Beijing Quanshi World Online Network Information Co.Ltd(002995)
Rules of procedure of the audit committee of the board of directors
April, 2002
catalogue
Chapter I General Provisions three
Chapter II personnel composition three
Chapter III responsibilities and authorities three
Chapter IV decision making procedures four
Chapter V rules of procedure five
Chapter VI avoidance of voting seven
Chapter VII Supplementary Provisions seven
Beijing Quanshi World Online Network Information Co.Ltd(002995)
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 Quanshi World Online Network Information Co.Ltd(002995) (hereinafter referred to as the company), achieve prior audit and professional audit, ensure the effective supervision of the board of directors over the senior management, and further improve the corporate governance structure, according to the company law of the people's Republic of China, the Beijing Quanshi World Online Network Information Co.Ltd(002995) Charter (hereinafter referred to as the articles of association), the governance standards of listed companies and other relevant provisions, The board of directors of the company hereby establishes an audit committee (hereinafter referred to as the "Audit Committee") and formulates these rules of procedure.
Article 2 the audit committee is a special working organization established by the board of directors, which is mainly responsible for the communication, supervision and verification of the company's internal and external audit.
The internal audit department established by the company is responsible to the audit committee and reports to the audit committee.
Chapter II personnel composition
Article 3 the audit committee shall be composed of three directors, including two independent directors, and at least one independent director shall be 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 independent director member of an accounting professional, 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 approval.
Article 6 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 board of directors will make up the number of members according to the provisions of Articles 3 to 5 above.
Chapter III responsibilities and authorities
Article 7 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 work, and be responsible for the coordination of internal audit and external audit;
(III) review the company's financial information and its disclosure;
(IV) review the company's financial report and express opinions on it;;
(V) supervise and evaluate the company's internal control;
(VI) coordinate the communication between the management, internal audit department and relevant departments and external audit institutions;
(VII) guide and supervise the establishment and implementation of internal audit system;
(VIII) review the company's annual internal audit work plan;
(IX) supervise and urge the implementation of the company's internal audit plan;
(x) guide the effective operation of the internal audit department. The internal audit department of the company shall report its work 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 shall be submitted to the audit committee at the same time;
（11） Report the progress and quality of internal audit and major problems found to the board of directors; （12） Coordinate the relationship between the internal audit department and external audit units such as accounting firms and national audit institutions;
（13） Other matters authorized by the board of directors of the company and other matters involved in laws, regulations and relevant provisions of the exchange;
（14） The audit committee shall report to the board of directors on the measures or improvements it deems necessary and put forward suggestions.
Article 8 the audit committee shall be responsible to the board of directors. After reviewing the matters specified in the preceding article of these rules of procedure, the audit committee shall form a resolution of the audit committee meeting and submit it together with relevant proposals to the board of directors of the company for deliberation and decision.
Article 9 the audit committee shall cooperate with the board of supervisors in their audit activities.
Chapter IV decision making procedures
Article 10 the securities investment department shall coordinate with the internal audit department of the company to be responsible for the preliminary preparations for the decision-making of the audit committee and provide the written materials of relevant parties 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) 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 11 the audit committee shall review the report provided by the internal audit department of the company, sign opinions, and submit relevant written resolution 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 12 the meeting of the audit committee is divided into regular meeting and interim meeting. The regular meeting shall be held at least once a quarter to review the work plan and report submitted by the internal audit department, and shall submit the internal audit report to the audit committee once a quarter.
Article 13 the regular meeting of the audit committee shall be notified to all members five days before the meeting, and the interim meeting shall be notified to all members two days before the meeting. If it is necessary to convene the meeting urgently for special reasons, it may not be subject to the above-mentioned notification method and time limit, but the convener shall make an explanation at the meeting.
The notice of the audit committee meeting can be sent by fax, e-mail, telephone, personal or e-mail, and shall at least include the following contents:
(I) 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) the date on which the meeting notice is issued.
The meeting documents of the audit committee shall be delivered to all members and relevant participants together with the meeting notice.
Article 14 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.
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 15 the meeting can be held in the form of on-site meeting or off-site meeting. On the premise of ensuring that the members fully express their opinions, the audit committee may make resolutions by means of communication, which shall be signed by the members participating in the meeting.
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 16 the meeting shall be convened and presided over by the chairman. If the chairman is unable or unable to perform his duties, he shall appoint another member (independent director) to act on his behalf; When the chairman 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.
Article 17 the meeting of the audit committee shall be held only when more than half of the members are present. Each member has one vote. The resolutions made at the meeting must be adopted by more than half of all the members.
Article 18 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. When voting by fax, Internet, telephone and other means of communication, the committee members shall send their written opinions and voting intention on the matters under consideration to the Secretariat of the board of directors by mail or fax after signing and confirmation.
Article 19 the internal audit department of the company shall report the internal audit work and problems found to the board of directors or the audit committee at least once a quarter, and submit the internal audit report to the audit committee at least once a year. The person in charge of the internal audit department of the company may attend the meeting of the audit committee as nonvoting delegates. If necessary, the audit committee may invite other directors, supervisors, senior managers and other relevant personnel of the company to attend the meeting, introduce the situation or express opinions, but non members of the audit Committee have no voting right on the proposal.
Article 20 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 21 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 rules of procedure.
Article 22 the meeting of the audit committee shall have minutes, which shall be signed by the members attending the meeting. If a member has different opinions on the minutes or resolutions of the meeting, he may make a written explanation when signing, and other persons present or attending the meeting as nonvoting delegates shall not obstruct him. The minutes of the meeting shall be kept by the Secretary of the board of directors of the company, and the meeting archives of the audit committee shall be kept for more than 10 years.
（1） The date and place of the meeting and the name of the convener;
（2） The names of the persons attending the meeting and those entrusted by others to attend the meeting shall be specially indicated;
（3） Agenda of the meeting;
（4） Key points of members' speeches;
（5） Voting method and result of each resolution or proposal (the voting result shall indicate the number of votes in favor, against or abstaining);
（6） Other matters that should be explained and recorded in the minutes of the meeting.
Article 23 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 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 24 members and non voting participants at the meeting shall have the obligation to keep confidential the items discussed at the meeting and shall not disclose relevant information without authorization.
Chapter VI avoidance of voting
Article 25 If a member of the audit committee has a direct or indirect interest in the topic discussed at the meeting, the member shall withdraw from voting on relevant proposals.
After the withdrawal of interested members, if the number of members attending the meeting is less than the number specified in these rules of procedure, all members (including interested members) shall make resolutions on procedural issues such as submitting the proposal to the board of directors of the company for deliberation, and the board of directors of the company shall deliberate the proposal.
Chapter VII supplementary provisions
Article 26 these rules of procedure shall be implemented from the date of deliberation and adoption by the board of directors, and the same shall apply to amendments.
Article 27 matters not covered in these rules of procedure shall be implemented in accordance with relevant national laws, regulations and the articles of Association; In case of any conflict between these rules of procedure 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 be implemented, and the rules shall be revised immediately and submitted to the board of directors for deliberation and approval.
Article 28 the power of interpretation of these rules of procedure belongs to the board of directors of the company.
Beijing Quanshi World Online Network Information Co.Ltd(002995)
