Beijing Scitop Bio-Tech Co.Ltd(300858)
Rules of procedure 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 Beijing Scitop Bio-Tech Co.Ltd(300858) (hereinafter referred to as “the company”), achieve prior audit and professional audit, realize the effective supervision of the company’s financial revenue and expenditure and various business activities, and improve the corporate governance structure, according to the company law of the people’s Republic of China (hereinafter referred to as “the company law”) and the governance standards of listed companies According to the Beijing Scitop Bio-Tech Co.Ltd(300858) 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 (hereinafter referred to as the “Audit Committee” or “committee”) and formulates these rules of procedure.
Article 2 the audit committee is a special working organization under the board of directors, which reports its work to the board of directors and is responsible to the board of directors.
Article 3 the audit committee is responsible for supervising and evaluating the work of external audit institutions and proposing to hire or replace external audit institutions; Supervise and evaluate the company’s internal audit; Be responsible for coordinating the communication between the management and the internal and external audit of the company; Supervise and verify the audit work; Review the company’s financial information and its disclosure; Supervise and evaluate the company’s internal control.
Article 4 the audit committee shall perform its functions and powers independently in accordance with the provisions of the articles of association and these rules of procedure, and shall not be subject to illegal interference by any other department or individual of the company.
Article 5 the resolutions made by the audit committee must comply with the articles of association, these rules of procedure and relevant laws and regulations; The resolution of the company, the articles of association and the relevant provisions of the committee are invalid; If the decision-making procedure of the committee violates the provisions of the articles of association, these rules of procedure and relevant laws and regulations, the relevant interested parties may propose to the board of directors of the company to revoke the resolution within 60 days from the date of making the resolution.
Chapter II personnel composition
Article 6 the audit committee is composed of three directors, of which independent directors account for more than half and at least half
Article 7 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, elected by more than half of the board of directors, and appointed and dismissed by the board of directors.
Article 8 the audit committee shall have a chairman (convener), who shall be jointly elected by more than half of the members. He shall be an accounting professional and an independent director member, who shall be responsible for convening and presiding over the meeting of the Committee.
If the chairman is unable to perform his duties, he shall appoint another member to exercise his duties on his behalf; If the chairman neither performs his duties nor designates other members to perform his duties, any member has the right to 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.
Article 9 members of the audit committee must meet the following conditions:
(I) it is not prohibited from serving as a director, supervisor or senior manager of the company as stipulated in the company law or the articles of Association;
(II) there has been no public condemnation or declaration of inappropriate candidates by the stock exchange in the past three years;
(III) there has been no case of administrative punishment by the CSRC for major violations of laws and regulations in the past three years;
(IV) have good moral conduct, professional knowledge or working background related to enterprise management, finance and law, and financial knowledge recognized by the board of directors of the company;
(V) comply with other conditions stipulated in relevant laws, regulations, relevant provisions of the stock exchange and the articles of association.
Article 10 a person who does not meet the conditions for holding a post specified in the preceding Article shall not be elected as a member of the audit committee. If a member of the audit committee is unfit for the position specified in the preceding article during his term of office, the member shall resign on his own initiative or be replaced by the board of directors of the company.
Article 11 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. During the period, if a member no longer holds the position of director of the company or the member who should have the status of independent director no longer has the independence specified in the articles of association, he will automatically lose the qualification of member of the audit committee.
Article 12 If the number of members of the audit committee is lower than the specified number due to the resignation, removal or loss of the qualification of members of the audit committee, the board of directors of the company shall timely elect new members in accordance with the provisions of these rules of procedure.
Article 13 the audit committee may, according to actual needs, establish an audit working group as the daily working body of the audit committee, responsible for daily work liaison and organizing preparatory committee meetings.
Article 14 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 15 the company shall establish an internal audit department to conduct internal audit supervision on the establishment and implementation of the company’s financial management and internal control system. The internal audit department is responsible to the audit committee and reports to the audit committee. The head of the internal audit department must be full-time, nominated by the audit committee and appointed or removed by the board of directors.
Chapter III responsibilities and authorities
Article 16 main responsibilities and authorities of the Audit Committee:
(I) supervise and evaluate the work of external audit institutions;
(II) supervise and evaluate the internal audit work;
(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 of the company and other matters involved in laws and regulations 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.
When guiding and supervising the work of the internal audit department, the audit committee shall perform the following main responsibilities: (I) guiding and supervising the establishment and implementation of the 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) 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.
Article 17 the main responsibilities and authorities of the convener of the audit committee are as follows:
(I) convene and preside over the meeting of the Audit Committee;
(II) supervise and inspect the implementation of the resolutions of the audit committee meeting;
(III) sign important documents of the Audit Committee;
(IV) report to the board of directors regularly;
(V) other functions and powers authorized by the board of directors.
Article 18 all relevant departments of the company shall actively cooperate with the audit committee in its work. When necessary, the audit committee can hire external professionals to provide professional opinions on relevant matters, and the resulting expenses shall be borne by the company.
Chapter IV convening and notification of meetings
Article 19 the meetings of the audit committee are divided into regular meetings and interim meetings.
