Chapter 1 General Principles
Article 1
To improve the corporate governance structure of Meisheng Cultural Creative Co., Ltd. (hereinafter referred to as "the Company"), promote the Company's standardized and efficient operation, minimize financial and operational risks, and ensure effective supervision of the management by the board of directors, the Company has established the Audit Committee and formulated these working rules in accordance with the "Guidelines for Corporate Governance of Listed Companies" and other relevant laws, regulations, normative documents, and the "Articles of Association of Meisheng Cultural Creative Co., Ltd." (hereinafter referred to as "the Articles of Association").
Article 2
The resolutions made by the Audit Committee must comply with the Articles of Association, these working rules, and other relevant laws, regulations, and normative documents.
Article 3
The Audit Committee shall perform its duties independently according to the scope of responsibilities defined in the Articles of Association and these working rules, without interference from other departments of the Company.
Chapter 2 Composition and Personnel
Article 4
The Audit Committee shall consist of no less than three directors, who must not serve as senior management in the listed company. More than half of the members must be independent directors, and at least one independent director must be a professional accountant. Committee members shall diligently supervise and evaluate the internal and external audit work of the listed company, promote the establishment of effective internal controls, and provide truthful, accurate, and complete financial reports. Members should possess the professional knowledge and experience necessary to fulfill the responsibilities of the Audit Committee.
Article 5
Committee members shall be appointed by the board of directors.
Article 6
The Audit Committee shall have a chairperson, who shall be an independent director with an accounting background, responsible for leading the committee's work. The chairperson shall be appointed by the board of directors.
Article 7
The chairperson of the Audit Committee is responsible for convening and presiding over committee meetings. If the chairperson is unable to perform their duties, they may designate another member to act on their behalf. If the chairperson neither performs their duties nor designates another member, any committee member may report the situation to the board of directors, which will appoint a member to fulfill the chairperson's responsibilities.
Article 8
The term of office for Audit Committee members shall be the same as that of their directorship, and they may be re-elected. Before the term expires, members shall not be dismissed without cause unless circumstances arise as specified in the "Company Law," "Articles of Association," or these working rules. If a member resigns or is otherwise unable to serve as a director, their committee membership shall automatically terminate. The board of directors shall supplement new members according to the Articles of Association and these rules.
Article 9
If the number of Audit Committee members falls below two-thirds of the required number, the board of directors shall promptly supplement new candidates. The committee shall suspend its powers as defined in these working rules until the number of members reaches two-thirds of the required number.
Chapter 3 Responsibilities and Authority
Article 10
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. The following matters must be approved by more than half of all committee members before being submitted to the board of directors for consideration:
- Disclosure of financial information in financial accounting reports and periodic reports, and internal control evaluation reports;
- Hiring or dismissing the accounting firm responsible for auditing the listed company;
- Appointing or dismissing the financial officer of the listed company;
- Making changes to accounting policies, accounting estimates, or correcting significant accounting errors for reasons other than changes in accounting standards;
- Other matters stipulated by laws, regulations, and the Articles of Association.