电光科技: 电光防爆科技股份有限公司董事会审计委员会实施细则

General Principles - The company establishes the Audit Committee to enhance the decision-making function of the Board and improve the internal control system, ensuring effective supervision of the management by the Board [1] - The Audit Committee is a specialized working body set up by the Board according to the shareholders' resolution, primarily responsible for communication, supervision, and verification of internal and external audits [1] Composition of the Committee - Members of the Audit Committee must be directors who do not hold senior management positions, with independent directors making up more than half, and at least one independent director must be a professional accountant [2] - The committee members are nominated by the Chairman or the Nomination Committee and elected by a majority of the Board [2] Responsibilities and Authority - The main responsibilities of the Audit Committee include supervising and evaluating internal and external audits, proposing the appointment or replacement of external audit firms, and reviewing financial information and disclosures [3][4] - The committee is responsible for guiding and supervising the establishment and implementation of internal audit systems, reviewing annual internal audit plans, and reporting on the progress and quality of internal audits to the Board [2][3] Decision-Making Procedures - The Audit Department is directly led by the Audit Committee and is responsible for preparing written materials related to the committee's decisions, including financial reports and audit reports [4] - The committee must hold meetings at least quarterly, with a two-thirds attendance required for decisions to be valid, and decisions must be approved by a majority of the members [5] Meeting Rules - Meetings can be regular or temporary, and members must be notified at least seven days in advance [5] - The committee can invite external professionals for advice if necessary, with costs covered by the company [5][6] Supplementary Provisions - Any matters not covered by these rules will follow relevant national laws and regulations, and the rules will be revised as necessary [6] - The rules will take effect after being approved by the Board and the shareholders' meeting, with provisions related to stock listing to be implemented post-listing [6]