Wondershare Technology Group Co.Ltd(300624)
Working rules 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 Wondershare Technology Group Co.Ltd(300624) (hereinafter referred to as the “company”), ensure the effective supervision of the board of directors over the management and further improve the corporate governance structure, the company hereby establishes the audit committee of the board of directors in accordance with the company law of the people’s Republic of China, the governance standards for listed companies, the Wondershare Technology Group Co.Ltd(300624) articles of Association (hereinafter referred to as the “articles of association”) and other relevant provisions, And formulate these working rules.
Article 2 the audit committee of the board of directors is a special working organization established by the board of directors, which is mainly responsible for the communication, supervision and verification of internal and external audit of the company.
Chapter II personnel composition
Article 3 the members of the audit committee are composed of three directors, of which the independent directors account for the majority, and at least one independent director among the members is an accounting professional.
Article 4 the company shall provide necessary working conditions for the audit committee 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.
Article 5 members of the Audit Committee (hereinafter referred to as “members”) shall be elected by the board of directors. The audit committee has a chairman (convener), who is held by an independent director and is responsible for presiding over the work of the Committee; The chairman of the committee shall be held by accounting professionals and elected by more than half of all members.
Article 6 The term of office of the members of the audit committee is the same as that of the board of directors. Upon expiration of their term of office, they can be re elected. During this period, if a member no longer holds the position of director of the company, he will automatically lose the qualification of member, and the board of directors will add new members in accordance with the articles of association and these detailed rules.
Article 7 the securities department shall be responsible for the daily work liaison, meeting organization and resolution implementation of 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 external audit work and propose to hire or replace the external audit institution;
(II) supervise and evaluate the internal audit of the company;
(III) be responsible for the coordination of internal audit and external audit;
(IV) review the company’s financial information and its disclosure;
(V) supervise and evaluate the company’s internal control;
(VI) review the company’s financial report and express opinions on it;
(VII) be responsible for other matters authorized by laws and regulations, the articles of association and the board of directors.
Article 9 when guiding and supervising the work of the internal audit department, the audit committee shall perform the following main duties:
(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) convene a meeting at least once a quarter to review the work plan and report submitted by the internal audit department;
(VI) report to the board of directors at least once a quarter, including the progress, quality and major problems found in the internal audit;
(VII) coordinate the relationship between the internal audit department and external audit units such as accounting firms and national audit institutions.
Article 10 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 listed company has violations of laws and regulations and non-standard operation, it shall timely report to the Shenzhen Stock Exchange and urge the listed company to disclose: (I) the implementation of high-risk investments such as the use of raised funds, the provision of guarantees, related party transactions, securities investment and derivatives transactions, the provision of financial assistance, the 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.
Article 11 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 12 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. The audit committee shall cooperate with the board of supervisors in the audit activities.
The audit committee shall put forward deliberation opinions to the board of directors 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.
Chapter IV decision making procedures
Article 13 the person in charge of the company’s internal audit and finance departments shall provide the audit committee with written materials related to the company:
(I) relevant financial systems of the company;
(II) major internal audit reports and external audit reports;
(III) contracts, special audits and relevant audit reports of external audit institutions;
(IV) quarterly, interim and annual financial reports and relevant interim reports of the company;
(V) audit report on major related party transactions of the company;
(VI) other relevant matters.
Article 14 at the meeting of the audit committee, the report provided by the internal audit shall be reviewed, and the relevant written resolution materials shall be submitted 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 audit department, including its principals;
(V) laws, regulations, rules and regulations, articles of association and other relevant matters authorized by the board of directors.
Chapter V rules of procedure
Article 15 the meeting of the audit committee shall be held according to the needs of the work. All members shall be notified three days before the meeting and at least two days before the meeting. If the situation is urgent and it is necessary to convene the audit committee meeting as soon as possible, the meeting notice may be sent by telephone or other oral means at any time, but the convener shall make an explanation at 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 16 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 17 the voting method of the audit committee meeting is a show of hands or voting; With the consent of all members, the meeting may be held by means of communication voting.
Article 18 the audit committee may require the heads of relevant departments of the company to attend the meeting as nonvoting delegates; The audit committee may invite the directors, supervisors, general manager and other senior managers of the company to attend the meeting as nonvoting delegates when it deems necessary. Article 19 if necessary, the audit committee may employ accounting firms, law firms and other intermediaries to provide professional opinions for its decision-making, and the expenses shall be paid by the company.
Article 20 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 detailed rules.
Article 21 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 22 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.
The company shall disclose the annual performance of the audit committee in the annual report, mainly including the convening of the audit committee meeting and the specific performance of duties.
Article 23 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 24 The term “above” as mentioned in these detailed rules includes this number, and the term “over” does not include this number.
Article 25 in case of any matters not covered in the detailed rules or inconsistent with the laws, administrative regulations, normative documents issued by the state in the future or the articles of association modified by legal procedures, the provisions of relevant national laws, administrative regulations, normative documents and the articles of association shall prevail.
Article 26 the board of directors shall be responsible for the interpretation and revision of these rules.
Article 27 these working rules shall be implemented from the date of deliberation and approval by the board of directors of the company.
Wondershare Technology Group Co.Ltd(300624) board of directors
April 23, 2022
