Beijing Creative Distribution Automation Co.Ltd(002350) International Human Resources Co., Ltd
Internal audit management system
(February 2022)
Chapter I General Provisions
Article 1 in order to further standardize the internal audit of Beijing Creative Distribution Automation Co.Ltd(002350) International Human Resources Co., Ltd. (hereinafter referred to as “the company”) and its holding subsidiaries, improve the quality of internal audit and protect the legitimate rights and interests of investors, according to the audit law The provisions of the National Audit Office on internal audit, the Listing Rules of Shenzhen Stock Exchange on the gem, the guidelines for self-discipline supervision of listed companies on the Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on the gem and other relevant laws, regulations and rules, as well as the provisions of the articles of Association of Beijing Creative Distribution Automation Co.Ltd(002350) International Human Resources Co., Ltd. (hereinafter referred to as the “articles of association”), This system is formulated in combination with the actual situation of the company. Article 2 this system is applicable to the internal audit of all business links related to financial reports and information disclosure of the company’s internal institutions, holding subsidiaries and joint-stock companies with significant influence.
Article 3 the term “internal audit” as mentioned in this system refers to an evaluation activity carried out by the company’s internal audit institutions or personnel on the effectiveness of the internal control and risk management of the company’s internal institutions and holding subsidiaries, the authenticity and integrity of financial information, and the efficiency and effect of business activities in accordance with relevant national laws and regulations and the provisions of this system.
Article 4 the term “internal control” as mentioned in this system refers to the process in which the board of directors, the board of supervisors, senior managers and other relevant personnel of the company provide reasonable assurance to achieve the following objectives:
(I) improve the efficiency and effect of the company’s operation;
(II) ensure the authenticity, accuracy, completeness and fairness of the company’s information disclosure;
(III) ensure the safety of the company’s assets;
(IV) comply with national laws, regulations, rules and other relevant provisions.
Article 5 the board of directors of the company shall be responsible for the establishment, improvement and effective implementation of the internal control system, and important internal control systems shall be reviewed and approved by the board of directors.
Article 6 the board of directors and all its members shall ensure the authenticity, accuracy and completeness of the information disclosure related to internal control.
Chapter II General Provisions
Article 7 the company shall establish an audit committee under the board of directors and formulate the working rules of the audit committee. Article 8 the company shall establish an internal audit department and allocate full-time personnel to engage in internal audit according to the company’s scale, production and operation characteristics and relevant regulations.
The internal audit department shall inspect and supervise the establishment and implementation of the company’s internal control system and the authenticity and integrity of the company’s financial information.
The audit committee is responsible for supervising and evaluating the internal audit work. The internal audit department is responsible to the audit committee and reports to the audit committee.
Article 9 the internal audit department shall maintain its independence and shall not be placed under the leadership of the financial department or work together with the financial department.
Article 10 the head of the internal audit department must be full-time, nominated by the audit committee and appointed or removed by the board of directors. Article 11 the company’s internal organs, holding subsidiaries and joint-stock companies with significant influence shall cooperate with the internal audit department to perform their duties according to law and shall not hinder the work of the internal audit department.
Chapter III responsibilities and general requirements
Article 12 when guiding and supervising the work of the internal audit department, the audit committee shall perform the following main duties:
(I) guide and supervise the establishment and implementation of internal audit system;
(II) hold a meeting at least once a quarter to review the work plan and report submitted by the internal audit department;
(III) report to the board of directors at least once a quarter, including the progress, quality and major problems found in the internal audit;
(IV) coordinate the relationship between the internal audit department and external audit units such as accounting firms and national audit institutions.
Article 13 the internal audit department shall perform the following main duties:
(I) inspect and evaluate the integrity, rationality and effectiveness of the internal control system of the company’s internal institutions, holding subsidiaries and joint-stock companies that have a significant impact on the company;
(II) audit the accounting data and other relevant economic data of the company’s internal institutions, holding subsidiaries and joint-stock companies that have a significant impact on the company, as well as the legality, compliance, authenticity and integrity of the reflected financial revenue and expenditure and relevant economic activities, including but not limited to financial reports, performance forecasts, performance letters Voluntary disclosure of predictive financial information, etc;
(III) assist in establishing and improving the anti fraud mechanism, determine the key areas, key links and main contents of anti fraud, and pay attention to and inspect possible fraud in the process of internal audit;
(IV) report to 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.
