Internal audit management system
It was deliberated and approved at the X meeting of the XX session of the board of directors held on March 1, 2024).
Chapter I: General Provisions
Article 1 In order to ensure the healthy operation of the operation and management activities of XX Holding Group Co., Ltd., hereinafter referred to as "the company"), establish and improve the internal audit system, and realize the institutionalization and standardization of internal audit work, this system is formulated in accordance with the relevant provisions of laws, regulations and company rules and regulations such as the Self-Discipline Supervision Guidelines for Listed Companies on the Shenzhen ** Stock Exchange No. 1 - Standardized Operation of Listed Companies on the Main Board, combined with the actual situation of the company.
Article 2 The term "internal audit" in this system refers to:In accordance with the relevant national laws and regulations and the company's management regulations, and in line with the principles of independence, objectivity and impartiality, the audit department of the company and its subsidiaries inspects, supervises, evaluates and supervises the effectiveness of internal control and risk management, financial revenue and expenditure, financial budget and final accounts, asset quality, business performance and the authenticity, compliance and efficiency of related business management activities, so as to ensure the healthy development of the company.
Article 3 Basis for internal audit workThe company's development strategy determines the focus of audit supervision, promotion of management, and risk prevention, and adopts a combination of independent implementation and cooperation, authorization, and entrustment to carry out work.
Article 4 This system applies to the headquarters of the company and all subsidiaries.
Chapter II: Institutional Setup and Personnel
Article 5 The audit department of the company is responsible for the internal audit work of the company. The Audit Department of the Company is the office of the Audit Committee of the Board of Directors, and the Audit Department is responsible for the Audit Committee, reports to the Audit Committee, and accepts the supervision and guidance of the Audit Committee. The Audit Department shall remain independentIt must not be placed under the leadership of the finance departmentOr co-located with the finance department.
The audit department inspects and supervises the establishment and implementation of the company's internal control system and the authenticity and integrity of the company's financial information. The Company's internal institutions or functional departments, holding subsidiaries and shareholding companies that have a significant impact on the Company shall cooperate with the internal audit department to perform their duties in accordance with the lawshall not interfere with the work of the Internal Audit Department.
Article 6 The company's audit department should be equipped with a reasonable and stable personnel structure according to the needs of internal audit work [all kinds of audit dry goods are available on the internal audit network], and be equipped with professionals who meet the requirements of internal audit work.
Article 7 auditors should have a good moral character and professional reputation, have keen insight and analytical judgment ability, require high confidentiality, have a high degree of principle and awareness of standard process norms.
Chapter III Main Responsibilities of Audit Institutions
Article 8 The responsibilities of the audit committee of the board of directors of the company are stipulated in the articles of association of xx holding group shares (hereinafter referred to as the "articles of association") and the rules of procedure of the special committee of the board of directors of xx holding group shares
1) To guide and supervise the establishment and implementation of the internal audit system;
2) Review and approve the company's annual internal audit work plan;
3) Supervise the implementation of the company's internal audit plan;
4) To guide the effective operation of the company's audit department. The audit department of the company shall report to the audit committee, and the various audit reports submitted by the audit department to the management, the rectification plan of audit issues and the rectification situation shall be submitted to the audit committee at the same time;
5) To report to the Board of Directors on the progress and quality of internal audit work and the major problems found;
6) Coordinate the relationship between the company's audit department and external audit units such as accounting firms and state audit institutions.
Article 9 According to the relevant provisions of the State and the needs of the company's operation and management, the Audit Department shall perform the following main duties:
1) Establish and implement management systems related to internal audit supervision and evaluation;
2) Formulate an annual audit work plan according to the requirements of internal control norms and the actual situation of the company;
3) To inspect and evaluate the integrity, reasonableness and effectiveness of the internal control system of the Company's internal organs, functional departments, wholly-owned and holding subsidiaries and shareholding companies that have a significant impact on the Company;
4) Audit the accounting information and other relevant economic information of the company's internal institutions, holding subsidiaries and shareholding companies that have a significant impact on the company, as well as the legality, compliance, authenticity and completeness of the financial income and expenditure and related economic activities reflected, including but not limited to financial reports, performance reports, voluntary disclosure of financial information, etc.;
5) Assist in establishing and improving the anti-fraud mechanism, determine the key areas, key links and main contents of the anti-fraud, and reasonably pay attention to and inspect possible fraud in the internal audit process to prevent integrity risks;
6) Regularly inspect the use of the company's raised funds and investment;
7) Carry out special audit work on a regular or irregular basis and issue special audit reports;
8) Assist the main person in charge of the company, various functional departments and subordinate units to supervise the implementation of the problems found in the audit and the rectification work;
9) Report to the Board of Directors or the Audit Committee at least once a quarter, including but not limited to the implementation of the internal audit plan and the problems found in the internal audit work, and submit an internal audit report to it at least once a year;
10) Other matters assigned by the Board of Directors and the Audit Committee.
