Keeson Technology Corporation Limited(603610)
Rules of procedure 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 of Keeson Technology Corporation Limited(603610) (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 (hereinafter referred to as the “company law”), the articles of association of Keeson Technology Corporation Limited(603610) 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 with the approval of the general meeting of shareholders, which is mainly responsible for the communication, supervision and verification of internal and external audit of the company.
The company shall provide necessary working conditions for the audit committee of the board of directors, 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 3 the members of the audit committee are composed of three directors, with the majority of independent directors. At least one independent director among the members is a professional accountant. Members of the audit committee shall have professional knowledge and experience in performing the duties of the audit committee.
In principle, the members of the audit committee shall be independent of the daily operation and management of the company. 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 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 the audit committee shall have a chairman (convener), who shall be an independent director and be responsible for presiding over the work of the Committee; The chairman is elected by a half majority of the members.
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 committee will make up the number of members according to the provisions of Articles 3 to 5 above.
Article 7 the Audit Department of the company is the daily office of the audit committee, which is responsible for daily work liaison and meeting organization. The audit department shall inspect and supervise the establishment and implementation of the company’s internal control system and the authenticity and integrity of the company’s financial information, be responsible to the audit committee and report to the audit committee.
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) coordinate the communication between the management, internal audit department and relevant departments and external audit institutions;
(IV) review the company’s financial report and express opinions on it;
(V) supervise and evaluate the company’s internal control;
(VI) continuously pay attention to the actual management and use of the raised funds;
(VII) other matters authorized by the board of directors of the company and other matters involved in laws, regulations and relevant provisions of the 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 audit activities of the board of supervisors.
Article 10 if the directors, supervisors and senior managers of the company find that there are false records, misleading statements or major omissions in the financial and accounting report issued by the company and point out to the board of directors and the board of supervisors that the financial and accounting report of the company has false records, misleading statements or major omissions, and the company discloses the above relevant information in accordance with relevant regulations, they shall disclose the major problems existing in the financial and accounting report and the consequences that have been or may be caused in the announcement, And the measures taken or to be taken. The audit committee of the board of directors 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.
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 11 unless otherwise provided by laws and regulations, 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 the inspection finds that the company has violations of laws and regulations, non-standard operation and other circumstances, it shall report to the stock exchange in time:
(I) the implementation of major events 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 so on;
(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. If the board of directors or the audit committee considers that there are major defects or risks in the company’s internal control, or the sponsor or accounting firm points out that there are major defects in the effectiveness of the company’s internal control, the board of directors shall timely report to the stock exchange and disclose them. The company shall disclose in the announcement the major defects or risks in internal control, the consequences that have been or may be caused, and the measures that have been taken or are to be taken.
Chapter IV decision making procedures
Article 12 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;
(IV) information disclosed by the company;
(V) audit report on major related party transactions of the company;
(VI) other relevant matters.
Article 13 the audit committee meeting shall evaluate the report provided by the audit working group and submit 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 audit committee of the board of directors shall form a review opinion and make suggestions to the board of directors before the board of directors can review relevant proposals.
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 terms 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.
(II) whether the company’s internal audit system has been effectively implemented and whether the company’s financial report is comprehensive and true; The audit committee shall perform the following duties in supervising and evaluating internal audit:
1. Guide and supervise the establishment and implementation of internal audit system;
2. Review the company’s annual internal audit work plan;
3. Supervise and urge the implementation of the company’s internal audit plan;
4. Guide the effective operation of the internal audit department. The internal audit department of the company shall report its work to the audit committee, and 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;
5. Report the progress and quality of internal audit and major problems found to the board of directors;
6. Coordinate the relationship between the internal audit department and external audit units such as accounting firms and national audit institutions.
(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.
While disclosing the annual report, the company shall disclose the annual performance of the audit committee of the board of directors on the website of the stock exchange, mainly including its performance of duties and the convening of the meeting of the audit committee.
(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 14 the meeting of the audit committee is divided into regular meeting and interim meeting. The regular meeting shall be held at least twice a year and once every half a year. The interim meeting shall be proposed by the members of the audit committee. All members shall be notified five 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 15 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 16 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 17 members of the audit working group may attend the meeting of the audit committee as nonvoting delegates, and may also invite directors, supervisors, general manager and other senior managers of the company to attend the meeting as nonvoting delegates when necessary.
Article 18 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 19 the convening procedures, voting methods and proposals adopted at the meeting of the audit committee must comply with the provisions of relevant laws, regulations, the articles of association and these implementation rules.
Article 20 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.
Article 21 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 22 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 23 unless otherwise specified, the terms used in these rules have the same meaning as those in the articles of association.
Article 24 these Rules shall come into force as of the date of deliberation and adoption by the board of directors.
Article 25 in case of any matters not covered in these rules or conflict with the provisions of the laws, regulations, the articles of association and the rules of procedure of the board of directors promulgated or amended after the rules come into force, the provisions of the laws, regulations, the articles of association and the rules of procedure of the board of directors shall prevail.
Article 26 the power of interpretation and modification of these rules belongs to the board of directors.