Article 14 the internal audit department shall submit the internal audit work plan for the next year to the audit committee two months before the end of each fiscal year, and submit the annual internal audit work report to the audit committee two months after the end of each fiscal year.
Article 15 the internal audit department shall take the audit of important external investment, purchase and sale of assets, external guarantee, related party transactions and information disclosure as the necessary contents of the annual work plan.
Article 16 the internal audit department shall inspect the internal control system of monetary funds at least once a quarter. When inspecting the internal control system of monetary funds, we should focus on whether the authorization and approval procedures for large non operating Monetary Fund expenditures are sound, whether there is ultra vires approval, and whether there are weak links in the internal control of monetary funds. If any abnormality is found, it shall be reported to the audit committee in time.
Article 17 the internal audit department shall carry out audit work on the basis of business links, and evaluate the rationality of the design and effectiveness of the implementation of internal control related to financial reports and information disclosure according to the actual situation.
Article 18 internal audit shall cover all business links related to financial reports and information disclosure in the company’s business activities, including sales and collection, procurement and payment, inventory management, fixed assets management, capital management, investment and financing management, human resources management, information system management and information disclosure management. The internal audit department can adjust the above business links according to the industry and production and operation characteristics of the company.
Article 19 the audit evidence obtained by internal auditors shall be sufficient, relevant and reliable. The internal auditors shall clearly and completely record the name, source, content, time and other information of the audit evidence in the working paper.
Article 20 the internal audit department shall establish a working paper system, establish a corresponding file management system in accordance with the provisions of relevant laws and regulations, and clarify the storage time of internal audit work reports, working papers and relevant materials.
Chapter IV specific implementation
Article 21 the internal audit department shall focus on the integrity, rationality and effectiveness of the internal control system related to large non operating capital transactions, foreign investment, purchase and sale of assets, foreign guarantee, related party transactions, use of raised funds, information disclosure and other matters.
Article 22 the internal audit department shall urge the relevant responsible departments to formulate rectification measures and rectification time for the internal control defects found in the review process, conduct follow-up review of internal control, and supervise the implementation of rectification measures. The head of the internal audit department shall timely arrange the follow-up review of internal control and incorporate it into the annual internal audit work plan.
Article 23 If the internal audit department finds major defects or risks in internal control during the review process, it shall report to the audit committee in time.
Article 24 the internal audit department shall conduct audit in time after the occurrence of important foreign investment. When auditing foreign investment, we should focus on the following contents:
(I) whether the examination and approval procedures for foreign investment are performed in accordance with relevant regulations;
(II) whether the contract is concluded according to the approved contents and whether the contract is normally performed;
(III) whether to assign special personnel or establish special institutions to study and evaluate the feasibility, investment risks and investment returns of major investment projects, and track and supervise the progress of major investment projects;
(IV) in case of entrusted financial management matters, pay attention to whether the company authorizes the approval power of entrusted financial management to the individual directors or management of the company, whether the trustee’s integrity record, operating status and financial status are good, and whether special personnel are assigned to track and supervise the progress of entrusted financial management;
(V) for matters involving securities investment, pay attention to whether the company has established a special internal control system for securities investment, whether the investment scale affects the normal operation of the company, whether the source of funds is its own funds, whether the investment risk is beyond the scope of the company, and whether it uses others’ accounts or provides funds to others for securities investment, Whether independent directors express opinions (if applicable).
Article 25 the internal audit department shall conduct audit in time after the important purchase and sale of assets. When auditing the purchase and sale of assets, we should focus on the following contents:
(I) whether the purchase and sale of assets are subject to the approval procedures in accordance with relevant regulations;
(II) whether the contract is concluded according to the approved contents and whether the contract is normally performed;
(III) whether the operation status of the purchased assets is consistent with the expectation;
(IV) whether there is any guarantee, mortgage, pledge or other restricted transfer of the purchased assets, and whether it involves litigation, arbitration and other major disputes.
