北矿科技: 北矿科技董事会审计委员会工作细则（2025年8月）

General Overview - The company establishes an Audit Committee under the Board of Directors to enhance decision-making and ensure effective supervision of the management team [1][2] - The Audit Committee is responsible for overseeing internal and external audit processes and ensuring accurate financial reporting [1][2] Composition of the Audit Committee - The Audit Committee consists of three directors, with a majority being independent directors [2][5] - The Chairperson of the Audit Committee must be an independent director with accounting expertise [2][8] - Members are required to have the necessary professional knowledge and experience to fulfill their duties [2][7] Responsibilities and Authority - The Audit Committee has the authority to inspect financial records, supervise management actions, and propose the convening of extraordinary shareholder meetings [4][12] - It is responsible for reviewing financial information, supervising audit work, and evaluating internal controls [4][13] - The Committee must approve significant financial disclosures and the hiring or dismissal of external auditors [5][15] Internal and External Audit Oversight - The Audit Committee supervises the work of external auditors, ensuring their independence and professionalism [6][17] - It evaluates the effectiveness of internal audits and oversees the implementation of internal audit plans [6][19] - The Committee must report any significant issues to the Board and may hire external consultants for professional opinions [6][24] Meeting Procedures - The Audit Committee is required to meet at least quarterly, with provisions for special meetings as needed [10][27] - A quorum of two-thirds of the members is necessary for meetings to proceed [10][28] - Meeting records must be maintained for at least ten years, and confidentiality is required from all attendees [10][32] Disclosure and Reporting - The company must disclose the Audit Committee's annual performance and any significant issues identified during its oversight [12][37] - Any recommendations made by the Audit Committee that are not adopted by the Board must be disclosed with explanations [12][39] - The company is required to follow legal and regulatory guidelines for disclosing the Audit Committee's opinions on major matters [12][40]