Chapter 1 General Principles
Article 1
To strengthen the decision-making function of the Board of Directors of Shaanxi Meinuo Clean Energy Group Co., Ltd. (hereinafter referred to as "the Company"), to conduct pre-audit and professional audits, improve the internal control system, and enhance corporate governance structure, the Company establishes the Audit Committee of the Board of Directors (hereinafter referred to as "the Committee") and formulates these rules in accordance with the Company Law of the People's Republic of China (hereinafter referred to as "the Company Law") and other relevant laws, regulations, and normative documents as well as the provisions of the Articles of Association.
Article 2
The Committee is a specialized institution under the Board of Directors, responsible to the Board, primarily overseeing communication, supervision, and verification of internal and external audits.
Article 3
The Company shall provide necessary working conditions for the Committee and assign dedicated personnel or institutions to handle daily tasks such as communication, meeting organization, material preparation, and file management. The Company’s management and relevant departments must cooperate with the Committee in fulfilling its responsibilities.
Chapter 2 Composition
Article 4
Committee members must be directors who do not hold senior management positions in the listed company. The Committee shall consist of no less than three directors, with independent directors making up the majority, and at least one independent director must be a professional accountant. All members must possess the professional knowledge and business experience necessary to fulfill the Committee's responsibilities.
Article 5
Committee members shall be nominated by the Chairman, more than half of the independent directors, or more than one-third of all directors, and elected by the Board of Directors.
Article 6
The Committee shall have a Chairperson responsible for presiding over the Committee's work and convening meetings. The Chairperson shall be elected from among the independent directors and approved by the Board.
Article 7
The Company shall organize training for Committee members to ensure they acquire the necessary legal, accounting, and regulatory knowledge required for their duties.
Article 8
The term of the Committee shall be consistent with that of the Board of Directors. Members may be re-elected upon term expiration. If a member ceases to be a director, they automatically lose their Committee membership. If the number of members falls below two-thirds of the required number due to resignation, dismissal, or other reasons, the Board shall supplement the membership according to Articles 4 to 6; resigning members must still fulfill their duties until new members are appointed.
Article 9
The daily operational body of the Committee is the internal audit department, which operates independently of the Company’s finance department and reports to the Committee, executing specific responsibilities as per the Internal Audit Management System.
Chapter 3 Responsibilities and Authority
Article 10
The Committee is responsible for reviewing the Company's financial information and its disclosure, supervising and evaluating internal and external audit work, and internal controls. The Committee exercises the powers of the supervisory board as stipulated in the Company Law.