Core Points - The article outlines the establishment and operational guidelines of the Audit Committee of Luyin Investment Group Co., Ltd, emphasizing its role in supervising financial information, internal controls, and auditing processes [1][2][3] Group 1: General Provisions - The Audit Committee is established to enhance the internal supervision mechanism of the company, based on various laws and regulations [1] - The committee is responsible for supervising and evaluating both internal and external audit work, providing consultation and recommendations to the board of directors [1][2] Group 2: Composition of the Audit Committee - The committee consists of three directors, including two independent directors, with at least one being a professional in accounting [3][4] - The members are nominated by the chairman or a majority of independent directors and elected by the board [4] Group 3: Responsibilities and Powers - The main responsibilities include reviewing financial information, supervising external audits, evaluating internal audits, and overseeing internal controls [8][9] - The committee has the authority to propose the hiring or dismissal of external auditors and to review significant financial reports [9][10] Group 4: Meeting Procedures - The Audit Committee must hold at least one meeting per quarter, with a quorum of two-thirds of its members required for decisions [12][13] - Meetings can be conducted in person or via other means, ensuring all members can communicate effectively [13][14] Group 5: Reporting and Accountability - The committee is required to submit written reports of its decisions and evaluations to the board of directors [14][15] - It has the authority to report any violations of laws or regulations by directors or senior management to the board or regulatory authorities [10][11]

恒力石化股份有限公司 董事会审计委员会实施细则（2025 年修订） 第一章 总则 第一条 为提高恒力石化股份有限公司（以下简称"公司"）治理水平，强化 董事会决策功能，规范董事会决策机制，确保董事会对管理层的有效监督，完善 公司治理结构，根据《中华人民共和国公司法》 （以下简称" $$\langle\langle\lambda\langle\overline{{{\Xi}}}|\rangle\langle\pm\rangle\;\;"\rangle\;\;\rangle$$ $$\langle\perp\!\!\!\perp\!\!\!\perp\!\!\!\!\perp\!\!\!\!\perp\!\!\!\!\perp$$ 《上市公司独立董事管理办法》 《上海证券交易所上市公司自律监 管指引第 1 号——规范运作》 《恒力石化股份有限公司章程》 （以下简称"公司章 程"）及其他有关规定，公司特设立董事会审计委员会（以下简称"审计委员会"）， 并制订本细则。 公司治理准则》 第二条 董事会审计委员会是董事会设立的专门工作机构，主要负责审核公 司财务信息及其披露、监督及评估内外部审计工作和内部控制，行使《公司 ...

广东和胜工业铝材股份有限公司 第一章 总则 第一条 为强化董事会决策功能，做到事前审计、专业审计，确保董事会对 经理层的有效监督，完善公司治理结构，根据《中华人民共和国公司法》（以下 简称"《公司法》"）、《深圳证券交易所股票上市规则》、《深圳证券交易所 上市公司自律监管指引第 1 号——主板上市公司规范运作》《广东和胜工业铝材 股份有限公司章程》（以下简称"《公司章程》"）及其他有关规定，公司设立 董事会审计委员会，并制定本工作细则。 第二条 董事会审计委员会是董事会下设的专门委员会，行使《公司法》规 定的监事会的职权，对董事会负责，向董事会报告工作。 第二章 人员组成 第三条 审计委员会由三名以上不在公司担任高级管理人员的董事组成，其 中独立董事应当过半数。公司董事会成员中的职工代表可以成为审计委员会成员。 审计委员会的召集人应当为独立董事且为会计专业人士。 （四）监督及评估公司的内部控制； （五）行使《公司法》规定的监事会的职权； （六）参与对内部审计负责人的考核； （七）在履行监督职责过程中，对违反法律法规、《深圳证券交易所创业板 股票上市规则》、《规范运作指引》、深圳证券交易所其他相关规定、《公司章 ...

