Chapter 1 General Principles
Article 1
To strengthen the decision-making function of the Board of Directors of Shenzhen Placo New Materials Co., Ltd. (hereinafter referred to as "the Company"), improve the audit evaluation and supervision mechanism of the Board, ensure effective supervision of senior management, and further enhance the corporate governance structure, the Company establishes the Audit Committee of the Board and formulates these rules in accordance with the Company Law of the People's Republic of China (hereinafter referred to as "the Company Law"), the Guidelines for Corporate Governance of Listed Companies, the Self-Regulatory Guidelines No. 2 for the Operation of GEM Listed Companies of the Shenzhen Stock Exchange, the Listing Rules of the Shenzhen Stock Exchange for GEM Stocks, and the Securities Listing Rules of The Stock Exchange of Hong Kong Limited (hereinafter referred to as "the Hong Kong Listing Rules"), as well as the provisions of the Articles of Association of Shenzhen Placo New Materials Co., Ltd. (hereinafter referred to as "the Articles of Association").
Article 2
The Audit Committee is a specialized working body under the Board of Directors, exercising the powers of the supervisory board as stipulated in the Company Law, and is responsible for reviewing the Company's financial information and its disclosure, supervising and evaluating internal and external audit work, and internal control.
Chapter 2 Composition
Article 3
The Audit Committee consists of three non-executive directors, with independent directors accounting for more than half, including at least one accounting professional with appropriate accounting or financial management expertise as required by the Hong Kong Listing Rules. Members of the Audit Committee should 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 4
Members of the Audit Committee are nominated by the Chairman, more than half of the independent directors, or one-third of all directors, and are elected or replaced by the Board of Directors.
Article 5
The Audit Committee shall have one convener, who shall be an accounting professional among the independent director members. The convener is appointed by the Board of Directors and is responsible for convening and presiding over the work of the Audit Committee.
Article 6
The term of the Audit Committee members is consistent with that of the Board of Directors. Members may be re-elected. If any member ceases to serve as a director or loses the independence required by the Hong Kong Listing Rules, they automatically lose their membership. The Board of Directors shall supplement the number of members within sixty days according to the provisions of this chapter.
Article 7
Members of the Audit Committee may resign before the end of their term by submitting a written resignation report to the Board of Directors. The resignation becomes effective upon delivery to the Board, but until a newly elected member assumes office, the original member shall continue to perform their duties in accordance with these rules.