Tech-Bank Food Co.Ltd(002124) detailed rules for the work of the audit committee of the board of directors
(revised in May 2022)
catalogue
Chapter I General Provisions Chapter II composition of the Audit Committee Chapter III functions, powers and obligations of the audit committee 2 Chapter IV decision making procedures Chapter V rules of procedure 5 Chapter VI Supplementary Provisions five
Chapter I General Provisions
Article 1 in order to strengthen the decision-making and supervision functions of the board of directors, achieve prior audit and professional audit, ensure the effective supervision of the board of directors over the management, and improve the corporate governance structure, the company hereby establishes the audit committee of the board of directors and formulates these working rules in accordance with the company law of the people's Republic of China, the governance standards of listed companies, the articles of association and other relevant provisions.
Article 2 the audit committee of the board of directors is a special working organization established by the board of directors in accordance with the resolution of the general meeting of shareholders, which is mainly responsible for the communication, supervision and verification of the internal and external audit of the company.
Chapter II composition of the audit committee
Article 3 the members of the audit committee are composed of three directors, with the majority of independent directors. 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, 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 of the accounting profession, 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 committee will make up the number of members according to the provisions of Articles 3 to 5 above.
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.
Chapter III functions, powers and obligations of the audit committee
Article 8 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) supervise and evaluate the company's internal control;
(V) be responsible for other matters authorized by laws and regulations, the articles of association and the board of directors;
(VI) review the medium and long-term plan and annual audit plan of internal audit and listen to the audit work report. Article 9 the audit committee shall supervise and evaluate the internal audit work. The internal audit department is responsible to the audit committee and reports to the audit committee. The responsibilities of the audit committee to guide and supervise the internal audit work must at least include the following aspects:
(I) guide and supervise the establishment and implementation of internal audit system;
(II) report to the board of directors at least once a quarter, including the progress, quality and major problems found in the internal audit;
(III) coordinate the relationship between the internal audit department and external audit units such as accounting firms and national audit institutions.
Article 10 the audit committee shall supervise the internal audit department to inspect the following matters at least once every six months, issue inspection reports and submit them to the audit committee. If the inspection finds that the company has violations of laws and regulations and non-standard operation, it shall report to Shenzhen Stock Exchange in time:
(I) the implementation of high-risk investments such as the use of raised funds, provision of guarantees, related party transactions, securities investment and derivatives transactions, provision of financial assistance, purchase or sale of assets, foreign investment and other major events;
(II) the company's large amount of capital transactions and capital transactions with directors, supervisors, senior managers, controlling shareholders, actual controllers and their affiliates.
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 11 in order to ensure the normal work, the audit committee has the right to obtain the necessary work materials and information:
(I) annual financial budget, monthly, quarterly, semi annual and annual financial statements, and discussion draft of each periodic report; (II) internal audit and external (independent) audit reports of the company and its subsidiaries;
(III) understand the matters discussed between the auditor and the management and the analysis of major unadjusted audit differences;
(IV) the management, finance department, internal audit department, independent auditors, Secretary of the board of directors, lawyers or other relevant departments shall be responsible for the legality, authenticity and accuracy of the materials or information provided to the audit committee.
Article 12 members of the audit committee shall perform the following obligations:
(I) faithfully perform their duties and safeguard the interests of the company and shareholders in accordance with laws, administrative regulations and the articles of Association;
(II) the company's secrets shall not be disclosed except in accordance with the law or with the consent of the board of directors;
(III) be responsible for the authenticity and legality of the contents of the reports or documents submitted to the board of directors.
Article 13 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 audit committee shall cooperate with the board of supervisors in the audit activities.
Chapter IV decision making procedures
Article 14 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:
(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 15 at the meeting of the audit committee, the report provided by the audit working group shall be reviewed, 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 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 16 the meeting of the audit committee is divided into regular meeting and interim meeting. The regular meeting shall be held at least four times a year. The interim meeting may be proposed by the members of the audit committee according to the needs of the work. All members shall be notified seven days before the meeting. The meeting shall be presided over by the chairman. If the chairman is unable to attend, he may entrust another member (independent director) to preside over the meeting.
Article 17 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. However, those who must withdraw according to relevant laws and regulations or the articles of association shall withdraw when voting at the meeting.
Article 18 the voting method of the audit committee meeting is a show of hands or voting; The meeting can be held in the form of on-site meeting, communication meeting, etc.
Article 19 members of the audit working group and the head of the Audit Department of the company 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 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, regulations, the articles of association and these measures.
Article 22 the meeting of the audit committee shall have minutes, which shall be signed by the members attending the meeting; The minutes of the meeting shall be kept by the Secretary of the board of directors of the company.
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.
Article 24 all members present at the meeting shall have the obligation to keep confidential the matters discussed at the meeting and shall not disclose relevant information without authorization.
Chapter VI supplementary provisions
Article 25 in case of any conflict between the relevant provisions of these detailed rules and the newly promulgated relevant laws, administrative regulations, rules, normative documents and the articles of association modified by legal procedures, the newly promulgated law shall prevail
Laws, administrative regulations, rules, normative documents and relevant provisions of the articles of association modified by legal procedures shall prevail.
Article 26 the detailed rules of work are formulated by the board of directors and shall come into force and come into force from the date of deliberation and adoption by the board of directors. The same is true when revising.
Article 27 the detailed rules shall be interpreted by the board of directors.
Tech-Bank Food Co.Ltd(002124) May 18, 2022
