Sansheng Intellectual Education Technology Co.Ltd(300282) detailed rules for the work of the audit committee of the board of directors
Sansheng Intellectual Education Technology Co.Ltd(300282)
Working rules of the audit committee of the board of directors
Chapter I General Provisions
Article 1 in order to improve the decision-making efficiency of the board of directors of Sansheng Intellectual Education Technology Co.Ltd(300282) (hereinafter referred to as “the company”), achieve prior prevention 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 standards for the governance of listed companies The board of directors of the company sets up an audit committee and formulates these working rules in accordance with the provisions of the Listing Rules of Shenzhen Stock Exchange on the gem (revised in December 2020), the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on the gem, the Sansheng Intellectual Education Technology Co.Ltd(300282) articles of Association (hereinafter referred to as the “articles of association”) and relevant laws and regulations.
Article 2 the audit committee of the board of directors is mainly responsible for the communication, supervision and verification of the company’s internal and external audit.
Chapter II formation and composition of audit committee
Article 3 the members of the audit committee are composed of three directors, with independent directors accounting for more than half. At least one independent director among the members is an accounting professional.
Article 4 the members of the audit committee shall be nominated by the chairman of the board of directors or more than one-half of the independent directors or more than one-third of all directors, and shall be elected or removed by the board of directors.
Article 5 the audit committee shall have a convener, who shall be an accounting professional among independent directors, who shall be the convener and be responsible for presiding over the work of the Committee; The convener 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 committee will make up the number of members in time according to the provisions of Articles 3 to 5 above. During the term of office of the committee members, the board of directors shall not remove them without reason.
A member who fails to attend the committee meeting in person for two consecutive times or submit an opinion report on the topics of the meeting to the committee shall be deemed to have failed to perform his duties, and the board of directors shall replace the member.
Article 7 the audit committee shall establish an audit working group as its daily office, which shall be responsible for daily work liaison and meeting organization.
Sansheng Intellectual Education Technology Co.Ltd(300282) detailed rules for the work of the audit committee of the board of directors
Chapter III responsibilities and authorities of the audit committee
Article 8 the main responsibilities and authorities of the audit committee are as follows:
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 and other matters involved in laws and regulations.
Report to the board of directors on matters that it deems necessary or necessary to take improvement measures, and put forward suggestions to the board of directors.
Article 9 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 board of supervisors shall cooperate with the audit committee in its audit activities.
Chapter IV decision making procedures of the audit committee
Article 10 the audit working group shall 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:
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. Information disclosed by the company;
5. Audit report on major related party transactions of the company;
6. Other relevant matters.
Article 11 the audit committee shall, at its meeting, comment on the report provided by the audit working group, sign opinions, and submit relevant written resolution materials to the board of directors for discussion:
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 financial reports and other information disclosed by the company are objective and true, and whether the company’s major related party transactions are
Sansheng Intellectual Education Technology Co.Ltd(300282) detailed rules for the work of the audit committee of the board of directors
Whether it complies with relevant laws and regulations;
4. Evaluate the work of the company’s financial department and audit department, including their principals;
5. Other relevant matters.
Chapter V rules of procedure of the audit committee
Article 12 the meeting of the audit committee is divided into regular meeting and interim meeting. The regular meeting shall be held at least twice a year, and the interim meeting shall be proposed by the members of the audit committee. All members shall be notified three days before the meeting. The meeting shall be presided over by the convener. If the convener is unable to attend, he may entrust another member (independent director) to preside over the meeting.
Article 13 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. Members attending the meeting shall sign the resolution of the meeting.
Article 14 the voting method of the audit committee meeting is a show of hands or voting; The temporary meeting can be held by means of communication voting and signed voting.
Article 15 members of the audit working group may attend the meeting of the audit committee as nonvoting delegates. If necessary, the committee may invite directors, supervisors and other senior managers of the company to attend the meeting as nonvoting delegates.
Article 16 when 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 17 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 for ten years.
Article 18 the proposals and resolutions adopted at the meeting of the audit committee shall be submitted to the board of directors of the company in writing, and the proposals and resolutions shall be submitted to the board of directors of the company for deliberation and approval.
Article 19 members and non voting participants attending the meeting shall have the obligation to keep the meeting confidential and shall not disclose relevant information without authorization.
Chapter VI supplementary provisions
Article 20 matters not covered in these Rules shall be implemented in accordance with relevant national laws, regulations and the articles of Association; In case of any conflict between these detailed rules and the laws and regulations promulgated by the state in the future and the articles of association modified by legal procedures, the provisions of relevant national laws, regulations and the articles of association shall be implemented, revised immediately and reported to the board of directors for deliberation and approval.
Sansheng Intellectual Education Technology Co.Ltd(300282) detailed rules for the work of the audit committee of the board of directors
Article 21 these rules of procedure shall come into force from the date of deliberation and adoption by the board of directors of the company, and its amendment shall be the same.
Article 22 the right to interpret and modify these rules belongs to the board of directors.
