凤凰光学: 凤凰光学股份有限公司审计委员会实施细则（2025年修订）

General Overview - The implementation rules for the Audit Committee of Phoenix Optical Co., Ltd. have been revised in 2025 to clarify the responsibilities and operational norms of the committee, ensuring compliance with relevant laws and regulations [1][2]. Composition of the Audit Committee - The Audit Committee consists of three directors appointed by the Board, including two independent directors, with at least one being a professional in accounting [4]. - The committee's members must possess the necessary professional knowledge and business experience to fulfill their responsibilities [5]. - The committee is led by a chairperson who is an independent director with accounting expertise [6]. Responsibilities and Authority - The main responsibilities of the Audit Committee include supervising and evaluating external and internal audit work, proposing the hiring or replacement of external audit firms, and ensuring effective internal controls and accurate financial reporting [3][10]. - The committee must approve certain matters, such as financial report disclosures and significant accounting policy changes, before submission to the Board [9][10]. - The committee is tasked with reviewing the company's financial reports for accuracy and completeness, focusing on significant accounting issues and potential fraud [12]. Meeting Procedures - The Audit Committee is required to hold regular meetings at least quarterly, with provisions for special meetings as needed [16]. - A quorum for meetings requires the presence of at least two-thirds of the committee members, and decisions must be made by a majority vote [17][19]. - Meetings can be conducted in person or via other communication methods, ensuring all members can participate effectively [18]. Information Disclosure - The company must disclose the composition and professional background of the Audit Committee members, as well as their performance in fulfilling their duties [25][26]. - Any significant issues identified by the committee that meet disclosure standards must be reported promptly [27][28]. Implementation and Amendments - The implementation rules take effect upon approval by the Board and will be amended as necessary to comply with future laws and regulations [30][31].