Xinlun New Materials Co.Ltd(002341) CAI
Management system of accounting principal
general provisions
Article 1 in order to standardize the behavior of the financial principal and the person in charge of the accounting organization of Xinlun New Materials Co.Ltd(002341) (hereinafter referred to as "the company"), strengthen the financial supervision of the company, effectively improve the internal control mechanism, and ensure the standardized operation and healthy development of the company, according to the company law of the people's Republic of China (hereinafter referred to as "the company law") This system is formulated in accordance with the accounting law of the people's Republic of China (hereinafter referred to as the "accounting law"), the securities law of the people's Republic of China (hereinafter referred to as the "Securities Law"), the accounting standards for business enterprises, the stock listing rules of Shenzhen stock exchange and the articles of association of the company.
Article 2 the chief financial officer is the person in charge of the company's finance. He is the senior manager who manages and supervises the company's financial and accounting activities. He is responsible to the board of directors and the audit committee of the board of directors for the authenticity, legitimacy and integrity of all financial data and financial reports of the company, and accepts the supervision of the board of supervisors.
Article 3 the financial manager is the person in charge of the company's accounting department. Under the leadership of the person in charge of finance, the financial manager shall carry out specific management and supervision of the company's financial accounting work, and be responsible to the person in charge of Finance for the authenticity, legitimacy and integrity of the company's financial data and financial reports.
Article 4 the company manages the financial personnel in a unified way and implements the management mode of appointment system for the financial principals of the holding subsidiaries. Each holding subsidiary has no right to appoint or remove the financial principals and the heads of accounting institutions.
Article 5 the person in charge of Finance and the person in charge of accounting institutions must earnestly perform their duties in accordance with relevant national laws and regulations and earnestly safeguard the interests of all shareholders.
Chapter II qualifications
Article 6 the company has a financial director, who is nominated by the president and appointed by the board of directors to take charge of the company's financial work
Article 7 the company shall set up a person in charge of the accounting department, who shall be nominated by the person in charge of Finance and appointed by the company.
Article 8 the direct relatives of the person in charge of the company shall not serve as the person in charge of the company's finance and the person in charge of the accounting institution. The above-mentioned direct relatives include husband wife relationship, direct blood relationship, collateral blood relationship within three generations and spouse relationship. The person in charge of Finance and the person in charge of the accounting institution of the company shall not hold any position other than a director among the controlling shareholders and their related parties of the company.
Article 9 the qualifications of the person in charge of finance are as follows: 1 High sense of responsibility and teamwork, good professional ethics, professional ethics and good communication skills; 2. Bachelor degree or above or having received relevant professional training and reached the same professional level, with the qualification of accountant or certified public accountant; 3. More than 5 years working experience in financial management of large enterprises; 4. Have modern enterprise management knowledge and be familiar with financial laws, regulations and systems; 5. Be proficient in national financial and tax laws and regulations, have good professional judgment ability and rich experience in financial analysis and processing; 6. Rich experience in financial management, fund planning, financing and capital operation; 7. Proficient in Chinese accounting standards and international accounting standards; 8. Proficient in stock listing rules and information disclosure management regulations.
Article 10 the qualifications of the person in charge of an accounting institution are as follows: 1 High sense of responsibility and teamwork, good professional ethics, professional ethics and good communication skills; 2. Bachelor degree or above, or having received relevant professional training and reached the same professional level, with accountant qualification or corresponding professional competence and management ability; 3. At least 3 years working experience in financial management of large enterprises; 4. Proficient in tax policy, operation analysis, cost control and cost accounting; 5. Proficient in Chinese accounting standards and relevant regulations and policies;
6. Proficient in stock listing rules and information disclosure management regulations.
Article 11 under any of the following circumstances, he shall not be the person in charge of finance or the person in charge of an accounting institution:
1. Having no or limited capacity for civil conduct; 2. He has violated laws, regulations and financial systems, and has committed fraud, corruption, bribery and other violations of law and discipline; 3. The individual has a large amount of outstanding debts due; 4. Those who are determined by the CSRC to be prohibited from entering the market, and the prohibition has not been lifted; 5. According to relevant laws and regulations, it is not suitable to be the person in charge of Finance and the person in charge of accounting institutions.