The Audit Committee shall supervise the Audit Department to inspect the following matters at least once every six months, issue an inspection report and submit it to the Audit Committee. If the inspection finds that the company has violations of laws and regulations, irregular operation, etc., it shall report to the Shenzhen ** Exchange in a timely manner
1) The implementation of major events such as the use of the company's raised funds, the provision of guarantees, related party transactions, investment and derivatives transactions, the provision of financial assistance, the purchase or purchase of assets, and foreign investment;
2) The company's large-scale capital transactions and capital transactions with directors, supervisors, senior managers, controlling shareholders, actual controllers and their affiliates.
Chapter IV Internal Audit Authority
Article 10 Right to information:
1) The audit department has the right to timely grasp the company's operation and management dynamics and important business investment activities and other matters by participating in meetings, countersigning documents, daily communication, etc., and has the right to obtain various information related to the audit in advance;
2) The audit department has the right to participate in assisting the relevant functional departments of the company to study, formulate and revise the relevant rules and regulations of the company and supervise the implementation;
3) According to the needs of the audit work, the audit department has the right to require the relevant units to submit financial budgets, final accounts reports, submit various audit investigations, assessment results, submit feasibility reports on major business decisions, investment or asset restructuring project related documents, information, etc., the relevant units should cooperate;
Article 11 The right to supervise and inspect:
1) The audit department has the right to inspect the relevant vouchers, account books, statements of the audited object, and consult the relevant contracts, resolutions, records and other documents and information;
ii) Audit DepartmentIt has the right to conduct investigation and evidence collection such as conversation records and written explanations on the issues involved in the audit. Relevant units and individuals shall truthfully provide information and shall not refuse or interfere with it for any reason.
Article 12 Right to Preservation Measures:
1) The Audit Department has the right to make a temporary stop decision on the ongoing behavior that seriously damages the interests of the company, violates financial laws and regulations and may cause serious losses, and reports to the Audit Committee and the main person in charge of the company in a timely manner;
2) With the authorization of the Audit Committee or the main person in charge of the company, the Audit Department has the right to temporarily seal the materials that may be transferred, concealed, tampered with or destroyed.
Article 13 The right to dispose or the right to punish:
The board of directors or other internal decision-making bodies of the company shall, within the scope of their management authority, grant the audit department the necessary power to deal with or impose penalties. The Audit Department has the right to take necessary corrective and corrective measures within the scope of authorization for the audited objects and individuals violating the relevant regulations of the state and the company.
Chapter 5 rights and responsibilities of the audited object
14th auditee must accept the audit Department within the scope of audit responsibilities to carry out the audit, and provide the necessary working conditions and other facilities for the auditors.
Article 15 In the process of being audited, the auditee enjoys the following rights:
a) Apply for the recusal of the relevant auditors, but there must be a valid reason;
ii) Provide necessary explanations or explanations of audit matters;
iii) Require auditors to correct non-compliant audit procedures and inappropriate conduct;
4) Report and accuse the auditors of inappropriate behavior to the audit department that dispatched the auditors;
5) If you are dissatisfied with or have objections to the audit decisions and specific matters made by the audit department, you can apply for reconsideration.
Article 16 The auditee has the obligation to support and cooperate with the audit, accept the inquiry of the auditors, provide relevant documents and information in a timely manner, and be responsible for its accuracy, authenticity and completeness. The auditee shall not evade, obstruct or obstruct the audit in any way, and shall not transfer, conceal, tamper with, destroy documents and materials such as vouchers, account books, statements, and archives, and shall not transfer or conceal assets.
17th auditee should accept and implement the audit recommendations made by the audit department, audit handling decisions, audit reconsideration decisions, shall not in any way influence, interfere with, hinder the audit department to make relevant audit decisions.
Article 18 No department or individual shall refuse, obstruct or interfere with the normal audit work, and shall not retaliate against internal auditors.
Article 19 The auditee should pay full attention to and make use of the audit results, establish effective supervision procedures, supervise the implementation of the audit recommendations and audit handling decisions put forward by the audit department, improve the internal management and control system, reduce business risks, and improve economic efficiency.
Chapter VI Audit Work Procedures
Article 20According to the company's development strategy, annual overall work plan and audit resources, the audit department formulates an annual internal audit work plan, and reports to the audit committee and the company's president for review and approval before implementation.
Article 21 The Audit Department shall arrange the implementation of specific audit matters according to the approved annual internal audit work planFormation of an audit working group, designation of a working group leader, and preparation of an audit work plan.
Article 22 The audit work plan should determine the specific work content, scope of work, working hours and working methods. The audit plan shall be implemented after the approval of the main person in charge of the audit department.
