Chapter One General Principles
Article 1
To strengthen the decision-making function of the Board of Directors of Meirui New Materials Co., Ltd. (hereinafter referred to as "the Company"), ensure the timeliness and professionalism of internal audit work, ensure effective supervision of management by the Board, and improve the corporate governance structure, the Company establishes the Audit Committee of the Board of Directors (hereinafter referred to as "the Audit Committee") and formulates these work regulations (hereinafter referred to as "these Regulations") in accordance with the Company Law of the People's Republic of China, the Securities Law of the People's Republic of China, the Self-Regulatory Guidelines No. 2 for Listed Companies on the Shenzhen Stock Exchange - Normative Operation of Growth Enterprise Market Listed Companies, the Articles of Association of Meirui New Materials Co., Ltd. (hereinafter referred to as "the Articles of Association"), and other relevant provisions.
Article 2
The Audit Committee is a specialized working body under the Board of Directors, mainly responsible for communication, supervision, and verification of internal and external audits, and performing the functions of the original Supervisory Board in accordance with the Company Law and the Articles of Association. It is accountable to the Board of Directors and reports its work to the Board.
Article 3
The Company shall establish an Audit Department, which is responsible to the Board of Directors and reports its work to the Audit Committee, under the supervision of the Audit Committee.
Article 4
The Company must provide necessary working conditions for the Audit Committee. When the Audit Committee performs its duties, the Company's management and relevant departments must cooperate. The Audit Committee shall perform its duties independently within the scope defined by the Articles of Association and these Regulations, without interference from other departments of the Company.
Chapter Two Composition
Article 5
The members of the Audit Committee shall consist of three directors who do not hold senior management positions, with a majority being independent directors, and an accounting professional among the independent directors shall serve as the convener. Employee representatives from the Board of Directors (if any) may become members of the Audit Committee.
Article 6
Members of the Audit Committee shall be 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 7
Meetings shall be chaired by the convener. If the convener is unable to attend, another independent director may be entrusted to preside over the meeting.
Article 8
The term of the Audit Committee shall be consistent with that of the directors. Upon expiration of the term, members may be re-elected. If a member ceases to be a director, they automatically lose their membership, and the committee shall supplement the number of members according to the provisions of Article 6 above. Committee members may resign from the Board before the term expires. Adjustments to committee members during the term may be made upon the proposal of the Chairman and approval by the Board of Directors. If the number of committee members falls below the required number due to resignation or dismissal, the Board of Directors shall appoint new members as soon as possible. If the number of Audit Committee members falls below the legal minimum or lacks accounting professionals due to resignation, the original members shall continue to perform their duties until the newly elected members assume office.
Article 9
The Board of Directors shall evaluate the independence and performance of the Audit Committee members and may replace those who are deemed unsuitable to continue serving.