General Provisions - The audit committee is established to enhance the decision-making function of the board of directors, ensuring effective supervision of the management team and improving corporate governance structure [4][5] - The audit committee's resolutions must comply with the company's articles of association and relevant laws and regulations [4] Composition of the Audit Committee - The audit committee consists of three directors who are not senior management, with at least two independent directors, one of whom must be an accounting professional [4][5] - The committee members are nominated by the chairman, more than half of the independent directors, or one-third of all directors, and elected by the board [4][5] Responsibilities and Authority - The audit committee is responsible for reviewing financial information, supervising internal and external audits, and evaluating internal controls [11][12] - Key matters requiring the committee's approval include the disclosure of financial reports, hiring or firing external auditors, and appointing or dismissing the CFO [11][12] Meeting Procedures - The audit committee must hold at least four regular meetings annually, with the possibility of additional temporary meetings as needed [6][10] - Meetings can be conducted in person or via video/phone, and a quorum requires attendance from at least two-thirds of the members [6][10] Voting and Decision-Making - Decisions are made through a majority vote of the attending members, and each member has one vote [9][11] - The committee's resolutions must be documented and reported to the board of directors promptly [14][41] Reporting and Documentation - The audit committee must disclose its annual performance in the company's annual report, including meeting attendance and specific responsibilities fulfilled [15][41] - Meeting records must be accurate and comprehensive, reflecting the opinions expressed by members and signed by attendees [41][42]
惠通科技: 董事会审计委员会工作细则（2025年8月）