Core Viewpoint - The supervisory board system, a standard for corporate governance in Chinese commercial banks for nearly three decades, is quietly coming to an end across the industry as banks transition to a new governance structure under the revised Company Law effective in 2024 [1][4]. Group 1: Background and Historical Context - The establishment and subsequent exit of the supervisory board system reflect the entire process of market-oriented reform and modern corporate governance in China's banking sector, rooted in the historical context of state-owned financial institution supervision [2]. - The supervisory board was first mandated by the 1995 Commercial Banking Law to enhance the oversight of state assets, evolving over nearly thirty years into a distinctive "dual-layer" governance structure alongside the board of directors and senior management [2]. Group 2: Legislative Changes and Implementation - The new Company Law effective in July 2024 allows banks to establish an audit committee under the board of directors instead of maintaining a supervisory board, providing legal space for diverse governance models [4]. - Following the implementation of this law, major state-owned banks, including ICBC, ABC, and others, completed amendments to their articles of association by September 2025, officially abolishing the supervisory board [5]. Group 3: Trends and Observations - By January 1, 2026, all 42 A-share listed banks had publicly announced the abolition of their supervisory boards, with many smaller banks also advancing similar plans [5][6]. - The exit of the supervisory board is seen as a trend driven by both regulatory changes and the inherent challenges faced by the supervisory board in its long-term practice [8]. Group 4: Challenges and Future Directions - The transition to an audit committee assumes greater responsibility for oversight, with experts noting both opportunities and challenges in this new structure [12]. - The audit committee is expected to enhance its supervisory role, but its effectiveness will depend on clear regulations regarding member selection and independence [13]. - The banking industry is exploring various strategies to optimize the audit committee's functioning, including clarifying responsibilities and ensuring a diverse and professional member composition [14].

Core Viewpoint - The China Securities Regulatory Commission (CSRC) has released the draft of the "Regulations on the Supervision and Administration of Listed Companies," which aims to enhance corporate governance, strengthen information disclosure, regulate mergers and acquisitions, protect investors, and combat illegal activities in the capital market. This regulation is seen as a significant step towards improving the quality and transparency of listed companies and enhancing investor confidence [1][2]. Group 1: Key Aspects of the Regulations - The draft regulation addresses the persistent issues of violations by major shareholders and internal personnel, which have undermined investor confidence [2]. - It emphasizes the need for a modern corporate governance system in China, which is crucial for building world-class enterprises and achieving modernization [2]. - The regulation aims to create a closed-loop system around corporate governance, information disclosure, capital operations, investor protection, and enforcement penalties [1][4]. Group 2: Governance and Disclosure - The regulation specifies mandatory items for company charters, the roles of independent directors and audit committees, and sets clear standards for directors' diligence obligations [3][4]. - It establishes a multi-party accountability mechanism for financial fraud and requires audit committees to review financial reports before submission to the board [3][5]. - The regulation prohibits major shareholders from engaging in fund occupation and illegal guarantees, enhancing the identification and accountability of actual controllers [6][7]. Group 3: Mergers and Acquisitions - A dedicated chapter on mergers and acquisitions outlines a negative list for acquirers and requires performance commitments from transaction parties [8][9]. - It mandates that acquirers must not have significant debts or recent legal penalties, ensuring that only qualified entities can engage in acquisitions [8]. - The regulation aims to prevent misleading restructurings and high-premium arbitrage through comprehensive oversight of the entire transaction process [9][10]. Group 4: Investor Protection - The regulation includes a specific chapter on investor protection, mandating companies to focus on investment value and establish cash dividend and share buyback requirements [11]. - It introduces a mechanism for coordinating bankruptcy restructuring and emphasizes the need for companies to protect investors during the delisting process [11]. - The regulation aims to systematize investor return mechanisms, making cash dividends a priority over stock dividends and allowing multiple dividends within a year [11][12]. Group 5: Recommendations for Improvement - Experts suggest that the regulation should enhance legal deterrents against violations and provide clearer decision-making authority for audit committees to avoid supervisory vacuums [13][14]. - There is a call for more substantial rights for minority shareholders in dividend policies, delisting arrangements, and major transaction votes [14]. - Recommendations also include clarifying standards for related party transactions and refining the responsibilities of independent directors to prevent excessive accountability [15].

Core Points - The company has established an Audit Committee to enhance the decision-making function of the Board and effectively supervise financial activities and operations [2][3] - The Audit Committee consists of three directors who are not senior management, with a majority being independent directors [4][5] - The committee is responsible for reviewing financial information, supervising internal and external audits, and assessing internal controls [6][8] Group 1: General Provisions - The Audit Committee is a specialized body under the Board, responsible for internal and external audit supervision [2][3] - The committee operates independently and is not subject to interference from other departments or individuals within the company [3] Group 2: Composition - The committee is composed of three directors, with independent directors holding a majority, and the chairperson being a qualified independent director [4][5] - The term of the committee members aligns with that of the Board, and members automatically lose their position if they cease to be directors [6] Group 3: Responsibilities and Authority - The Audit Committee has the authority to supervise and evaluate external audit work, internal audit work, and review financial reports [6][8] - The committee must report to the Board on necessary measures or improvements and can propose hiring or changing external auditors [7][8] Group 4: Meeting Procedures - The Audit Committee is required to meet at least quarterly, with additional meetings as necessary [16][17] - Meetings can be held in person or through other means, and a quorum requires the presence of at least two-thirds of the members [23][26] Group 5: Decision-Making and Documentation - Decisions made by the committee require a majority vote and must be documented, including meeting minutes and resolutions [35][36] - The committee is responsible for maintaining confidentiality regarding meeting discussions and decisions [39][40]

