Chapter 1 General Principles
Article 1
To strengthen the decision-making function of the board of directors, ensure pre-audit and professional audit, and further improve the corporate governance structure, the Audit Committee (hereinafter referred to as the "Committee") is established in accordance with the Company Law of the People's Republic of China, the Code of Corporate Governance for Listed Companies, the Self-Regulatory Guidelines for Listed Companies on the Shenzhen Stock Exchange No. 1 - Standardized Operation of Main Board Listed Companies, the Articles of Association, and other relevant regulations.
Article 2
The Audit Committee is a specialized working body established by the board of directors and is accountable to the board. It is mainly responsible for the communication, supervision, and verification of the company's financial information, internal controls, and internal and external audits.
Chapter 2 Composition
Article 3
The Audit Committee consists of three directors who do not hold senior management positions in the company, with at least two independent directors, and at least one independent director must be a professional accountant. Committee members should possess the professional knowledge necessary to fulfill the responsibilities of the Audit Committee.
Article 4
The Audit Committee is nominated by the chairman or more than half of the independent directors or one-third of all directors and is elected by the board of directors.
Article 5
The Audit Committee shall have one convener, who must be an accounting professional among the independent directors, appointed by the board of directors.
Article 6
The term of the Audit Committee is consistent with that of the board of directors. Members may be re-elected upon the expiration of their term. If a member ceases to be a director of the company, they will automatically lose their committee membership. The board shall supplement new members according to the Articles of Association and these rules. Audit committee members may submit a written resignation to the board before their term expires; if the resignation results in the committee falling below the legal minimum number of members or lacking an accounting professional, the resigning member shall continue to perform their duties until a new member is appointed. The company shall complete the supplementary election within sixty days from the date of resignation.
Article 7
The Audit Committee shall establish an audit working group (which may be located in the audit department) responsible for daily work liaison and meeting organization.
Chapter 3 Responsibilities and Authority
Article 8
The Audit Committee is responsible for reviewing the company's financial information and its disclosure, supervising and evaluating internal and external audit work and internal controls, exercising the powers of the supervisory board as stipulated in the Company Law.