Mengshi new energy technology (Henan) Co., Ltd
Implementation rules of the audit committee of the board of directors
(revised in April 2022)
Chapter I General Provisions
Article 1 in order to strengthen and improve the decision-making function of the board of directors of Lion New Energy Technology (Henan) Co., Ltd. (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 further improve the corporate governance structure of the company, according to the company law of the people's Republic of China and other laws and regulations In accordance with the provisions of administrative regulations, normative documents and the articles of association, the company hereby establishes the audit committee of the board of directors and formulates these rules.
Article 2 the audit committee of the board of directors is a special working organization established by the board of directors, which is mainly responsible for the communication, supervision and verification of internal and external audit of the company.
Chapter II composition of the Committee
Article 3 the members of the audit committee shall be composed of three to five directors, of which the independent directors shall account for the majority, and at least one independent director among the members shall be an accounting professional.
The term "accounting professionals" as mentioned in this article refers to those who have rich accounting professional knowledge and experience and meet at least one of the following conditions:
(I) have the qualification of certified public accountant;
(II) have a senior professional title, associate professor or above, or a doctor's degree in accounting, auditing or financial management.
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.
The members of the audit committee shall be diligent and responsible, effectively supervise and evaluate the internal and external audit work of the company, 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 audit committee shall have a chairman (convener), who shall be an independent director and 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. When the chairman of the audit committee is unable or unable to perform his duties, he shall appoint another member to act 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 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 shall be the same as that of the members of the board of directors of the same term. 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 committee will make up the number of members according to the provisions of Articles 3 to 5 above.
Article 7 the audit committee shall set up the audit and supervision department as the daily office, which shall be responsible for daily work liaison and meeting organization.
Chapter III responsibilities and authorities of the Committee
Article 8 the main functions and powers of the audit committee are as follows:
（1） Supervise and evaluate the external audit work, and propose to hire or replace the external audit institution;
（2） Supervise and evaluate the internal audit work, and be responsible for the coordination of internal audit and external 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） Be responsible for other matters authorized by laws and regulations, the articles of association and the board of directors.
The audit committee shall report to the board of directors on the measures or improvements it deems necessary and put forward suggestions.
Article 9 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 10 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 whether there are fraud, fraud and the possibility of 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 11 the company's financial report or financial report made by the sponsor or the supervisor to the board of directors or the board of supervisors is misleading or misleading, or the company's financial report or financial report made by the sponsor or the supervisor to the board of directors or the board of supervisors is found to be misleading, 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 12 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 13 the audit committee shall be responsible to the board of directors and perform its duties in accordance with the articles of association, the authorization of the board of directors and these implementation rules. The audit committee shall cooperate with the supervisors of the board of supervisors in the audit of the company.
Article 14 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 company's management and relevant departments must 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 IV decision making procedures
Article 15 the audit and supervision department of the company shall be responsible for the preliminary preparations for the decision-making of the audit committee and provide the company's information related to finance:
（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 16 at the meeting of the audit committee, the report provided by the audit and supervision department shall be reviewed, and the relevant written resolution materials shall be submitted 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 connected transactions comply with relevant laws and regulations;
（4） Work evaluation of the financial department and Audit Department of the company, including their principals;
（5） Other relevant matters.
Chapter V rules of procedure of the Committee
Article 17 the meeting of the audit committee shall be proposed by the members of the audit committee according to the needs of work duties, and the notice of the meeting shall be sent one day before the meeting (excluding the day of the meeting). The meeting shall be presided over by the chairman. If the chairman is unable to attend, he may entrust another member (should be an independent director) to preside over the meeting.
When the chairman of the audit committee is unable or refuses to perform his duties, he shall appoint himself or an independent director appointed by the board of directors to perform his duties on his behalf.
Article 18 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, and the resolution made at the meeting must be adopted by more than half of all members.
Article 19 the voting method of the audit committee meeting is a show of hands or voting. The meeting may also be held by means of communication voting.
Article 20 the person in charge of finance of the company may attend the meeting of the audit committee as nonvoting delegates, and may also invite the directors, supervisors and other senior managers of the company to attend the meeting as nonvoting delegates when necessary.
Article 21 if the Audit Committee deems it necessary, it may hire an intermediary institution to provide professional advice for its decision-making, and the expenses shall be paid by the company.
Article 22 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 rules.
Article 23 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 24 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 25 members present at the meeting shall be obliged to keep confidential the items discussed at the meeting and shall not disclose relevant information without authorization.
Chapter VI supplementary provisions
Article 26 these Rules shall come into force as of the date of deliberation and adoption by the board of directors.
Article 27 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 or the articles of association modified by legal procedures, the provisions of relevant national laws, regulations and the articles of association shall be implemented. At the same time, the company shall immediately revise these detailed rules and submit them to the board of directors for deliberation and approval.
Article 28 the right to interpret these rules belongs to the board of directors of the company.