23rd before the implementation of the audit, generally should be three working days in advance written notice of the auditee, special circumstances can be taken in advance to notify the audit notice of the way, the need for temporary or urgent implementation of the audit business, the audit notice can be delivered during the implementation of the audit.
After receiving the audit notice, the auditee shall make preparations for the audit in accordance with the requirements.
24th audit implementation process, auditors through access, review of data, investigation and evidence collection, etc., to obtain sufficient, relevant, reliable evidence, and conscientiously do a good job of working papers, in order to support audit conclusions and recommendations.
Article 25 After the completion of the field work of the audit project, the audit project team shall timely sort, review and analyze the working papers and write the audit report.
26th auditors in the issuance of a formal audit report should be with the auditee to exchange audit opinions. If the auditee has objections, it shall submit written opinions within seven working days from the date of receipt of the audit report; If it is not submitted within the time limit, it will be deemed that there is no objection.
Article 27 The Audit Department shall supervise the relevant responsible departments to formulate corrective measures and rectification time for the problems found in the review process, and conduct a follow-up review of internal control and supervise the implementation of rectification measures.
If the audit department finds that there are major deficiencies or major risks in the internal control during the review process, it shall report to the audit committee in a timely manner.
The Audit Department shall regularly report to the Board of Directors or the Audit Committee on the internal audit work and the problems found, and submit an internal audit report to it at least once a year.
Article 28 Internal auditors shall prepare and review audit working papers in accordance with relevant provisions in the audit work, and classify and archive the audit working papers in a timely manner after the completion of the audit project. The audit department shall, after the completion of each audit project, establish an internal audit file, and properly manage the work report, working papers and related materials. In addition to the work needs of the company's audit department, the needs of relevant information disclosure and the mandatory access needs stipulated by laws and regulations, the audit files are strictly confidential for non-relevant personnel.
Article 29 The audit evidence obtained by internal auditors shall be sufficient, relevant and reliable. Internal auditors shall clearly and completely record the name, content, time and other information of the audit evidence obtained in the working papers.
Chapter VII Inspection and Disclosure of Internal Control
Article 30 The Audit Committee shall, based on the internal audit report and related materials submitted by the Audit Department, issue a written assessment opinion on the effectiveness of the Company's internal control and report to the Board of Directors. If the board of directors or the audit committee believes that there are major deficiencies or major risks in the company's internal control, or if the sponsor, independent financial adviser or accounting firm points out that there are major deficiencies in the effectiveness of the company's internal control, the board of directors shall report and disclose it to the Shenzhen ** Stock Exchange in a timely manner. The company shall disclose in the announcement any material deficiencies or major risks in its internal control, the consequences that have been or may result, and the measures it has taken or intends to take.
Article 31 The board of directors of the company or its audit committee shall issue an annual internal control evaluation report based on the evaluation report and related materials issued by the audit department. The internal control evaluation report shall include at least the following contents:
1) A statement by the board of directors on the authenticity of the internal control report;
2) the overall situation of the internal control evaluation work;
3) the basis, scope, procedures and methods of internal control evaluation;
4) Internal control deficiencies and their identification;
5) Rectification of internal control deficiencies in the previous year;
6) Corrective measures to be taken for internal control deficiencies in the current year;
7) Conclusions on the effectiveness of internal control.
Article 32 The board of directors of the company shall, while deliberating the annual report, make a resolution on the internal control evaluation report. The board of supervisors shall express its opinion on the internal control evaluation report, and the sponsor or independent financial adviser (if any) shall verify the internal control evaluation report and issue a verification opinion.
The company shall, at the same time as the annual report disclosure, disclose the internal control evaluation report and the internal control audit report on the qualified **, unless otherwise provided by laws and regulations.
Article 33 If an accounting firm issues a non-standard audit report, an assurance report with a reserved conclusion or a negative conclusion (if any) on the effectiveness of the company's internal control, or points out that there are major deficiencies in the company's internal control over non-financial reporting, the board of directors and the board of supervisors of the company shall make a special explanation on the matters involved, and the special explanation shall include at least the following contents:
1) The basic information of the matters involved;
2) the extent to which the matter affects the effectiveness of the company's internal control;
3) The opinions of the board of directors and the board of supervisors of the company on the matter;
4) Specific measures to eliminate the matter and its impact.
