Chapter 1 General Provisions
Article 1
To strengthen the scientific nature of the decision-making by the Board of Directors of Shanghai Weihong Electronic Technology Co., Ltd. (hereinafter referred to as "the Company"), improve decision-making levels, conduct pre-audits and professional audits, ensure effective supervision of senior management by the Board, and improve the corporate governance structure, the Board of Directors has established the Audit Committee and formulated these rules in accordance with the Company Law of the People's Republic of China, the Securities Law of the People's Republic of China, the Code of Corporate Governance for Listed Companies, the Measures for the Administration of Independent Directors of Listed Companies, the Articles of Association of Shanghai Weihong Electronic Technology Co., Ltd. (hereinafter referred to as "the Articles of Association"), and other relevant regulations.
Article 2
The Audit Committee is a specialized working body established by the Board of Directors in accordance with the provisions of the Articles of Association, primarily responsible for reviewing the Company's financial information and its disclosure, supervising and evaluating internal and external audit work, and internal controls.
Chapter 2 Composition
Article 3
The Audit Committee consists of three directors, none of whom shall serve as senior management of the Company, including two independent directors (at least one of whom must be an accounting professional). An accounting professional is defined as a person who meets one of the following criteria: (1) holds a certified public accountant qualification; (2) has a senior professional title in accounting, auditing, or financial management, an associate professor title or above, or a doctoral degree; (3) holds a senior professional title in economic management and has more than five years of full-time work experience in accounting, auditing, or financial management.
Article 4
Members of the Audit Committee are 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 5
The Audit Committee shall have one convener, who shall be an accounting professional among the independent directors, responsible for presiding over the committee's work; the convener shall be elected by the Board of Directors.
Article 6
The term of the Audit Committee is consistent with that of the Board of Directors, and each term shall not exceed three years. Upon expiration, members may be re-elected. If a member ceases to be a director of the Company, they automatically lose their qualification as a committee member, and the Board shall supplement the number of members according to Articles 3 to 5 of these rules. A committee member may submit a written resignation to the Board before the end of their term; if the resignation results in the number of committee members falling below the legal minimum or lacking an accounting professional, the resigning member shall continue to perform their duties until a new committee member is appointed. The Company shall complete the supplementary election within sixty days from the date of resignation.
Article 7
The Audit Committee has an Internal Audit Department as its daily operational body, responsible for daily work liaison and meeting organization. The Audit Committee supervises and evaluates the internal audit work, and the Internal Audit Department reports to the Audit Committee.