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]

Core Points - The article outlines the rules and responsibilities of the Audit Committee of Shenyang Chemical Co., Ltd, emphasizing the importance of internal control and effective supervision of the management team [2][3][4] Group 1: General Provisions - The Audit Committee is established to enhance the decision-making function of the board and ensure effective supervision of the management [2] - The committee is responsible for communication, supervision, and verification of internal and external audits, reporting directly to the board [2][3] - The company must provide necessary resources and support for the Audit Committee to perform its duties effectively [4] Group 2: Composition of the Committee - The Audit Committee consists of five members, including three independent directors, with an accounting professional serving as the chairperson [4] - Members must possess relevant professional knowledge and experience, ensuring they can effectively supervise and evaluate audit work [4][5] - The term of the Audit Committee aligns with that of the board, with independent directors limited to a maximum of six consecutive years [5] Group 3: Responsibilities and Authority - The committee's main responsibilities include evaluating compliance with laws and regulations, overseeing financial reporting, and guiding risk management and internal control systems [6][7] - It is tasked with reviewing financial reports, auditing plans, and ensuring effective communication between internal and external auditors [6][7][8] - The committee has the authority to propose the hiring or dismissal of external auditors and to report significant issues to the board [7][8] Group 4: Meeting Procedures - The Audit Committee must meet at least quarterly, with additional meetings called as necessary [26] - Meetings require the presence of at least two-thirds of the members to be valid [26] - The committee is responsible for maintaining accurate records of meetings and decisions made [34][36] Group 5: Reporting and Accountability - The Audit Committee must report its activities and findings to the board, including any significant issues or risks identified [12][21] - It has the authority to initiate investigations into financial misconduct and to recommend corrective actions [12][21] - The committee can also call for a temporary shareholders' meeting if necessary [23][24]

Core Viewpoint - The traditional "supervisory board" structure in Chinese companies is being replaced by a more efficient governance model, particularly with the implementation of the new Company Law, which allows for the establishment of audit committees within the board of directors to assume the functions of the supervisory board [1][2][3]. Group 1: Changes in Governance Structure - Several insurance companies, including China Pacific Insurance and others, have announced the abolition of their supervisory boards, aligning with the new Company Law [1][2]. - The new Company Law, effective July 1, 2024, permits state-owned companies to set up audit committees composed of directors to perform the duties of the supervisory board, eliminating the need for a supervisory board [2]. - Major state-owned banks and other financial institutions have also followed suit, announcing the dissolution of their supervisory boards, with their functions being transferred to the audit committees [2]. Group 2: Implications of the New Governance Model - The removal of the supervisory board is driven by policy changes and the need for cost and efficiency optimization, as it reduces management layers and associated costs [3]. - The audit committee, which is typically composed of independent directors, is expected to enhance oversight by being closer to decision-making processes, thus improving information access and independence compared to the supervisory board [3]. - The new governance structure aims to address issues of insufficient independence and limited information access that were prevalent in the supervisory board system [3]. Group 3: Impact on Directors and Officers Liability Insurance - The new Company Law has significantly increased the liability risks for directors and senior executives, making them jointly liable for damages caused by intentional misconduct or gross negligence [4]. - The law allows companies to purchase liability insurance for directors, which is a new legislative development aimed at protecting them from increased risks [4]. - Following the implementation of the new Company Law, there has been a notable increase in the market for directors and officers liability insurance, with over 270 A-share listed companies announcing their intention to purchase such insurance in the first half of the year [4][5].

新疆汇嘉时代百货股份有限公司董事会审计委员会议事规则 新疆汇嘉时代百货股份有限公司 （2025 年 7 月 30 日第六届董事会第二十一次会议审议通过） 第一章 总 则 第一条 为规范新疆汇嘉时代百货股份有限公司（以下简称"公司"）董事 会决策机制，实现对公司财务收支和各项经营活动的有效监督，根据《中华人民 共和国公司法》(以下简称《公司法》)《上市公司治理准则》《上海证券交易所 自律监管指引第 1 号--规范运作》《新疆汇嘉时代百货股份有限公司章程》（以 下简称"公司章程"）及其他有关法律、法规和规范性文件的规定，制定本议事 规则。 第二条 董事会审计委员会（以下简称"审计委员会"或"委员会"）是董 事会下设的专门委员会，主要负责审核公司财务信息及其披露、监督及评估内外 部审计工作和内部控制。 第三条 审计委员会所作决议，必须遵守公司章程、本议事规则及其他有关 法律、法规和规范性文件的规定。 第四条 审计委员会根据公司章程和本议事规则规定的职责范围履行职责， 独立工作，不受公司其他部门干涉。 第二章 人员构成 第五条 审计委员会成员由董事会从董事会成员中任命，应为不在公司担任 高级管理人员的董事。审计委员会 ...

