Shanxi Panlong Pharmaceutical Group Limited By Share Ltd(002864)
Implementation 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, achieve prior audit and professional audit, ensure the effective supervision of the board of directors over the management level, and improve the corporate governance structure, in accordance with the company law of the people’s Republic of China, the guidelines for self discipline supervision of listed companies in Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and the Shanxi Panlong Pharmaceutical Group Limited By Share Ltd(002864) articles of Association (hereinafter referred to as the “articles of association”), etc, The company hereby establishes the audit committee of the board of directors and formulates these implementation rules.
Article 2 the audit committee of the board of directors is a special working organization established by the board of directors in accordance with the resolutions of the general meeting of shareholders; Mainly responsible for the communication, supervision and verification of internal and external audit of the company.
Article 3 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 management and relevant departments of the listed company 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 4 the audit committee is composed of three members, with the majority of independent directors, and at least one independent director is an accounting professional. Members of the audit committee shall be diligent and responsible, effectively supervise and evaluate the internal and external audit work of listed companies, promote the company to establish effective internal control and provide true, accurate and complete financial reports.
Members of the audit committee shall have professional knowledge and business experience in performing the duties of the audit committee. Article 5 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 6 the audit committee shall have a chairman, who shall be held by an independent director, who shall be responsible for presiding over the work of the Committee. The chairman shall be elected from among the members and reported to the board of directors for the record.
Article 7 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 above provisions.
Article 8 the audit department shall be established under the audit committee as the daily office.
Chapter III responsibilities and authorities
Article 9 the main responsibilities and authorities of the audit committee are as follows:
(I) supervise and evaluate the external audit;
(II) supervise and evaluate the internal audit of the company;
(III) review the company’s financial report and express opinions on it;
(IV) supervise and evaluate the company’s internal control;
(V) coordinate the communication between the management, internal audit department and relevant departments and external audit institutions;
(VI) other matters authorized by the board of directors and other matters involved in laws and regulations, the articles of association and relevant provisions of Shenzhen 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 10 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 11 when the company hires or replaces an external audit institution, the audit committee must form a review opinion and put forward suggestions to the board of directors before the board of directors can review relevant proposals.
Article 12 the audit committee of the board of directors 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.
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.
Article 13 when supervising and evaluating the work of the internal audit department, the audit committee shall perform the following main responsibilities:
(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 must report 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 must be submitted to the audit committee at the same time;
(V) report to the board of directors on the progress and quality of internal audit and major problems found;
(VI) coordinate the relationship between the internal audit department and external audit units such as accounting firms and national audit institutions.
Chapter IV decision making and disclosure procedures
Article 14 Where 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 reports issued by the company and report to the board of directors and the board of supervisors, or the sponsors, independent financial consultants and external audit institutions point out to the board of directors and the board of supervisors that there are false records, misleading statements or major omissions in the financial and accounting reports of the company, The board of directors shall timely report to the Shenzhen Stock Exchange and disclose it.
Where the company discloses relevant information in accordance with the provisions of the preceding paragraph, it shall disclose in the announcement the major problems existing in the financial and accounting report, the consequences that have been or may be caused, and the measures that have been taken or are to be taken.
The audit committee of the company 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 disclose the completion of rectification in a timely manner.
Article 15 the company shall disclose the annual performance of the audit committee in its annual report, mainly including the specific performance of its duties and the convening of the audit committee meeting.
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.
Article 16 the audit department shall be responsible for the preliminary preparations for the decision-making of the audit committee and provide relevant written materials of the company:
(I) relevant financial reports of the company;
(II) work reports of internal and external audit institutions;
(III) external audit contract and related work report;
(IV) information disclosed by the company;
(V) audit report on major related party transactions of the company;
(VI) other relevant matters.
Article 17 the audit committee shall issue an annual self-evaluation report on internal control based on the evaluation report and relevant materials issued by the internal audit department.
The internal control self-evaluation report shall at least include the following contents: (I) the statement of the board of directors on the authenticity of the internal control report;
(II) overall situation of internal control evaluation;
(III) basis, scope, procedures and methods of internal control evaluation;
(IV) internal control defects and their identification;
(V) rectification of internal control defects of the previous year;
(VI) proposed rectification measures for internal control defects this year;
(VII) conclusion on the effectiveness of internal control.
Article 18 the audit committee shall review the report provided by the audit department at the meeting and submit relevant materials 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 financial department and audit department, including their principals;
(V) other relevant matters.
Chapter V rules of procedure
Article 19 the meeting of the audit committee is divided into regular meeting and interim meeting. The regular meeting shall be held at least once a year, and the interim meeting shall be proposed by the members of the audit committee. All members shall be notified seven 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 to preside over the meeting.
Article 20 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 21 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 22 audit members may attend the meeting of the audit committee as nonvoting delegates, and may invite directors, supervisors and senior managers of the company to attend the meeting as nonvoting delegates when necessary.
Article 23 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 24 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 measures.
Article 25 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 26 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 27 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 28 these Implementation Rules shall come into force from the date of adoption of the resolution of the board of directors.
Article 29 matters not covered in the detailed rules for the implementation of this article 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 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 rules shall be revised immediately and submitted to the board of directors for deliberation and approval.
Article 30 the right to interpret these rules belongs to the board of directors of the company.
Shanxi Panlong Pharmaceutical Group Limited By Share Ltd(002864) April 2002
