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Jindan Technology: Working Rules of the Audit Committee of the Board of Directors

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Jindan Technology: Working Rules of the Audit Committee of the Board of Directors

SummaryHenan Jindan Lactic Acid Technology Co., Ltd. Working Rules of the Audit Committee of the Board of Directors

Jindan Technology: Working Rules of the Audit Committee of the Board of Directors

SummaryHenan Jindan Lactic Acid Technology Co., Ltd. Working Rules of the Audit Committee of the Board of Directors

Detail

Henan Jindan Lactic Acid Technology Co., Ltd.

Working Rules of the Audit Committee of the Board of Directors

Chapter 1 General Provisions

Article 1 In order to promote Henan Jindan Lactic Acid Technology Co., Ltd. (hereinafter referred to as the "Company") to improve the level of corporate governance, standardize the operation of the audit committee of the company's board of directors, perform prior audits and professional audits, and ensure the effective supervision of the board of directors over the managers. Improve the corporate governance structure, in accordance with the "Company Law of the People's Republic of China" (hereinafter referred to as the "Company Law"), "Listed Company Governance Guidelines", "Basic Standards for Corporate Internal Control", and "Shenzhen Stock Exchange GEM Stock Listing Rules" Other relevant laws, administrative regulations, regulatory documents and relevant provisions of the "Articles of Association of Henan Jindan Lactic Acid Technology Co., Ltd." (hereinafter referred to as the "Articles of Association"), the company has set up an audit committee of the board of directors and formulated these implementation rules. Article 2 The Audit Committee of the Board of Directors is a special working organization under the Board of Directors, which is mainly responsible for the communication, supervision and verification of internal and external audits of the company.

Chapter 2 Staff Composition

Article 3 The members of the audit committee shall consist of 3 directors, of which at least one half of the members must be independent directors.

Article 4 The members of the audit committee shall be nominated by the chairman of the board, more than one-half of independent directors, or one-third of all directors, and shall be elected by the board of directors.

Article 5 The audit committee shall have a convener, who shall be an independent director who is responsible for presiding over the work of the committee; the convener shall be elected by the board of directors. The convener of the audit committee must have professional experience in accounting or financial management.

Article 6 All members of the audit committee must have professional knowledge and business experience capable of performing the duties of the audit committee.

The company must organize the members of the audit committee to participate in relevant training, so that they can obtain the laws and meetings required for the performance of their duties in a timely manner.

Expertise in planning and supervision of listed companies. Article 7 The board of directors of the company shall periodically evaluate the independence and performance of the audit committee members, and may replace members who are not suitable for continuing to serve as necessary.

Article 8 The term of the audit committee shall be the same as that of the board of directors, and the members may be re-elected after their term of office expires. During this period, if any committee member ceases to serve as a director of the company, he will automatically lose his qualification as a committee member, and the committee shall make up the number of members in accordance with the provisions of Articles 3 to 6.

Chapter III Duties and Responsibilities

Article 9 The main duties of the audit committee are:

(1) Supervise and evaluate the work of external audit institutions;

(2) Guide internal audit work;

(3) Review the company's financial report and express opinions on it;

(4) Assess the effectiveness of internal control;

(5) Coordinate the communication between the management, internal audit department and related departments and external audit institutions;

(6) Other matters authorized by the company's board of directors and other matters involved in relevant laws and regulations.

Article 10 The responsibilities of the audit committee to supervise and evaluate the work of external audit institutions must include at least the following aspects:

(1) Assess the independence and professionalism of external audit institutions, especially the impact of non-audit services provided by external audit institutions on their independence;

(2) Make recommendations to the board of directors on hiring or replacing external audit institutions;

(3) Review the audit fees and terms of employment of external audit institutions;

(4) Discuss and communicate with external audit institutions the scope of audit, audit plan, audit methods, and major issues discovered during the audit;

(5) Supervise and evaluate whether the external audit agency is diligent and responsible.

Article 11 The duties of the audit committee to direct internal audit work must include at least the following aspects:

(1) Review the company's annual internal audit work plan;

(2) Supervise and urge the implementation of the company's internal audit plan;

(3) Review the internal audit work report, evaluate the results of the internal audit work, and supervise the rectification of major issues;

(4) Guide the effective operation of the internal audit department.

The internal audit department of the company must report to the audit committee. Various audit reports submitted by the internal audit department to the management, the rectification plan for audit issues, and the rectification situation must be submitted to the audit committee at the same time. Article 12 The audit committee’s responsibilities for reviewing the company’s financial report and expressing opinions on it must include at least the following aspects:

(1) Review the company's financial report and give opinions on the authenticity, completeness and accuracy of the financial report;

(2) Focus on the major accounting and auditing issues of the company's financial reports, including major accounting error adjustments, major accounting policy and estimation changes, matters involving important accounting judgments, matters that lead to non-standard unqualified audit reports, etc.;

(3) Pay special attention to the possibility of fraud, fraud and material misstatement related to financial reporting;

(4) Supervise the rectification of financial report issues.

