国晟科技: 董事会审计委员会工作细则（2025年修订）

General Overview - The company establishes an Audit Committee under the Board of Directors to enhance decision-making and ensure effective supervision of financial activities and operations [2][3] - The Audit Committee is responsible for overseeing external audits, guiding internal audits, and ensuring accurate financial reporting [2][3] Structure and Composition - The Audit Committee consists of at least three directors, with a majority being independent directors, including at least one accounting professional [7][8] - The Chairman of the Audit Committee must be an independent director and an accounting professional [10] - The company is required to provide necessary conditions and support for the Audit Committee's operations [4][5] Responsibilities and Authority - The Audit Committee has the authority to inspect financial records, supervise the actions of directors and senior management, and propose the convening of extraordinary shareholder meetings [16][17] - It is responsible for reviewing financial information, supervising internal and external audits, and evaluating internal controls [18][19] - The Committee must approve significant financial disclosures and the hiring or dismissal of external auditors [17][18] Meetings and Procedures - The Audit Committee is required to hold at least one meeting per quarter, with provisions for special meetings as needed [26][27] - Meetings must have a quorum of at least two-thirds of the members present, and decisions require a majority vote [30][31] - Detailed meeting records must be maintained, reflecting the opinions of all members [34][35] Disclosure and Reporting - The company must disclose the composition and professional background of the Audit Committee members, as well as their performance annually [39][40] - Any significant issues identified by the Audit Committee must be reported to the Board and disclosed to the public if they meet regulatory standards [41][42]