RAINBOW(SZ:002419) Zheng Quan Zhi Xing·2025-08-11 11:14General Principles - The purpose of the audit committee's working rules is to enhance the governance mechanism of Tianhong Digital Commerce Co., Ltd., improve internal control capabilities, and facilitate effective supervision of the management by the board of directors [2][3] - The audit committee is a specialized working body established by the board of directors, operating under the authority granted by the Company Law and the company's articles of association [2][3] Composition of the Committee - The audit committee consists of five directors who are not senior management, with at least three independent directors, including one professional accountant [3] - The chairman of the audit committee must be an independent director and a professional accountant, elected by the board of directors [3] Responsibilities and Authority - The audit committee is responsible for reviewing the company's financial information, supervising internal and external audit work, and evaluating internal controls [4][5] - Key responsibilities include approving financial reports, hiring or dismissing external auditors, and overseeing internal audit activities [4][5] Work Procedures - The audit committee meetings are convened by the chairman, with a minimum of quarterly meetings and additional meetings as necessary [7] - A quorum for meetings requires the presence of at least two-thirds of the committee members, and decisions must be approved by a majority [7][8] Confidentiality and Record Keeping - All attendees of the audit committee meetings are bound by confidentiality obligations regarding the matters discussed [8] - Meeting records must be maintained for at least ten years, and decisions made during meetings must be reported in writing to the board of directors [8][9]