Shunya International Martech (Beijing) Co.Ltd(300612) marketing technology (Beijing) Co., Ltd. board of directors audit committee working system
Article 1 in order to strengthen the decision-making function of the board of directors of Shunya International Martech (Beijing) Co.Ltd(300612) marketing technology (Beijing) Co., Ltd. (hereinafter referred to as “the company”) and realize the effective supervision of the company’s financial revenue and expenditure and various business activities, the company has set up an audit committee under the board of directors (hereinafter referred to as “the audit committee” or “the committee”). The audit committee of the board of directors 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 2 in order to ensure that the audit committee carries out its work in a standardized and efficient manner, the board of directors of the company formulates this working system in accordance with the company law, the standards for the governance of listed companies and other relevant provisions.
Article 3 the audit committee shall perform its functions and powers independently in accordance with the articles of association and the working system, and shall not be interfered by any other department or individual of the company.
Chapter II personnel composition
Article 4 the audit committee is composed of three directors, two of whom are independent directors, and at least one independent director shall be an accounting professional.
The members of the audit committee shall be nominated by the chairman, more than half of the independent directors or more than one-third of the directors and elected by the board of directors.
Article 5 the audit committee shall have a chairman (convener), who shall be an independent director who is an accounting professional, and shall be responsible for presiding over the work of the Committee. The chairman of the audit committee shall be responsible for convening and presiding over the meetings of the audit committee. When the chairman of the audit committee is unable or unable to perform his duties, he shall appoint another member to perform his duties on his behalf; When the chairman of the audit committee neither performs his duties nor designates other members to perform his duties, any member can report the relevant situation to the board of directors of the company, and the board of directors of the company designates a member to perform the duties of the chairman of the audit committee.
Article 6 The term of office of the members of the audit committee is the same as that of the directors of the same board of directors. Upon expiration of their term of office, they can be re elected. Before the expiration of the term of office of the members of the audit committee, they shall not be dismissed without reason unless they are not allowed to hold office as stipulated in the company law, the articles of association or the working system.
If any member of the audit committee no longer holds the position of director of the company during the period, he will automatically lose the qualification of member of the audit committee.
Article 7 if the number of members of the audit committee is less than two-thirds of the required number due to resignation or removal of members or other reasons, the board of directors of the company shall add new members as soon as possible. Until the number of members of the audit committee reaches two-thirds of the specified number, the audit committee shall suspend the exercise of the functions and powers specified in the working system. Article 8 the provisions of the company law and the articles of association on the obligations of directors are applicable to the members of the audit committee. Article 9 the audit department under the audit committee is the daily office, which is responsible for daily work liaison and meeting organization.
Chapter III responsibilities and authorities
Article 10 the audit committee shall mainly exercise the following functions and powers:;
（1） Supervise and evaluate the external audit work, and propose to hire or replace the external audit institution;
（2） Supervise and evaluate the internal audit work, and be responsible for the coordination of internal audit and external audit;
（3） Review the company’s financial information and its disclosure;
（4） Supervise and evaluate the company’s internal control;
（5） Be responsible for other matters authorized by laws and regulations, the articles of association and the board of directors.
Article 11 when guiding and supervising the work of the audit department, the audit committee shall perform the following main duties:
(I) guide and supervise the establishment and implementation of internal audit system;
(II) hold a meeting at least once a quarter to review the work plan and report submitted by the internal audit department;
(III) report to the board of directors at least once a quarter, including the progress, quality and major problems found in the internal audit;
(IV) coordinate the relationship between the audit department and external audit units such as accounting firms and national audit institutions.
Article 12 the audit committee shall supervise the audit department to inspect the following matters at least once every six months, issue inspection reports and submit them to the audit committee. If a listed company is found to be in violation of laws and regulations and non-standard operation, it shall timely report to the bourse and urge the listed 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.
Article 13 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.
Article 14 the audit committee shall cooperate with the supervisory audit activities of the board of supervisors.
Article 15 when the audit committee performs its duties, the relevant departments of the company shall cooperate, and the necessary expenses shall be borne by the company.
Chapter IV convening and notification of meetings
Article 16 the audit committee is divided into regular meetings and interim meetings. The regular meeting shall be held at least once a year, and all members shall be notified five days before the meeting; The chairman of the board of directors of the company, the chairman of the audit committee or two or more (including two) members jointly may request to convene an interim meeting of the audit committee.
