be held only when more than two-thirds of the members are present; The voting at the meeting of the audit committee shall implement the one person one vote system; Resolutions made by the audit committee shall be approved by more than half of all members.
Article 20 members of the audit committee may attend the meeting in person or entrust other members to attend the meeting and exercise their voting rights on their behalf. The members of the audit committee can only entrust one other member to exercise the voting rights on their behalf at a time. If two or more members are entrusted to exercise the voting rights on their behalf, the entrustment is invalid.
Article 21 If a member of the audit committee entrusts other members to attend the meeting and exercise voting rights on his behalf, he shall submit a power of attorney to the chairman of the meeting. The power of attorney shall indicate the authority and matters entrusted, and shall be signed by both the principal and the entrusted. The valid power of attorney shall be submitted to the chairman of the meeting no later than before the voting of the meeting. The power of attorney shall at least include the following contents:
(I) name of the client;
(II) name of the principal;
(III) entrusted matters;
(IV) instructions on the exercise of voting rights on the topics of the meeting (for, against and abstention) and instructions on whether the entrusted person can vote according to his own will in the absence of specific instructions;
(V) signature and date of signature of the client.
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 to have waived his voting right at the meeting.
Article 23 If a member of the audit committee neither attends the meeting nor entrusts other members to attend the meeting for two consecutive times, he shall be deemed unable to properly perform his functions and powers, and the board of directors may remove him from his post.
Article 24 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. Members’ voting intentions are divided into consent, objection and abstention. The members attending the meeting shall choose one of the above intentions. If they fail to choose or choose more than two intentions at the same time, the chairman of the meeting shall ask the relevant members to choose again. If they refuse to choose, they shall be deemed to have abstained; Those who leave the venue halfway and do not return without making a choice shall be deemed to have abstained; If no vote is taken before the end of the voting time limit set by the meeting, it shall be deemed as abstention. Article 25 after the voting is completed, the voting results of all members shall be collected and counted in time. If a meeting is held on site, the host of the meeting shall announce the statistical results on the spot; In case of off-site voting, the chairman of the meeting shall notify the members of the voting results in writing no later than the next day after the expiration of the limited voting time limit.
Article 26 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 27 the relevant departments of the company may attend the meeting of the audit committee as nonvoting delegates. If necessary, the company’s directors, supervisors, senior managers and relevant experts may also be invited to attend the meeting as nonvoting delegates.
Article 28 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 29 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 30 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 Secretary of the board of directors of the company for a period of not less than ten years.
Article 31 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 32 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 33 these working rules shall be implemented from the date of adoption of the resolution of the board of directors.
Article 34 in these detailed rules, “above” includes the number, and “more than half” does not include the number.
Article 35 matters not covered in these Rules shall be implemented in accordance with relevant national laws, regulations and the articles of Association; In case of any conflict between these detailed rules and the laws and regulations promulgated by the state in the future, the provisions of relevant national laws and regulations shall prevail, and these Detailed Rules shall be revised immediately and submitted to the board of directors for deliberation and approval.
Article 36 the right to interpret these rules belongs to the board of directors of the company.
Guangdong Kitech New Material Holding Co.Ltd(300995) April 15, 2022