Chapter III responsibilities and authorities
Article 12 the person in charge of Finance shall perform the following duties:
1. Be responsible for participating in the research and deliberation of major issues such as the formulation of the company's business plan, asset purchase and disposal, foreign investment, enterprise merger and acquisition, signing of major economic contracts, and assisting the management in making decisions; 2. Be responsible for establishing, perfecting and perfecting the financial management system and accounting monitoring mechanism of the company and its subsidiaries, supervising and inspecting the financial operation and capital revenue and expenditure of its subsidiaries, and supervising the legitimacy of the company's financial activities; 3. Review the company's financial report, be responsible for the authenticity, accuracy, timeliness and integrity of the financial report, and cooperate with the regulatory authorities and intermediaries in the audit of the company's financial statements and other audit evaluation work; 4. Be responsible for ensuring the legality, compliance, authenticity and effectiveness of the company's financial and accounting activities and related business activities, timely discovering and stopping business behaviors that may cause major losses to the company, formulating corresponding prevention systems and processes and promoting their implementation; 5. Report to the board of directors and the president regularly and irregularly, and put forward suggestions and Analysis on financial operation and financial management; 6. Be responsible for proposing plans for the establishment of the company's accounting organization, the allocation of accounting personnel, and the establishment and employment of accounting professional posts; 7. Be responsible for the preparation and implementation of the budget, the formulation of fund-raising and use plans, the implementation of the company's major business plans approved by the general meeting of shareholders and the board of directors, the financial supervision, and the regular reporting of the operation and financial status to the board of directors; 8. Be responsible for preparing the company's annual financial statements, profit distribution and loss recovery plans and submitting them to the board of directors or the general meeting of shareholders for discussion; 9. Be responsible for cost budget, control, analysis and assessment, and urge relevant departments of the enterprise to reduce consumption, save costs and improve economic benefits; 10. Preside over or participate in the risk assessment of major investment projects, guide and track the economic benefits and financial risks of major investment projects, and ensure investment safety and investment effect; 11. Undertake other tasks assigned by the board of directors or the president.
Article 13 the person in charge of Finance shall exercise the following authorities:
1. Right to participate in financial decision-making: participate in the decision-making and implementation of important economic matters involving financial revenue and expenditure, such as the company's foreign investment, property right transfer, asset reorganization, engineering project construction, loan, mortgage guarantee, fund scheduling, signing of major economic contracts, review their legitimacy, authenticity and effectiveness, and assist the management in decision-making analysis; 2. Personnel management right of financial institutions: implement the setting and staffing of the company's accounting institutions according to accounting regulations and the actual needs of the company; 3. Financial revenue and expenditure approval authority: review and countersign the use of funds for the purchase of fixed assets, foreign investment, engineering project construction, commodity procurement and other matters; Examine and approve material purchase, payment settlement, tax calculation and payment and various expense reports; 4. Financial compliance management right: strengthen financial compliance management, review related party transactions, external guarantees, litigation compensation and other matters, and participate in the formulation and implementation of compliance performance appraisal system; 5. Financial supervision and control: review the legitimacy and authenticity of the company's income, costs and expenses, and have the right to stop and correct economic acts in violation of laws and regulations; Participate in the review of the completion of annual (quarterly and monthly) business plans of each business department of the company.
Article 14 the main responsibilities and authorities of the person in charge of an accounting institution are as follows:
1. Be responsible for reporting to the financial director regularly or irregularly, and put forward suggestions and Analysis on the operation of accounting institutions and accounting; 2. According to the national financial and accounting regulations and industrial accounting regulations, combined with the characteristics of the company, assist the financial director to organize the formulation
And improve the company's financial management systems and internal control systems, and organize the implementation of approved systems; 3. Be responsible for preparing the company's financial report and submitting it to the person in charge of Finance for review, and be responsible for the quality of the financial report; 4. Under the guidance of the financial director, do a good job in the disclosure and inspection of the company's financial data, assist the accounting firm to complete the audit work, and cooperate with the audit department to complete the internal audit and follow-up work; 5. Establish a sound accounting system, lead the accounting institutions or accountants to carry out the accounting of daily economic business and the custody and archiving of accounting materials according to law, and ensure the timely provision of true and objective accounting materials; 6. Organize financial analysis and submit financial analysis report to provide basis for business decision-making; 7. Assist in the preparation of the company's annual financial budget, final account proposal and profit distribution proposal; 8. Put forward suggestions to the person in charge of Finance on the establishment of accounting institutions and the allocation, appointment and removal of accounting personnel of the company and its subsidiaries; 9. Be responsible for checking the post setting and performance plan of financial personnel, supervising the implementation of the company's financial budget, and putting forward performance evaluation suggestions; 10. Assist the person in charge of finance to deal with other affairs related to finance.
