SORL AUTO PARTS, INC.
(As adopted by the Board of Directors on August 5, 2005)
The primary function of the Audit Committee (the ¡° Committee ¡±) of SORL Auto Parts, Inc. (the ¡° Company ¡±) is to assist the Board of Directors (¡° Board ¡±) in fulfilling its oversight responsibilities relating to (1) the quality and integrity of the financial reports of the Company, (2) the independent auditor¡¯s qualifications and independence, and (3) the performance of the Company¡¯s internal audit function and independent auditors. Consistent with these functions, the Committee should encourage continuous improvement of, and should foster adherence to, the Company¡¯s policies, procedures and practices at all levels. In carrying out its responsibilities, the Committee believes its policies and procedures should remain flexible, in order to best react to changing circumstances while ensuring that the Company¡¯s accounting and reporting practices are in accordance with all requirements and are all of the highest quality.
The Committee¡¯s primary duties and responsibilities are to:
Serve as an independent and objective party to monitor the Company¡¯s financial reporting process and internal control system.
Review and appraise the audit efforts of the Company¡¯s independent accountants and internal audit function.
Provide an open avenue of communication among the independent accountants, internal auditors, the Company¡¯s operational management (the ¡° Management ¡±) and the Board.
The Committee shall provide assistance to the Board in fulfilling the Board¡¯s oversight responsibility to the shareholders, potential shareholders, the investment community, and others relating to the Company¡¯s financial statements and the financial reporting process, the systems of internal accounting and financial controls, the internal audit function, any independent audit of the Company¡¯s financial statements and the ethics programs as may be established by Management and the Board. In discharging its oversight role, the Committee is empowered to investigate any matter brought to its attention, with full access to all books, records, facilities and personnel of the Company.
The Committee will fulfill these responsibilities by carrying out the activities enumerated in Part V of this Charter. The Committee may augment the activities defined by Part V at its discretion in order to comply with any applicable requirements of the Sarbanes-Oxley Act, the NASDAQ Stock Market (¡° NASDAQ ¡±) and/or other markets in which the Company¡¯s securities are traded or listed for trading, the requirements of the National Association of Securities Dealers, Inc. (¡° NASD ¡±) and the Securities and Exchange Commission (¡° SEC ¡±) and any other applicable laws and regulations.
The Committee shall be comprised of at least three Directors as determined by the Board, all of whom shall be ¡°independent¡± Directors as set forth in the Rules of the Securities and Exchange Commission and of NASDAQ, and free from any relationship that, in the opinion of the Board, would interfere with the exercise of his or her independent judgment as a member of the Committee.
Each member of the Committee must be financially literate and able to read and understand fundamental financial statements, including the Company¡¯s balance sheet, income statement and cash flow statement.
The members of the Committee shall be elected by the Board at the annual organizational meeting of the Board or until their successors shall be duly elected and qualified. The Board may replace Committee members. Unless a Chair is elected by the full Board, the members of the Committee may designate a Chair by majority vote of the full Committee membership.
The Committee shall meet at least quarterly, or more frequently as circumstances dictate. As part of its job to foster open communication, the Committee should meet at least annually with Management and the independent auditors in separate executive sessions to discuss any matters that the Committee or each of these groups believe should be discussed privately. The Committee may request any officer or employee of the Company or the Company¡¯s outside counsel or independent auditor to attend a meeting of the Committee or meet with any members of, or consultants to, the Committee.
AUDIT COMMITTEE AUTHORITY AND RESPONSIBILITIES
The Committee shall:
1. Make reports to the Board as circumstances dictate.
2. Have the authority, to the extent it deems necessary or appropriate, to retain independent legal, accounting or other advisors. The Company shall provide appropriate funding, as determined by the Committee, for payment of compensation to the independent auditor for the purpose of rendering or issuing an audit report and to any advisors employed by the Committee.
3. Review and update this Charter periodically as conditions dictate.
4. Have the sole authority to select, appoint or replace the independent auditor (subject, if applicable, to shareholder ratification) and be directly responsible for establishing the compensation of the independent auditor.
5. Pre-approve all auditing services and permitted non-audit services (including the fees and terms thereof) to be performed for the Company by its independent auditor, subject to de minimis exceptions as provided by law for certain non-audit services.? The Committee may form and delegate authority to subcommittees consisting of one or more members when appropriate, including the authority to grant pre-approvals of audit and permitted non-audit services, provided that decisions of such subcommittee to grant pre-approvals shall be presented to the full Committee at its next scheduled meeting.
6. Obtain and review a report from the independent auditor at such times as determined by the Committee regarding (a) the independent auditor¡¯s internal quality control procedures, (b) any material issues raised by the most recent internal quality control review, or peer review, of the firm, or by any inquiry or investigation by governmental or professional authorities within the preceding five years respecting one or more independent audits carried out by the firm, (c) any steps taken to deal with any such issues, (d) all relationships between the independent auditor and the Company, and (e) any other matters required to be so discussed pursuant to the rules of the Public Company Accounting Oversight Board. Evaluate the qualifications, performance and independence of the independent auditor, including considering whether the auditor¡¯s quality controls are adequate and the provision of permitted non-audit services is compatible with maintaining the auditor¡¯s independence, taking into account the opinions of management. The Committee shall present its conclusions with respect to the selection or change of independent auditor to the Board.
