Midea Group Co.Ltd(000333) detailed rules for the work of the audit committee of the board of directors
April 2022
Chapter I General Provisions- 1 –
Chapter II personnel composition- 1 –
Chapter III responsibilities and authorities- 2 –
Chapter IV decision making procedures- 2 –
Chapter V rules of procedure- 3 –
Chapter VI Supplementary Provisions- 4 –
Working 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, improve the audit evaluation and supervision mechanism of the board of directors, ensure the effective supervision of the board of directors over the management, and further improve the corporate governance structure, in accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the governance standards of listed companies, the Midea Group Co.Ltd(000333) articles of Association (hereinafter referred to as the “articles of association”) and other relevant provisions, The company establishes the audit committee of the board of directors and formulates the detailed rules.
Article 2 the audit committee of the board of directors is a special working organization under the board of directors, which assists the board of directors in carrying out relevant work, reports to the board of directors and is responsible to the board of directors.
Article 3 the audit committee shall perform its duties in accordance with the provisions of the articles of association and the scope of responsibilities of these rules, and work independently without the intervention of other departments or individuals of the company.
Chapter II personnel composition
Article 4 the members of the audit committee shall be composed of three directors of the current board of directors, of which the independent directors shall account for the majority. The convener of the audit committee shall be an accounting professional.
Article 5 the members of the audit committee shall be nominated by the chairman of the board of directors, more than one-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 (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 shall be elected with the approval of the board of directors.
Article 7 The term of office of the audit committee is the same as that of the board of directors of the same term. Upon expiration of the term of office, the members can be re elected. Before the expiration of the term of office of the members of the audit committee, they shall not be dismissed without reason unless they are not allowed to hold office as stipulated in the company law and the articles of association. 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 accordance with Articles 4 to 6 above.
Article 8 the Secretary Office of the board of directors of the company provides comprehensive services for the audit committee and is responsible for daily work liaison and meeting organization.
Chapter III responsibilities and authorities
Article 9 the main responsibilities and authorities of the audit committee are as follows:
(I) propose to hire or replace the external audit institution;
(II) supervise the company’s internal audit system and its implementation;
(III) be responsible for the communication between internal audit and external audit;
(IV) review the company’s financial information and its disclosure;
(V) review the company’s internal control system and audit major connected transactions;
(VI) other matters authorized by the board of directors of the company. The audit committee shall be responsible to the board of directors, and the proposals formed by the committee shall be submitted to the board of directors for deliberation and decision.
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. Article 11 the audit committee shall cooperate with the supervisory audit activities of the board of supervisors. When the audit committee performs its duties, the relevant departments of the company shall cooperate; If necessary, the audit committee can hire an intermediary to provide professional opinions, and the relevant expenses shall be borne by the company.
Article 12 the audit committee shall exercise its functions and powers in accordance with the relevant provisions of the company law, the articles of association and these detailed rules, and shall not damage the interests of the company and shareholders.
Chapter IV decision making procedures
Article 13 the Secretary Office of the board of directors shall coordinate with the finance department and other relevant departments to provide the following written materials to the Audit Committee for decision-making:
(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 14 the audit committee shall review the report provided at the meeting and submit the 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 15 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. The interim meeting shall be proposed by the members of the audit committee. All members shall be notified five 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 be the host.
Article 16 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 17 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, which shall be signed for confirmation after voting.
Article 18 the person in charge of the audit department may attend the meeting of the audit committee as nonvoting delegates, and may also invite directors, supervisors and other senior managers of the company to attend the meeting as nonvoting delegates when necessary.
Article 19 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. Resolutions subject to the approval of the board of directors shall be submitted to the office of the board of directors after the meeting.
Article 20 the meeting of the audit committee shall have minutes, which shall be signed by the members attending the meeting. Meeting minutes, meeting materials and other written documents and electronic documents shall be kept by the Secretary of the board of directors as the company’s archives.
Article 21 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 22 members attending the meeting and those attending the meeting as nonvoting delegates shall have the obligation to keep confidential the matters discussed at the meeting, and shall not disclose relevant information without the authorization of the chairman of the board of directors or the board of directors; Otherwise, it shall bear all legal liabilities arising therefrom.
Chapter VI supplementary provisions
Article 23 the detailed rules shall be formulated and revised by the board of directors of the company and shall come into force from the date of adoption of the resolution of the board of directors. The system shall be interpreted by the board of directors of the company.
Article 24 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, and these Detailed Rules shall be revised immediately and approved by the board of directors.
Article 25 the right to interpret these rules belongs to the board of directors of the company.
Midea Group Co.Ltd(000333) board of directors April 30, 2022