Article 34 The Company shall focus on strengthening the management and control of its holding subsidiaries, mainly including:
1) Establish a control system for each holding subsidiary, and clarify the selection method and responsibilities of the directors, supervisors and important senior management personnel appointed to the holding subsidiary;
2) Coordinate the business strategy and risk management strategy of the holding subsidiary according to the company's strategic plan, and urge the holding subsidiary to formulate relevant business operation plans, risk management procedures and internal control systems accordingly;
3) Formulate the performance appraisal and incentive and restraint system of the holding subsidiary;
4) Formulate an internal reporting system for major events of holding subsidiaries, timely report major business events, major financial events and other information that may have a greater impact on the company's trading of its derivatives, and report major events to the company's board of directors or shareholders' general meeting for deliberation in strict accordance with the authorization provisions;
5) Require the holding subsidiary to submit important documents such as the resolution of the board of directors, the resolution of the general meeting of shareholders or the resolution of the shareholders' meeting to the secretary of the board of directors of the company in a timely manner;
6) Regularly obtain and analyze the quarterly or monthly reports of each holding subsidiary, including operating reports, production and sales reports, balance sheets, income statements, cash flow statements, statements of funds provided to others and external guarantees, etc., and entrust accounting firms to audit the financial reports of the holding subsidiaries in accordance with relevant regulations;
7) Evaluate the implementation of the internal control system of the holding subsidiary and its inspection and supervision.
If the company's holding subsidiaries also control other companies, the company shall urge its holding subsidiaries to establish a management and control system for its subsidiaries layer by layer with reference to the relevant above-mentioned requirements.
Chapter VIII Requirements for Internal Audit
Article 35 The Audit Department shall be in accordance with the relevant provisions of internal audit and internal management needsAdhere to the principle of "independence, professionalism and authority" of internal audit, give full play to the supervision, assurance, evaluation and service functions of internal audit to ensure the normal operation of the company.
Article 36The audit department shall report in a timely manner on the violations of national laws and regulations and the company's management system, and put forward handling opinions; Timely put forward suggestions for improvement of the company's internal control management loopholes.
Article 37 The Audit Department shall continuously improve the quality of internal audit business and be responsible for the objective authenticity of the audit report issued by it.
Article 38 If the auditee and relevant staff fail to implement the internal audit opinions in a timely manner, causing losses to the company, the company shall hold the relevant personnel responsible.
Article 39 Internal auditors shall strictly abide by the professional ethics of auditing, adhere to principles, seek truth from facts, be honest and honest, keep secrets, consciously safeguard the interests of the company, and shall not abuse their powers, engage in favoritism or dereliction of duty.
Article 40 Internal auditors who have an interest in the audited object or the audited matter shall recuse themselves.
Article 41 The Company shall ensure that the internal auditors independently exercise their powers and perform their duties in accordance with this system, and all functional departments within the Company shall actively cooperate with the internal audit work, and no department, unit or individual shall obstruct, attack or retaliate against the internal auditors performing their duties in any form.
Article 42 The company shall guarantee the necessary audit funds of the audit department and include them in the company's annual financial budget.
Chapter IX: Rewards and Punishments
Article 43 Auditors who conscientiously perform their duties, are loyal to their duties, adhere to principles, make remarkable achievements or recover large economic losses for the company shall be commended or rewarded.
Article 44 The internal auditors who have one of the following behaviors shall be held accountable according to the severity of the circumstances, and if they are suspected of committing a crime, they shall be transferred to the judicial authorities for handling in accordance with the law
(1) Abuse of authority for personal gain;
(2) Engaging in deception or twisting the law for personal gain;
(3) Dereliction of duty, causing significant losses to the company;
(4) Divulging company secrets.
Article 45 If the auditee has any of the following circumstances, the Audit Department has the right to put forward a proposal for treatment or punishment, and report to the board of directors of the company (internal decision-making body) or the main person in charge of the company to deal with it, and if it is suspected of committing a crime, it shall be transferred to the judicial authorities for handling according to law
1) Refusal to accept or cooperate with internal audit work;
ii) Refusal, delay or incomplete provision of information related to internal audit matters;
3) Falsification and concealment of the truth;
4) Refusal to implement the audit decision or to correct the problems found in the audit;
v) Retaliation against internal auditors or whistleblowers;
6) Other circumstances that violate state regulations or the internal regulations of the unit.
Chapter X: Supplementary Provisions.
Article 46 The matters not covered in this system shall be implemented in accordance with the provisions of national laws, administrative regulations, departmental rules, normative documents and the Articles of Association.
Article 47 In the event of any conflict between this system and relevant laws, administrative regulations, departmental rules, normative documents and the Articles of Association, it shall be implemented in accordance with the relevant laws, administrative regulations, departmental rules, normative documents and the Articles of Association.
Article 48 The right to interpret this system belongs to the audit department of the company, and the board of directors of the company is responsible for reviewing and revising it.
Article 49 This system shall be implemented from the date of deliberation and approval by the board of directors, and the original "Internal Audit Management System" shall be automatically abolished.
XX Holding Group Shares***
Board of Directors March 1, 2024— the end —The copyright of the article belongs to the author, part**From the Internet, the author's information has been marked, and some of the author and the first release cannot be identified**, only for peer study and research.