Article 20 the regular meeting shall be held once a quarter. The internal audit department of the company shall report the internal audit work and problems found to the audit committee, and shall submit an internal audit report to the audit committee once a quarter.
The interim meeting can only be held upon the proposal of the chairman of the audit committee or two or more members of the company.
Article 21 the regular meetings of the audit committee shall be held on site. In case of special circumstances, under the condition of ensuring that the members of the audit committee can fully express their opinions, the meeting can be held by means of communication with the consent of the chairman. Temporary meetings can take the form of on-site meetings, as well as fax, video, videophone, telephone and other communication methods.
Unless otherwise specified in the articles of association or these rules of procedure, the regular and temporary meetings of the audit committee can make resolutions by means of communication on the premise of ensuring the full expression of opinions of the members, which shall be signed by the members participating in the meeting. If communication is adopted, the members of the audit committee who sign the resolution of the meeting shall be deemed to have attended the relevant meeting and agreed to the content of the resolution.
Article 22 the notice of regular meeting and interim meeting shall be sent by the convener of the meeting by telephone, fax, e-mail or personal delivery 5 and 3 days before the meeting. However, if the situation is urgent and it is necessary to convene the audit committee meeting as soon as possible, the meeting notice can be sent by telephone or other oral means at any time, but the convener shall make an explanation at the meeting. The notice of the meeting shall at least include the following contents: (I) the time and place of the meeting;
(II) duration of the meeting;
(III) topics to be discussed at the meeting;
(IV) meeting contact person and contact information;
(V) date of meeting notice.
The meeting notice shall be attached with a complete proposal.
Article 23 If no written objection is received within 2 days from the date of sending the notice by e-mail, telephone or other means, the notified person shall be deemed to have received the meeting notice.
Chapter V decision making procedures
Article 24 the internal audit department of the company is responsible for the preliminary preparations for the decision-making of the audit committee, and collecting and providing written materials related to audit matters:
(I) relevant financial reports and other relevant materials 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) the company’s audit report on major related party transactions, independent financial adviser’s report, asset evaluation report and other relevant reports;
(VI) other relevant matters.
Article 25 at the meeting of the audit committee, the report provided by the internal audit department shall be reviewed and signed, 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 the provisions of relevant laws and regulations;
(IV) work evaluation of the company’s internal financial department and audit department, including their principals;
(V) other relevant matters.
Chapter VI discussion and voting procedures
Article 26 the meeting of the audit committee shall be held only when more than two-thirds of the members are present.
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.
Article 27 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 28 the power of attorney shall at least include the following contents:
(I) name of the client;
(II) name of the principal;
(III) entrusted matters;
(IV) instructions on the exercise of voting rights on the topics of the meeting (consent, objection, abstention) and instructions on whether the entrusted person can vote according to his own will in the absence of specific instructions;
(V) the period of authorization;
(VI) signing date of power of attorney.
The power of attorney shall be signed by the principal and the principal
If a member of the audit committee neither attends nor entrusts another member to attend the meeting on his behalf for two consecutive times, he shall be deemed unable to properly perform his functions and powers, and the board of directors of the company may remove him from his post.
Article 29 the voting at the meeting shall be one person, one vote, and shall be conducted by show of hands or open ballot. On the premise of ensuring that members can fully express their opinions, regular meetings and temporary meetings can be held by fax and telephone, and resolutions can be made by fax and signed by the members participating in the meeting. If communication voting is adopted, the members of the committee who sign the resolution of the meeting shall be deemed to have attended the relevant meeting and agreed to the content of the resolution.
The audit committee shall consider and adopt the proposal of the meeting and form relevant resolutions, which must be adopted by more than half of all members.
Article 30 when the meeting of the audit committee discusses topics related to the members of the committee, the related members shall withdraw. The audit committee meeting can be held when more than half of the unrelated members are present, and the resolutions made at the meeting must be adopted by more than half of the unrelated members; If the number of unrelated members attending the meeting is less than half of the total number of unrelated members of the audit committee, the matter shall be submitted to the board of directors for deliberation.
Article 31 the audit committee may require the company’s senior management or other relevant personnel to attend the meeting of the Committee as nonvoting delegates. The nonvoting delegates may introduce relevant information or express opinions according to the arrangement of the chairman of the meeting, but non members of the audit committee have no voting right on the proposal of the meeting. If necessary, the audit committee can hire an intermediary to provide professional advice for its decision-making, and the expenses shall be paid by the company.
Article 32 the contents of the resolutions formed at the audit committee meeting shall be submitted by the chairman to the board of directors in the form of work report after the meeting.
Article 33 the meeting of the committee shall form written minutes, which shall be signed by the members attending the meeting and the recorder. Members present at the meeting have the right to request that their speeches at the meeting be recorded in the minutes of the meeting.
Article 34 the meeting archives of the committee, including the meeting notice and meeting materials, the meeting attendance book, the power of attorney of the members to attend on their behalf, the voting votes, the meeting minutes signed and confirmed by the members attending the meeting, the meeting resolutions, etc., shall be kept by the Secretary of the board of directors for a period of ten years.
Article 35 before the company publishes the resolution of the nomination committee in accordance with the law, the members attending the meeting and the non voting personnel, records and service personnel shall have the obligation to keep the content of the resolution confidential.
