Zhejiang Tiantie Industry Co.Ltd(300587)
Working rules of the audit committee of the board of directors
(revised in April 2022)
Chapter I General Provisions
Article 1 in order to improve the corporate governance structure, improve the scientific decision-making ability of the board of directors, achieve prior audit and professional audit, and ensure the effective supervision of the board of directors over the management, in accordance with the company law of the people's Republic of China, the governance standards of listed companies, the Zhejiang Tiantie Industry Co.Ltd(300587) 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 (hereinafter referred to as the "Audit Committee") is a special working organization established by the board of directors and is responsible to the board of directors. Assist the board of directors to carry out relevant work within its terms of reference, mainly responsible for the supervision and evaluation of the company's internal control, financial information and internal audit.
Chapter II personnel composition
Article 3 the members of the audit committee are composed of three directors, with the majority of independent directors, of which at least one independent director is an accounting professional.
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 accounting professional among independent directors, who shall be responsible for presiding over the work of the Audit Committee; The chairman is directly elected from among the members.
The chairman (convener) of the audit committee is responsible for convening and presiding over the meeting 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, members may 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 board of directors will make up the number of members according to the provisions of Articles 3 to 5 above.
Article 7 the audit committee has an audit department, which is responsible for daily affairs.
Chapter III responsibilities and authorities
Article 8 the main responsibilities of the Audit Committee include the following:
（1） Supervise and evaluate the work of external audit institutions;
（2） Supervise and evaluate internal audit;
（3） Review and comment on the company's financial report;
（4） Supervise and evaluate the company's internal control;
（5） Coordinate the communication between management, internal audit department and relevant departments and external audit institutions;
（6） Other matters authorized by the board of directors of the company and other matters involved in laws, regulations and relevant provisions of the exchange.
The audit committee shall report to the board of directors on the measures or improvements it deems necessary and put forward suggestions.
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.
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.
Article 9 in case of the following events (including but not limited to), the audit committee shall convene a meeting in time and form a written report to the board of directors:
(I) when the external audit institution issues a non-standard audit report on the company's financial report;
(II) major changes in the company's operation, major losses or heavy losses; (III) when the company's major debts, outstanding due major debts or major bonds are not paid off at maturity; (IV) when the company is punished by the superior regulatory department due to the implementation of financial system and internal control system; (V) other matters deemed necessary by the board of directors of the company.
Chapter IV Procedure
Article 10 the audit department and the finance department are responsible for making preparations for the audit committee meeting and providing the audit committee with the following written materials for decision-making:
（1） Relevant financial reports of the company;
（2） Work reports of internal and external audit institutions;
（3） External audit contract and related work report;
（4） Audit report on major related party transactions of the company;
（5） Relevant materials of the company's internal control system;
（6） Other relevant matters.
Article 11 the audit committee shall review the above materials at the meeting and conduct in-depth discussion on the following aspects (including but not limited to), and the review and discussion results shall form the meeting minutes:
（1） Work evaluation of external audit institutions, employment and replacement of external audit institutions;
（2） Whether the company's internal audit system has been effectively implemented and whether the company's financial report is comprehensive and true; （3） Whether the company's financial reports and other information are objective and true, and whether the company's major connected transactions comply with relevant laws and regulations;
（4） Work evaluation of the company's finance department and audit department, including their principals;
（5） Other relevant matters.
Chapter V working rules
Article 12 the audit committee shall hold at least four regular meetings every year and once every quarter. Hold temporary meetings from time to time according to work needs.
An interim meeting can be held under any of the following circumstances:
(I) proposal of the chairman;
(II) when the chairman of the Committee deems it necessary;
(III) proposed by more than half of the members of the Committee.
Article 13 all members of the committee shall be notified of the regular meeting five days before it is held, and the interim meeting may be notified at any time in case of emergency. 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 14 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. The voting method of the meeting is a show of hands or voting; An interim meeting may be held by means of communication voting. If no consensus can be reached, different opinions shall be submitted to the board of directors and explained.
Article 15 members of the audit committee shall attend the meeting in person. If a member is unable to attend the meeting for some reason, he may entrust other members to attend the meeting on his behalf in writing, and the scope of authorization shall be specified in the power of attorney.
Article 16 the audit committee meeting can be held in the form of on-site, video and telephone conference or with the help of similar communication equipment. As long as the members participating in the meeting can fully communicate, they shall be deemed to have attended the meeting in person.
Article 17 the convening procedures, discussion methods and meeting minutes of the audit committee meeting must comply with the provisions of relevant laws and regulations, the articles of association and these working rules.
Article 18 the audit committee may require the heads of relevant departments to attend the meeting of the Committee as nonvoting delegates, and may invite the directors, supervisors and senior managers of the company to attend the meeting as nonvoting delegates when necessary.
Article 19 if necessary, the audit committee may employ an intermediary institution to provide professional advice for its decision-making, and the expenses shall be borne by the company.
Article 20 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 of the company. The storage life shall not be less than ten years.
Article 21 the proposals and voting results adopted at the meeting of the audit committee shall be submitted to the board of directors 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 release relevant information without authorization.
Chapter VI supplementary provisions
Article 23 matters not covered in these working rules shall be implemented in accordance with relevant national laws, regulations and the articles of Association; In case of any conflict between these rules and the laws and regulations promulgated by the state in the future or the articles of association modified by legal procedures, the provisions of relevant national laws, regulations and the articles of association shall prevail.
Article 24 the board of directors of the company shall be responsible for the formulation, modification and interpretation of these rules, which shall be implemented from the date of deliberation and adoption by the board of directors of the company, and the same shall apply to their modification.
Zhejiang Tiantie Industry Co.Ltd(300587) April 2022
