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ST银江: 董事会审计委员会实施细则(2025年6月)

General Provisions - The purpose of the implementation rules for the Audit Committee of Yinjian Technology Co., Ltd. is to strengthen the decision-making function of the board of directors, ensure effective supervision of the management, and improve the corporate governance structure [1][2] - The Audit Committee is a specialized working body established by the board of directors, responsible for reviewing financial information and overseeing internal and external audit work [1][2] Composition of the Committee - The Audit Committee consists of three directors, with a majority being independent directors, and at least one independent director must be a professional accountant [2][3] - The committee members are nominated by the chairman, more than half of the independent directors, or at least one-third of all directors, and elected by the board of directors [2][3] Responsibilities and Authority - The main responsibilities of the Audit Committee include supervising and evaluating external audit work, overseeing the internal audit system, reviewing financial information, and supervising the internal control system [4][5] - The committee is responsible for reporting to the board of directors and must approve certain decisions, such as the disclosure of financial reports and the hiring or dismissal of external auditors [5] Decision-Making Procedures - The Audit Department is responsible for preparing the committee's decisions and providing relevant materials, including financial reports and audit reports [7] - The committee meetings can be regular or temporary, with at least four regular meetings held annually, and decisions require a majority vote from the members present [9][10] Meeting Rules - Meetings must have at least two-thirds of the members present to be valid, and decisions are made by a majority vote [9][10] - The committee can invite other directors and senior management to attend meetings if necessary, and all attendees have confidentiality obligations regarding the discussed matters [10] Supplementary Provisions - The implementation rules take effect upon approval by the board of directors, and any unresolved matters will be governed by relevant national laws and regulations [11]