Article 26 the internal guarantee department shall conduct external audit in a timely manner after important matters occur. When auditing external guarantees, we should focus on the following contents:
(I) whether the external guarantee has performed the examination and approval procedures in accordance with relevant regulations;
(II) whether the guarantee risk is beyond the company’s tolerance, and whether the guaranteed party’s integrity record, business status and financial status are good;
(III) whether the guaranteed party provides counter guarantee and whether the counter guarantee is enforceable;
(IV) whether the independent directors express their opinions (if applicable);
(V) whether to assign special personnel to continuously pay attention to the operation and financial status of the guaranteed party.
Article 27 the internal audit department shall conduct audit in time after the occurrence of important related party transactions. When auditing related party transactions, we should focus on the following contents:
(I) whether the list of related parties is determined and updated in time;
(II) whether the related party transactions fulfill the approval procedures in accordance with relevant regulations, and whether the related shareholders or related directors avoid voting when considering the related party transactions;
(III) whether the independent directors approve and express independent opinions in advance (if applicable);
(IV) whether the related party transaction has signed a written agreement, and whether the rights, obligations and legal liabilities of both parties to the transaction are clear;
(V) whether there is any guarantee, mortgage, pledge or other restricted transfer of the transaction object, and whether it involves litigation, arbitration and other major disputes;
(VI) whether the credit record, operation status and financial status of the counterparty are good;
(VII) whether the pricing of related party transactions is fair, whether the subject matter of transactions has been audited or evaluated in accordance with relevant regulations, and whether related party transactions will encroach on the interests of the company.
Article 28 when reviewing and evaluating the establishment and implementation of the information disclosure management system, the internal audit department shall focus on the following contents:
(I) whether the company has formulated information disclosure management system and relevant systems in accordance with relevant regulations, including information disclosure management and reporting system of internal institutions, holding subsidiaries and joint-stock companies with significant influence;
(II) whether the scope and content of major information, as well as the transmission, review and disclosure process of major information are clearly specified;
(III) whether to formulate confidentiality measures for undisclosed major information, and clarify the scope and confidentiality responsibilities of insiders of inside information;
(IV) whether the rights and obligations of the company and its directors, supervisors, senior managers, shareholders, actual controllers and other relevant information disclosure obligors in information disclosure matters are clearly stipulated;
(V) if the company, the controlling shareholder and the actual controller have public commitments, whether the company assigns special personnel to track the performance of commitments;
(VI) whether the information disclosure management system and relevant systems have been effectively implemented.
Chapter V internal control evaluation
Article 29 the internal audit department shall implement appropriate review procedures in accordance with relevant regulations, evaluate the effectiveness of the company’s internal control, and submit an internal audit report to the audit committee at least once a year.
The internal audit report shall state the purpose, scope, conclusions and suggestions for improving internal control of the review and evaluation.
The scope of internal control review and evaluation shall include the establishment and implementation of internal control systems related to financial reports and information disclosure.
If the internal audit department finds major defects or risks in internal control during the review process, it shall report to the audit committee in a timely manner.
Article 30 the audit committee shall supervise the internal 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 it is found that the company has violations of laws and regulations and non-standard operation, it shall timely report to the Shenzhen Stock Exchange and urge the company to disclose to the outside world:
(I) the implementation of high-risk investments such as the use of raised funds, provision of guarantees, related party transactions, securities investment and derivatives transactions, provision of financial assistance, purchase or sale of assets, foreign investment and other major events;
(II) the company’s large amount of capital transactions and capital transactions with directors, supervisors, senior managers, controlling shareholders, actual controllers and related persons.
The audit committee shall issue a written evaluation opinion on the effectiveness of the company’s internal control according to the internal audit report and relevant materials submitted by the internal audit department, and report to the board of directors.
Article 31 the audit committee shall issue an annual internal control self-evaluation report on the establishment and implementation of the internal control system related to financial reports and Information Disclosure Based on the evaluation report and relevant materials issued by the internal audit department. The internal control self-evaluation report shall at least include the following contents:
(I) statement of the board of directors on the authenticity of the internal control report;
(II) overall situation of internal control evaluation;
(III) basis, scope, procedures and methods of internal control evaluation;
(IV) defects in internal control and their identification;
(V) defects in internal control of the previous year
