Jiangsu Bide Science And Technology Co.Ltd(605298) detailed rules for the implementation of the audit committee of the board of directors
April 2022
Jiangsu Bide Science And Technology Co.Ltd(605298)
Implementation rules of the audit committee of the board of directors
General provisions
Article 1 in order to strengthen the decision-making function of the board of directors of Jiangsu Bide Science And Technology Co.Ltd(605298) (hereinafter referred to as “the company” or “the company”), strengthen 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 securities law of the people’s Republic of China, the governance standards of listed companies and the basic norms of internal control of enterprises The company has established the audit committee of the board of directors and formulated these implementation rules in accordance with the Listing Rules of Shanghai Stock Exchange, the self regulatory guidelines for listed companies of Shanghai Stock Exchange No. 1 – standardized operation, the Jiangsu Bide Science And Technology Co.Ltd(605298) articles of Association (hereinafter referred to as the “articles of association”) and other relevant laws, administrative regulations and normative documents.
Article 2 the audit committee is a special working organization established by the board of directors in accordance with the resolutions of the general meeting of shareholders. It is mainly responsible for the communication, supervision and verification of the company’s internal and external audit, is responsible to the board of directors and reports to the board of directors.
Chapter I personnel composition
Article 3 the audit committee is composed of three directors. Independent directors shall account for more than half of the members of the committee, and at least one independent director shall be an accounting professional. In principle, the members of the audit committee shall be independent of the daily operation and management of the listed company.
Article 4 the convener and members of the audit committee shall be nominated by the chairman of the board, 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 convener, who shall be an independent director member, who shall be responsible for presiding over the work of the audit committee.
Article 6 the main responsibilities and authorities of the convener of the audit committee are:
(I) preside over the meeting of the Committee and sign and issue the resolutions of the meeting;
(II) propose to convene an interim meeting;
(III) lead the committee to ensure its effective operation and perform its duties;
(IV) ensure that the Committee has a clear and definite conclusion on each topic discussed (the conclusion includes approval, rejection or reconsideration of supplementary materials);
(V) determine the agenda of each committee meeting;
(VI) ensure that all members at the meeting of the Committee understand the matters discussed by the committee, and ensure that all members receive complete and reliable information;
(VII) other functions and powers specified in these detailed rules.
Article 7 The term of office of the members of the audit committee is the same as that of the directors. Upon expiration of their term of office, members may be re elected. During this period, if a member no longer holds the position of director or independent director of the company, he will automatically lose the qualification of member, and the board of directors will make up the member in accordance with the provisions of these rules.
Article 8 the main responsibilities and authorities of the committee members are as follows:
(I) attend the meeting of the Committee on time, express opinions on the matters discussed at the meeting and exercise the right to vote;
(II) propose topics to be discussed at the meeting of the Committee;
(III) in order to perform their duties, they can attend or sit in on the relevant meetings of the company, conduct investigation and research, and obtain the required reports, documents, materials and other relevant information;
(IV) fully understand the responsibilities of the Committee and his own responsibilities as a member of the committee, be familiar with the operation and management status, business activities and development of the company related to his duties, and ensure his ability to perform his duties;
(V) ensure the full performance of their duties and energy;
(VI) other functions and powers specified in these detailed rules.
Chapter II responsibilities and authorities
Article 9 the main responsibilities and authorities of the audit committee are:
(I) supervise and evaluate the external audit work and propose to hire or replace the accounting firm;
(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) other matters authorized by the board of directors and other matters involved in relevant laws and regulations.
Article 10 the responsibilities of the audit committee to supervise and evaluate the work of external audit institutions shall at least include the following aspects:
(I) evaluate the independence and professionalism of external audit institutions, especially the impact of non audit services provided by external audit institutions on their independence;
(II) propose to the board of directors to hire or replace the external audit institution;
(III) review the audit fees and employment terms of the external audit institution;
(IV) discuss and communicate with external audit institutions on audit scope, audit plan, audit methods and major matters found in the audit;
(V) supervise and evaluate whether the external audit institutions are diligent and responsible.