7. Review and evaluate the lead partner of the independent auditor team and ensure the rotation of outside audit personnel as required by applicable law.
8. Be directly responsible for the oversight of the work of the independent auditor (who shall report directly to the Committee) for the purpose of preparing or issuing an audit report or related work.
9. Meet with the independent auditor prior to the audit to discuss the planning and staffing of the audit.
10. Review and discuss with Management and the independent auditor the Company¡¯s annual and interim financial statements, including the management¡¯s discussion and analysis section of any report, and any reports or other financial information submitted to any governmental body, or the public, including any certification, report, opinion or review rendered by the independent auditor, and recommend to the Board whether the audited and/or reviewed financial statements, as applicable, should be included in any filings submitted to any governmental body or the public.
11. Review with the independent auditor the auditor¡¯s judgments about the quality and appropriateness of the Company¡¯s accounting principles as applied in its financial reporting and review and resolve any significant disagreements between the independent auditor and Management in connection with the preparation of the financial statements.
12. Discuss with Management and the independent auditor, together and in separate executive sessions, significant financial reporting issues and judgments made in connection with the preparation of the Company¡¯s financial statements, including any significant changes in the Company¡¯s selection or application of accounting principles, any major issues as to the adequacy of the Company¡¯s internal controls or financial reporting processes and any special steps adopted in light of material deficiencies.
13. Discuss separately with the independent auditor and Management (as required by Statement on Auditing Standard No. 61) matters relating to the conduct of the audit, including any difficulties encountered in the course of the audit work, any restrictions on the scope of the activities or access to requested information, and any significant disagreements between the independent auditor and Management.
14. Consider and approve, if appropriate, major changes to the Company¡¯s auditing and accounting principles and practices as suggested by the independent auditor or Management.
15. Review and discuss reports from the independent auditors on:
a.?All critical accounting policies and practices to be used.
b.?All alternative treatments of financial information within generally accepted accounting principles (¡° GAAP ¡±) that have been discussed with Management, ramifications of the use of such alternative disclosures and treatments, and the treatment preferred by the independent auditor.
c.?Other material written communications between the independent auditor and Management, such as any management letter or schedules of the unadjusted differences.
16. Discuss with Management and the independent auditor the effect of regulatory and accounting initiatives as well as off-balance sheet structures on the Company¡¯s financial statements.
17. Periodically review with the independent auditors and financial and accounting personnel the adequacy and effectiveness of the accounting and financial controls and reporting processes of the Company, and elicit any recommendations offered for the improvement of such internal control procedures or particular areas where new or more detailed controls or procedures are desirable. Particular emphasis should be given to the adequacy of such internal controls to expose any payments, transactions or procedures that might be deemed illegal or otherwise improper. Further, the Committee periodically should review any Company ethics programs.
18. Discuss with Management and the independent auditor the Company¡¯s major financial risk exposures (including potential or pending litigation) and steps Management has taken to monitor and control such exposures, including the Company¡¯s risk assessment and risk management policies.
19. Discuss with or obtain reports from Management and corporate counsel confirming that the Company is in conformity with applicable legal requirements relating to financial and accounting matters and any Company ethics programs. Review reports and disclosures on insider and affiliated party transactions. Advise the Board with respect to the Company¡¯s policies and procedures regarding compliance with applicable laws and regulations relating to financial and accounting matters and with any Company ethics programs.
20. Investigate any matter brought to its attention within the scope of its duties, with the power to retain outside counsel for this purpose if, in its judgment, that is appropriate.
21. Discuss with the Company¡¯s counsel legal matters that may have a material impact on the financial statements or the Company¡¯s compliance policies.
22. Submit the minutes of all meetings of the Committee to the Board and discuss, through its Chairman, the matters discussed at each Committee meeting with the Board.
23. Review the results of any audits of member reimbursements, director¡¯s and officer¡¯s expense accounts and Management perquisites prepared by the internal auditor and the independent auditor, respectively.
LIMITATION OF THE AUDIT COMMITTEE¡¯S ROLE
While the Committee has the responsibilities and powers set forth in this Charter, it is not the duty of the Committee to plan or conduct any audits or to determine that the Company¡¯s financial statements and disclosures are complete and accurate and are in accordance with GAAP and applicable rules and regulations. Management is responsible for the preparation, presentation and integrity of the Company¡¯s financial statements and for the appropriateness of the accounting principles and reporting policies that are used by the Company. The independent auditors are responsible for auditing the Company¡¯s financial statements and for reviewing the Company¡¯s unaudited interim financial statements.
Members of the Audit Committee will be eligible to receive fees or other compensation for their service as Committee members as determined by the Board. Changes in such compensation will be determined by the Board in its sole discretion.