Article 13 The responsibility of the audit committee to evaluate the effectiveness of internal control must include at least the following aspects:

(1) Assess the appropriateness of the design of the company's internal control system;

(2) Review the internal control self-evaluation report;

(3) Review the internal control audit report issued by the external audit institution, communicate with the external audit institution the problems found and the improvement methods;

(4) Evaluate the results of internal control evaluation and audit, and supervise the rectification of internal control deficiencies.

Article 14 The responsibility of the Audit Committee to coordinate the communication between the management, internal audit department and related departments and external audit institutions includes:

(1) Coordinating management's communication with external audit institutions on major audit issues;

(2) Coordinating the communication between the internal audit department and the external audit agency and the coordination of the external audit work.

Article 15 The audit committee is responsible to the board of directors, and the committee's proposals are submitted to the board of directors for deliberation and decision. The audit committee shall cooperate with the audit activities of the board of supervisors.

Chapter 4 Decision-making Procedure

Article 16 The relevant departments of the company are responsible for the preliminary preparations for the audit committee’s decision, and provide the company with

Written information of relevant parties:

(1) Company-related financial reports;

(2) Work reports of internal and external audit institutions;

(3) External audit contract and related work report;

(4) Information disclosure of the company;

(5) Audit report on the company's major related-party transactions;

(6) Other related matters.

Article 17 The audit committee meeting shall comment on the report provided by the audit working group and submit relevant written resolution materials to the board of directors for discussion:

(1) Evaluation of the work of external audit institutions, the appointment and replacement of external audit institutions;

(2) Whether the company's internal audit system has been effectively implemented, and whether the company's financial report is comprehensive and true;

(3) Whether the company’s financial reports and other information disclosed to the outside world are objective and true, and whether the company’s major related-party transactions comply with relevant laws and regulations;

(4) The work evaluation of the company's financial department and auditing department, including the person in charge;

(5) Other related matters.

Chapter 5 Rules of Procedure

Article 18 Audit committee meetings are divided into regular meetings and ad hoc meetings. Convened and presided over by the chairman of the audit committee.

When the chairman of the audit committee is unable to perform his duties, the chairman shall appoint an independent board member to perform his duties on his behalf.

Article 19 The Audit Committee shall hold at least four regular meetings each year.

The Audit Committee may convene ad hoc meetings as needed. When two or more members of the audit committee propose, or the convener of the audit committee deems it necessary, an ad hoc meeting may be convened.

Article 20 All members must be notified three days before the regular meeting. The temporary meeting can be convened at any time with the consent of all members. The meeting is presided over by the convener. If the chairman cannot attend, another member (independent director) can be entrusted to preside.

Article 21 The audit committee meeting shall be held only when more than two-thirds of the members are present; each member has one vote; resolutions made by the meeting must be passed by more than half of all members.

Article 22 The voting method of the audit committee meeting shall be a registered vote; an ad hoc meeting may be convened by means of communication voting.

Article 23 When the audit committee meeting discusses issues related to the committee members, the related committee members shall withdraw. The audit committee meeting can be held when more than half of the unrelated members are present, and the resolutions of the meeting must be passed by more than half of the unrelated members; if the number of unrelated members present at the meeting is less than half of the total number of unrelated members of the audit committee At the moment, the matter should be submitted to the board of directors for deliberation.

Article 24 If necessary, the audit committee may hire an intermediary agency to provide professional opinions for its decision-making, and the company shall pay for the expenses.

Article 25 The procedures for convening the audit committee meeting, the voting method and the resolutions passed at the meeting must comply with the relevant laws, regulations, articles of association and these rules.

Article 26 The audit committee meeting shall have minutes, and the members and other personnel attending the meeting shall sign the meeting minutes; the meeting minutes shall be kept by the secretary of the company's board of directors for a period of 10 years.

Article 27 The members of the Audit Committee attending the meeting are obliged to keep confidential the matters discussed at the meeting and shall not disclose relevant information without authorization.

Chapter VI Supplementary Provisions

Article 28 For matters not covered by this system, the company shall execute in accordance with the relevant laws, administrative regulations, departmental rules, regulatory documents and the company's articles of association.

Article 29 The "above" mentioned in these rules includes the number.

Article 30 These working rules will be implemented after approval by the company's board of directors.

Article 31 This system shall be interpreted by the company’s board of directors.

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Copyright © Henan Jindan lactic acid Technology Co., Ltd.

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Copyright © Henan Jindan lactic acid Technology Co., Ltd.

豫ICP备16032859号   Powered by www.300.cn