The audit committee shall hold a separate communication meeting with the external audit institution 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 the responsibilities of the audit committee to guide the internal audit work must at least include the following aspects: (I) reviewing the company’s annual internal audit work plan;
(II) supervise and urge the implementation of the company’s internal audit plan;
(III) review the internal audit work report, evaluate the results of internal audit work, and urge the rectification of major problems;
(IV) 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 the duties of the audit committee to review the company’s financial reports and express opinions on them must at least include the following aspects:
(I) review the company’s financial report and put forward opinions on the authenticity, completeness and accuracy of the financial report;
(II) 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;
(III) pay special attention to the possibility of fraud, fraud and material misstatement related to financial reporting;
(IV) supervise the rectification of financial reporting problems, urge relevant responsible departments of the company to formulate rectification measures and rectification time, conduct follow-up review, supervise the implementation of rectification measures, and disclose the completion of rectification in time.
Article 13 the responsibility of the audit committee to evaluate the effectiveness of internal control must at least include the following aspects:
(I) evaluate the appropriateness of the company’s internal control system design;
(II) review the internal control self-evaluation report;
(III) review the internal control audit report issued by the external audit institution, and communicate with the external audit institution the problems found and the improvement methods;
(IV) evaluate the results of internal control evaluation and audit, and urge the rectification of internal control defects.
Article 14 the responsibilities of the audit committee in coordinating the communication between the management, internal audit department and relevant departments and external audit institutions include:
(I) coordinate the communication between the management and external audit institutions on major audit issues;
(II) coordinate the communication between internal audit department and external audit institutions and the cooperation of external audit.
Article 15 the audit committee shall be responsible to the board of directors. The proposal of the audit 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.
The audit committee shall provide all research, discussion, materials and information to the board of directors in the form of reports, suggestions and summaries for research and decision-making.
Chapter III rules of procedure
Article 16 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 two or more members of the audit committee. The Secretary of the board of directors of the company shall notify all members three days before the meeting is held, but with the unanimous consent of all members, the aforesaid notice period can be exempted. The meeting shall be presided over by the convener of the audit committee. If the convener is unable to attend, he may entrust an independent director to preside over the meeting.
Article 17 the meeting of the audit committee shall be held only when more than two-thirds of the members (including those who entrust other members to attend the meeting in writing) are present; Each member has one vote; Resolutions made at the meeting must be adopted by more than half of all members.
Article 18 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 19 the audit committee may invite the directors, supervisors and other senior managers of the company to attend the meeting as nonvoting delegates when necessary.
Article 20 if necessary, the audit committee may employ an intermediary institution to provide professional advice for its decision-making. Therefore, the reasonable expenses incurred shall be paid by the company.
Article 21 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 implementation rules.
Article 22 the meeting of the audit committee shall have 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 in accordance with the company’s file management system.
Article 23 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 24 all members attending the meeting shall be obliged to keep confidential the items discussed at the meeting and shall not disclose relevant information without authorization.
Chapter IV coordination and communication
Article 25 during the recess of the board of directors, if the audit committee needs to submit major or special matters to the board of directors for research, it can submit a written report to the board of directors through the Secretary of the board of directors, and suggest the chairman of the board of directors to convene a meeting of the board of directors for discussion.
Article 26 any written report submitted by the senior management to the audit committee shall be signed and issued by the general manager or the senior management in charge of relevant matters and submitted to the audit committee through the Secretary of the board of directors or the office of the board of directors.
Article 27 the written report submitted by the audit committee to the board of directors shall be signed and issued by the convener himself or its authorized members and submitted to the board of directors through the Secretary of the board of directors.
Article 28 during the adjournment of the audit committee, if the senior managers of the company have major or special matters, they can submit a written report to the audit committee through the Secretary of the board of directors or the office of the board of directors, and suggest the convener of the audit committee to convene a meeting for discussion.
Article 29 the audit committee shall report to the board of directors the work of the Audit Committee since the last regular meeting of the board of directors, or make a special report on a certain issue.
Chapter V supplementary provisions
Article 30 Unless otherwise specified, the terms used in these implementation rules have the same meaning as those in the articles of association.
Article 31 the formulation and amendment of the detailed rules shall take effect after being approved by the board of directors.
Article 32 matters not covered in these Implementation Rules shall be implemented in accordance with relevant national laws, regulations and the articles of Association; In case of any conflict between the implementation rules and national laws and regulations or the articles of association modified by legal procedures, the provisions of relevant national laws, regulations and the articles of association shall be implemented, and the implementation rules shall be revised immediately and submitted to the board of directors of the company for deliberation and approval.
Article 33 the board of directors of the company reserves the right to amend and interpret these implementation rules.
Jiangsu Bide Science And Technology Co.Ltd(605298) April 2022
