Kunlun Tech Co., Ltd.
Board of Directors Audit Committee Implementation Rules (Draft)
(Applicable After H Share Offering and Listing)
Chapter 1 General Principles
Article 1 To strengthen the decision-making function of the Board of Directors of Kunlun Tech Co., Ltd. (hereinafter referred to as the "Company"), ensure effective supervision of the management by the Company's Board of Directors, improve the Company's corporate governance structure, and in accordance with the "Company Law of the People's Republic of China," the "Code of Corporate Governance for Listed Companies," the "Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited," the "Articles of Association," and other relevant regulations, the Company's Board of Directors hereby establishes the Board of Directors Audit Committee and formulates these Implementation Rules.
Article 2 The Board of Directors Audit Committee is a special working body of the Board of Directors established with the approval of the shareholders' meeting. It is responsible for reviewing the Company's financial information and its disclosure, supervising and evaluating internal and external audit work and internal controls, and simultaneously exercising the functions and powers of the supervisory board as stipulated in the "Company Law."
Article 3 The Audit Committee is accountable to the Board of Directors, and its proposals shall be submitted to the Board of Directors for deliberation and decision.
Article 4 The Audit Committee shall establish an Audit Working Group as its daily operational body, responsible for daily liaison and meeting organization.
Chapter 2 Composition of Personnel
Article 5 The Audit Committee shall be composed of three directors. Members of the Audit Committee shall be directors who do not hold senior management positions in the Company (non-executive directors) and shall possess the professional knowledge and experience necessary to perform the duties of the Audit Committee. More than half of the members of the Audit Committee shall be independent directors, and at least one independent director shall be a professional in accounting.
Employee representatives among the Company's directors may serve as members of the Audit Committee, provided they meet the qualification requirements set forth in the first paragraph of this Article.
Article 6 Members of the Audit Committee shall be nominated by the Chairman, more than half of the independent directors, or one-third of all directors, and shall be elected by the Board of Directors.
Article 7 The Audit Committee shall have one Chairman (Convener), who shall be an accountant among the independent director members. The Chairman shall be responsible for presiding over the committee's work. The Chairman shall be elected by all members from among the independent director members and shall be submitted to the Board of Directors for approval.
Article 8 The term of office of the Audit Committee shall be the same as 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 during their term, they shall automatically lose their membership, and the committee shall be replenished in accordance with the provisions of Articles 5 to 7 above.
Chapter 3 Responsibilities and Powers