Article 17 the voting method of the audit committee meeting is: written voting. On the premise of ensuring that members can fully express their opinions, the audit committee meeting can be held by means of communication voting or a combination of written voting and communication voting, which shall be signed by the members participating in the meeting.
Article 18 the regular meeting of the audit committee shall be notified five days before the meeting (excluding the day of the meeting), and the interim meeting shall be notified three days before the meeting (excluding the day of the meeting).
Article 19 the members of the audit committee shall be notified in advance by written notice, fax, telephone, e-mail or other shortcut.
Chapter V discussion and voting procedures
Article 20 the audit committee shall be held only when more than two-thirds (including two-thirds) of the members are present. The directors of the company can attend the audit committee meeting, but the non member directors have no voting right on the meeting proposal.
Article 21 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 22 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 be submitted to the chairman of the meeting no later than before the voting of the meeting.
Article 23 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 not to attend the relevant meeting. If a member of the audit committee fails to attend the meeting for two consecutive times, it shall be deemed that he is unable to properly perform his functions and powers, and the board of directors of the company may revoke his duties as a member.
Article 24 the resolutions made by the audit committee shall be valid only after being approved by more than half of all members (including those who did not attend the meeting). Each member of the audit committee shall have one vote.
Article 25 members present at the meeting shall deliberate on the proposals and fully express their personal opinions in a serious and responsible manner; Members shall be responsible for their individual voting.
Article 26 the voting method of regular and temporary meetings of the audit committee is on-site voting. With the unanimous consent of all members, it can be carried out by means of communication voting or on-site voting combined with communication voting. The order of voting is approval, objection and abstention. For the same proposal, each member can only vote once. If he expresses multiple opinions on the same proposal, he shall be deemed to have abstained. If the resolution of the audit committee meeting is made by fax, the voting method is signature. The chairman of the meeting shall make statistics on the voting results of each proposal and publish them on the spot, and the meeting recorder shall record the voting results.
Article 27 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 28 the meeting of the audit committee shall be recorded in writing, and the members attending the meeting and the recorder shall sign the meeting minutes. Members present at the meeting shall have the right to request that explanatory records be made on the minutes of their speeches at the meeting. The minutes of the audit committee meeting shall be kept by the Secretary of the board of directors as the company’s archives. Article 29 the members of the audit committee shall have the obligation to keep confidential the relevant information of the company before such information is made public.
Chapter VI avoidance system
Article 30 If a member of the audit committee or his immediate family members or other enterprises controlled by the member of the audit committee and his immediate family members have a direct or indirect interest in the topics discussed at the meeting, the member shall disclose the nature and extent of the interest to the audit committee as soon as possible.
Article 31 in case of the circumstances mentioned in the preceding article, the interested Members shall explain the relevant circumstances in detail at the meeting of the audit committee and make it clear that they withdraw from voting on their own. However, if other members of the audit committee agree after discussion that such interests will not have a significant impact on the voting matters, the interested members may participate in the voting.
If the board of directors of the company considers that it is inappropriate for interested members in the preceding paragraph to participate in the voting, it may revoke the voting results of relevant proposals and require non interested members to vote on relevant proposals again.
Article 32 at the meeting of the audit committee, without counting the interested members into the quorum, the proposal shall be deliberated and a resolution shall be made. After the withdrawal of interested members, if the audit committee does not have the minimum quorum to attend the meeting, all members (including interested members) shall make resolutions on procedural issues such as submitting such proposals to the board of directors for deliberation, and the board of directors of the company shall deliberate such proposals. Article 33 the minutes and resolutions of the audit committee shall indicate that the interested members are not included in the quorum and do not participate in the voting.
Chapter VII supplementary provisions
Article 34 these Rules shall come into force from the date of deliberation and adoption by the board of directors of the company.
Article 35 matters not covered in these Rules shall be implemented in accordance with the relevant provisions of national laws, regulations, articles of association and other normative documents. In case of any conflict between the working system and the provisions of the articles of association, the provisions of the articles of association shall prevail.
Article 36 the board of directors of the company shall be responsible for the interpretation of these rules.
Shunya International Martech (Beijing) Co.Ltd(300612) marketing technology (Beijing) Co., Ltd