General Provisions - The company establishes an Audit Committee to enhance the decision-making function of the Board of Directors, ensuring effective supervision of management and improving corporate governance structure [1] - The Audit Committee is responsible for communication, supervision, and verification of internal and external audits, reporting to the Board of Directors [1][2] Composition of the Committee - The Audit Committee consists of three directors, with a majority being independent directors, including at least one accounting professional [2][3] - 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 [2] Responsibilities and Authority - The main responsibilities of the Audit Committee include supervising and evaluating internal and external audits, reviewing financial reports, and coordinating communication between management and auditors [4][5] - The committee has the authority to propose measures to the Board regarding necessary actions or improvements [5][6] Meeting Rules - The Audit Committee must hold at least one meeting per quarter, with provisions for temporary meetings as needed [8][9] - A quorum requires the presence of more than two-thirds of the committee members, and decisions are made by majority vote [9][10] Documentation and Confidentiality - Meeting records must be kept for ten years, and all members have a confidentiality obligation regarding the discussed matters [10][10] - The committee's proposals and voting results must be reported to the Board in written form [10]

General Overview - The company establishes an Audit Committee to enhance the decision-making function of the Board of Directors, ensuring effective supervision of the management team and improving corporate governance structure [1][2] Composition of the Audit Committee - The Audit Committee consists of three directors, with a majority being independent directors, and is chaired by an independent director with accounting expertise [2][3] - The term of the Audit Committee aligns with that of the Board of Directors, allowing for re-election upon term expiration [2] Responsibilities and Authority - The Audit Committee is responsible for reviewing financial information, supervising internal and external audits, and evaluating internal control systems [3][4] - Key responsibilities include approving financial reports, assessing the performance of external auditors, and ensuring compliance with legal and regulatory requirements [4][5] Decision-Making Procedures - The Audit Committee has the authority to request necessary information from various departments and subsidiaries to fulfill its responsibilities [5][6] - Meetings are held regularly, with at least one quarterly meeting, and can be convened as needed [6][7] Meeting Protocols - Meetings require a two-thirds attendance of committee members and decisions are made by majority vote [6][7] - The committee can invite external experts or consultants to provide professional opinions during meetings [7][8] Implementation and Compliance - The working rules of the Audit Committee take effect upon approval by the Board of Directors and must comply with relevant laws and regulations [8]

Core Viewpoint - The establishment of the Audit Committee aims to enhance the decision-making process of the board of directors, strengthen oversight of management, and improve corporate governance to protect the rights of the company and its shareholders [1]. Group 1: Audit Committee Structure - The Audit Committee consists of three directors who are not senior management, including two independent directors, with at least one being a professional accountant [3][4]. - The chairperson of the Audit Committee must be an independent director and a professional accountant [2]. - The term of the Audit Committee members aligns with that of the board of directors, and members can be re-elected [4]. Group 2: Responsibilities and Powers - The Audit Committee is responsible for reviewing financial information, supervising internal and external audits, and ensuring compliance with laws and regulations [1][10]. - It has the authority to propose the hiring or replacement of external auditors and to review the independence of external audit firms [4][5]. - The committee must approve significant financial disclosures and internal control evaluations before submission to the board [12]. Group 3: Meeting Procedures - The Audit Committee is required to hold at least one meeting per quarter, with additional meetings as necessary [19]. - Meetings can be conducted in various formats, including in-person, video, or teleconference, and require a two-thirds quorum to proceed [22][23]. - Meeting records must be maintained for at least ten years, and all attendees are bound by confidentiality [30]. Group 4: Oversight and Evaluation - The board of directors will evaluate the Audit Committee's performance annually, focusing on compliance with legal and regulatory requirements and the independence of its members [31][32]. - The Audit Committee must submit an annual report on its activities to the board within three months after the end of each fiscal year [32].

晶澳太阳能科技股份有限公司董事会 审计委员会工作细则 （H 股发行并上市后适用） 第一章 总则 第二章 人员组成 第三条 审计委员会成员由不少于三名董事组成，其成员必须全部为非执行 董事，其中独立董事占多数，委员中至少有一名独立非执行董事具备适当的专业 资格或具备适当的会计或相关的财务管理专长，符合公司股票上市地证券监管规 则对审计委员会财务专业人士（以下简称"会计专业人士"）的资格要求。 第四条 审计委员会委员由董事长、二分之一以上独立董事或者全体董事的 三分之一以上提名，并由董事会选举产生。 第五条 审计委员会设主任委员（召集人）一名，由独立董事委员担任，且 该独立董事应当为会计专业人士，负责主持委员会工作；主任委员在委员内选举， 并报请董事会批准产生。 第六条 审计委员会任期与董事会一致，委员任期届满，连选可以连任。期 间如有委员不再担任公司董事职务，自动失去委员资格，并由委员会根据上述第 三至第五条规定补足委员人数。 1 第七条 审计委员会下设内部审计部门（即"审计监察委员会"）为日常办事 机构，负责日常工作联络和会议组织等工作，同时在审计委员会的授权范围内， 行使内部审计监督权，依法检查会计账目及其 ...