Chapter 1 General Principles
Article 1
To standardize the selection (including reappointment and transfer) of accounting firms for auditing financial statements at Suzhou Kede Education Technology Co., Ltd. (hereinafter referred to as "the Company"), and to improve the quality of financial information disclosure, this system is formulated in accordance with the "Company Law of the People's Republic of China," "Management Measures for the Selection of Accounting Firms by State-owned Enterprises and Listed Companies," and other relevant laws and regulations, as well as the provisions of the "Articles of Association of Suzhou Kede Education Technology Co., Ltd." (hereinafter referred to as "the Articles of Association"), combined with the specific circumstances of the Company.
Article 2
The term "selection of accounting firms" in this system refers to the Company's appointment of accounting firms to express audit opinions and issue audit reports on financial accounting reports, internal controls, etc., as required by relevant laws and regulations. The Company may also apply this system to appoint accounting firms for other statutory audit services beyond financial accounting report audits.
Article 3
The selection of accounting firms by the Company shall be reviewed and approved by the Board of Directors' Audit Committee (hereinafter referred to as "the Audit Committee") and then submitted for deliberation by the Board of Directors and the shareholders' meeting. The Company shall not appoint accounting firms to conduct audit services before the deliberation by the Board of Directors and the shareholders' meeting.
Article 4
The Company's controlling shareholders and actual controllers shall not designate accounting firms to the Company before the deliberation by the Board of Directors and the shareholders' meeting, nor shall they interfere with the Audit Committee's independent review responsibilities.
Chapter 2 Quality Requirements for Accounting Firms
Article 5
The accounting firms selected by the Company must meet the following conditions:
- Possess independent legal entity status and the qualifications required by national industry authorities and the China Securities Regulatory Commission to conduct securities and futures-related business;
- Have a fixed workplace, a sound organizational structure, and a complete internal management and control system;
- Be familiar with relevant national laws, regulations, rules, and policies regarding financial accounting;
- Diligently implement relevant laws, regulations, rules, and policies regarding financial audits, and have a good record of professional quality, ethics, and reputation;
- Have standardized and complete business quality control systems, risk control systems, and sound internal management systems;
- Have registered accountants capable of completing audit tasks and ensuring audit quality;
- Other conditions stipulated by the China Securities Regulatory Commission or the Shenzhen Stock Exchange.
Chapter 3 Procedures for Selecting Accounting Firms
Article 6
The following institutions or individuals may propose the selection of accounting firms to the Company's Board of Directors:
- The Company's Audit Committee;
- More than half of the independent directors or more than one-third of the directors.
Article 7
The Audit Committee is responsible for the selection of accounting firms and supervising the conduct of their audit work. The Audit Committee shall earnestly perform the following duties:
- Formulate policies, processes, and relevant internal control systems for selecting accounting firms as authorized by the Board of Directors;
- Propose to initiate the selection of accounting firms;
- Review selection documents, determine evaluation elements and specific scoring criteria, and supervise the selection process;
- Propose the accounting firms to be selected and the audit fees, submitting them for decision by the decision-making body;
- Supervise and evaluate the audit work of the accounting firms;
- Regularly (at least once a year) submit evaluation reports on the performance of the appointed accounting firms and reports on the Audit Committee's supervisory responsibilities to the Board of Directors;
- Be responsible for other matters related to the selection of accounting firms as stipulated by laws and regulations and authorized by the Articles of Association and the Board of Directors.