Chapter IV assessment, rewards and punishments
Article 15 the person in charge of Finance shall bear the responsibilities and obligations stipulated in the national laws, regulations or the articles of association, bear the obligations of integrity and diligence to the company, and shall not participate in the competition against the company or other acts that may damage the interests of the company. Article 16 when exercising their functions and powers, the financial person in charge shall abide by the provisions of the law, the articles of association, the resolutions of the general meeting of shareholders and the resolutions of the board of directors. If any damage is caused to the company due to violation of the above provisions, he shall be liable for compensation to the company.
Article 17 the person in charge of Finance may resign to the board of directors during his term of office, but he shall submit a resignation report to the board of directors one month in advance and leave his post after being approved by the board of directors. If the company suffers losses due to reasons such as resignation in a situation unfavorable to the company or resignation without formal approval of the board of directors, the person in charge of Finance shall be liable for compensation.
Article 18 when the company dismisses the person in charge of finance, the person in charge of finance has the right to submit a personal statement to the board of directors on the dismissal or resignation of the company.
Article 19 before leaving office, the person in charge of Finance shall accept the departure review of the audit committee of the board of directors and the board of supervisors, and hand over the relevant archives and documents and the matters being handled or to be handled under the supervision of the audit committee and the board of supervisors of the company.
Article 20 the person in charge of Finance and the person in charge of accounting institution shall abide by the company's information confidentiality system. Unless stipulated by the state or the articles of association or approved by the general meeting of shareholders and the board of directors, the person in charge of Finance and the person in charge of accounting institution shall not disclose the company's secrets and promise to continue to perform this obligation after leaving office.
Article 21 the person in charge of the accounting institution shall be assessed at the end of the year according to the work attitude, effect, team training, compliance with the company's financial management system and accounting policies and the company's performance. The results of the assessment shall be used as the basis for his renewal, dismissal, reward and punishment. The person in charge of the accounting institution shall be assessed by the person in charge of finance.
Article 22 the person in charge of Finance shall be subject to regular and term assessment. The assessment mainly includes the completion of annual objectives, work attitude and team training. The results of the assessment shall be used as the basis for his renewal, dismissal, reward and punishment.
Chapter V accountability
Article 23 If the person in charge of Finance and the person in charge of accounting institutions fail to perform their duties, the company shall investigate the responsibilities of the relevant responsible persons. Scope of accountability: 1 Violating the accounting law, securities law and other relevant laws and regulations and the relevant systems and regulations of the company; 2. Failing to strictly implement the accounting standards for business enterprises and relevant regulations, and the financial information fails to truly, accurately, completely and timely reflect the company's financial status, operating results and cash flow; 3. Fail to strictly implement the relevant requirements of the rules for the preparation of information disclosure, and there are major errors or omissions in the information disclosure; 4. Major events violate decision-making procedures and cause major economic losses; 5. Being punished by securities regulatory authorities, tax authorities and other regulatory authorities due to the company's financial problems; 6. Other work errors or omissions that cause serious adverse consequences or major economic losses to the company.
Article 24 in case of matters involved in accountability, the internal audit institution of the company shall investigate the causes of responsibility, identify the responsibility, formulate punishment opinions and rectification measures, submit them to relevant departments for identification and form punishment resolutions.
Article 25 main forms of accountability: 1 Warning and ordering correction; 2. Circulate a notice of criticism within the company; 3. Transfer from the original post, suspension, demotion and dismissal; 4. Economic punishment; 5. Terminate the labor contract.
Article 26 If the person in charge of Finance and the person in charge of accounting institution are investigated for responsibility and cause economic losses to the company, their economic responsibility shall be investigated; If a crime is constituted, the company has the right to report to the relevant judicial authorities, which shall investigate its criminal responsibility according to law.
Chapter VI protection of rights and interests
Article 27 the company shall not transfer, suspend, demote, reduce salary, dismiss, dismiss or impose other penalties on the person in charge of Finance and the person in charge of accounting institutions because they adhere to principles and abide by laws and regulations.
Chapter VII supplementary provisions
Article 28 this system shall come into force from the date of adoption by the board of directors of the company.
Article 29 the system shall be interpreted by the board of directors of the company.