中远海运发展股份有限公司 董事会审计委员会工作细则 （以下简称《监管指引第 1 号》 ）、 《上市公司独立董事管理办法》《中远海运发展股份有限公 司章程》 第一条 为进一步完善公司治理结构，强化董事会决策 功能，确保董事会对管理层的有效监督，公司董事会决定设 立审计委员会，并根据《中华人民共和国公司法》（以下简 称"《公司法》"）《上市公司治理准则》《上海证券交易所股 票上市规则》 《香港联合交易所有限公司证券上市规则》 （以 下合称《上市规则》）、《上海证券交易所上市公司自律监管 指引第 1 号——规范运作》 （经公司第七届董事会第二十九次会议审议批准） 第一章 总则 （以下简称《公司章程》）及其他有关规定，制订本 工作细则。 第二条 董事会审计委员会是董事会下属的专门工作机 构，行使《公司法》及上市地证券监督管理机构规定的监事 会的职权，对董事会负责，向董事会报告工作。 第二章 人员组成 第三条 审计委员会成员应不少于三名，所有委员均自 不在公司担任高级管理人员的现任非执行董事中产生，其中 独立非执行董事必须超过半数。委员中至少有一名具备会计 专业的独立非执行董事，且该等会计专业须符合《上市规则》 《监管 ...

General Provisions - The company establishes an Audit Committee to enhance the decision-making function of the Board and ensure effective supervision of financial and operational activities [1] - The Audit Committee is a specialized working body of the Board, responsible for overseeing auditing and internal control systems [1] Composition and Personnel - The Audit Committee consists of three directors, including two independent directors, with at least one being a professional accountant [2] - The term of the Audit Committee members aligns with their term as directors, and if a member resigns, their committee membership is automatically terminated [2] Responsibilities and Authority - The main responsibilities of the Audit Committee include reviewing financial information, supervising internal and external audits, and assessing internal controls [3] - The Audit Committee must report any significant internal control deficiencies or risks to the Board and the Shenzhen Stock Exchange [3][4] Decision-Making Procedures - The Audit Committee meetings can be regular or temporary, with regular meetings held quarterly [4] - A quorum for meetings requires attendance from at least two-thirds of the committee members, and decisions must be approved by a majority [5] Meeting Procedures - Meetings can be conducted in person or via electronic means, and members must maintain confidentiality regarding discussed matters [6] - The committee may invite external professionals for advice, with costs covered by the company [6]

General Principles - The purpose of the audit committee is to enhance the decision-making function of the board, ensuring effective supervision of the management and improving the corporate governance structure [1][2] - The audit committee is a specialized working body established by the board of directors, responsible for reviewing financial information and overseeing internal and external audit work [1][3] Composition of the Committee - The audit committee consists of three directors, with at least two-thirds being independent directors, and at least one independent director must be a professional in accounting [3][4] - The committee's convener must be an independent director with accounting expertise, responsible for leading the committee's work [4][5] Responsibilities and Authority - The audit committee is responsible for reviewing financial information, supervising internal and external audits, and evaluating internal controls [8][9] - Key responsibilities include approving financial reports, hiring or dismissing audit firms, and overseeing internal audit plans [8][9][10] Meeting Procedures - The audit committee must meet at least quarterly, with a quorum requiring the presence of two-thirds of its members [5][9] - Meetings can be called by the convener or upon request by two or more members, and decisions require a majority vote [9][12] Reporting and Documentation - The committee must report its decisions to the board of directors, and all meeting records must be maintained for at least ten years [13][30] - Members have confidentiality obligations regarding the information discussed in meetings [14] Amendments and Interpretation - The audit committee's working rules are subject to national laws and regulations, and any inconsistencies will defer to those laws [16][16] - The board of directors holds the authority to interpret these working rules [16]