Internal audit system
Chapter I General Provisions
Article 1 in order to further standardize the internal audit work of Ninestar Corporation(002180) (hereinafter referred to as "the company"), improve the quality of internal audit work and protect the legitimate rights and interests of investors, in accordance with the Audit Law of the people's Republic of China, the provisions of the National Audit Office on internal audit work, the governance standards of listed companies and the stock listing rules of Shenzhen Stock Exchange (hereinafter referred to as "the company") "Listing Rules"), the guidelines for standardized operation of listed companies of Shenzhen Stock Exchange (hereinafter referred to as the "guidelines for standardized operation") and the provisions of relevant laws, regulations and rules, and in combination with the articles of association of Ninestar Corporation(002180) (hereinafter referred to as the "articles of Association").
Article 2 the term "internal audit" as mentioned in this system refers to the effectiveness of internal control and risk management of the company and its holding subsidiaries, participating subsidiaries and branches in accordance with relevant national laws and regulations, financial and accounting systems and internal management regulations of the company The authenticity and integrity of financial information and the efficiency and effect of business activities.
Article 3 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:
1. Comply with national laws, regulations, rules and other relevant provisions;
2. Improve the efficiency and effect of the company's operation;
3. Ensure the safety of the company's assets;
4. Ensure that the company's information disclosure is true, accurate, complete and fair.
Article 4 the auditee mentioned in this system refers to all departments and offices of the company, all offices directly under the company at home and abroad, wholly-owned or holding subsidiaries at home and abroad and their directly affiliated branches (including holding subsidiaries), as well as the relevant responsible personnel of the above institutions.
Article 5 the board of directors of the company shall be responsible for the establishment, improvement and effective implementation of the internal control system. Important internal control systems shall be reviewed and approved by the board of directors. The board of directors and all members of the company guarantee that the information disclosure related to internal control is true, accurate and complete.
Chapter II General Provisions
Article 6 the board of directors of the company sets up an audit committee and formulates the rules of procedure of the audit committee. The members of the audit committee are all composed of directors, of which independent directors shall account for the majority, and at least one independent director is an accounting professional. The convener of the audit committee shall be an accounting professional.
Article 7 the company shall establish an internal audit department to inspect and supervise the authenticity and integrity of the company's financial information and the establishment and implementation of internal control system. The internal audit department is responsible to the audit committee and reports to the audit committee.
Article 8 the audit department shall be staffed with full-time personnel, who shall have the professional ability required to engage in audit work. The company shall strictly enforce the employment standards of internal auditors, support and guarantee the internal audit institutions to carry out continuing education through various channels, and improve the professional competence of internal auditors. The person in charge of the internal audit department shall have the working background of audit, accounting, economics, law or management.
Article 9 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. The company shall disclose the educational background, professional title, work experience of the person in charge of the internal audit department, and whether there is any relationship with the controlling shareholder and actual controller of the company.
Article 10 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 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.
Article 12 internal auditors shall adhere to the principle of seeking truth from facts, be loyal to their duties, be independent, objective and fair, perform their duties honestly and keep secrets; No abuse of power, malpractice for personal gain or dereliction of duty is allowed.
When handling audit matters, internal auditors shall withdraw if they have an interest in the audited object or audit matters.
Chapter III responsibilities and general requirements
Article 13 when guiding and supervising the work of the internal audit department, the audit committee shall perform the following main responsibilities:
1. Guide and supervise the establishment and implementation of internal audit system;
2. Hold a meeting at least once a quarter to review the work plan and report submitted by the internal audit department; 3. Report to the board of directors at least once a quarter, including but not limited to the progress, quality and major problems found in the internal audit;
4. Coordinate the relationship between the internal audit department and external audit units such as accounting firms and national audit institutions.
Article 14 the internal audit department shall perform the following main duties:
1. 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 with significant influence;
2. Audit the accounting data and other relevant economic data of the company's internal institutions, holding subsidiaries and joint-stock companies with significant influence, 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 letters, voluntary disclosure of predictive financial information, etc;
3. Assist in establishing and improving the anti fraud mechanism, determine the key areas, key links and main contents of anti fraud, and reasonably pay attention to and inspect possible fraud in the process of internal audit;
4. 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 15 the internal audit department shall submit an annual internal audit work plan to the audit committee two months before the end of each fiscal year, and submit an annual internal audit work report to the audit committee two months after the end of each fiscal year.
The internal audit department shall take the audit of important external investment, purchase and sale of assets, external guarantee, related party transactions, use of raised funds and information disclosure as the necessary contents of the annual work plan. Article 16 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 17 internal audit shall cover all business links related to financial reports and information disclosure in the company's business activities, including but not limited to: Sales and collection, procurement and payment, inventory management, fixed assets management, fund 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 18 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 19 internal auditors shall prepare and review audit reports in accordance with relevant regulations in their audit work
Working papers, and after the completion of the audit project, classify, sort out and file the audit working papers in time. The internal audit department shall establish a confidentiality system and file management system for working papers, and the internal audit work report, working papers and relevant materials shall be kept for no less than 10 years.
Chapter IV specific implementation
Article 20 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 control evaluation report to the audit committee at least once a year.
The evaluation report shall describe the purpose, scope, conclusions and suggestions for improving internal control of the review and evaluation.
Article 21 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.
The internal audit department shall focus on the integrity, rationality and effectiveness of the implementation of the internal control system related to external investment, purchase and sale of assets, external 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 any major defect in internal control or
Major risks shall be reported to the audit committee in a timely manner.
If the board of directors or the audit committee considers that there are major defects or risks in the company's internal control, the board of directors shall timely report to Shenzhen Stock Exchange and disclose them. The company shall disclose in the announcement the major defects or risks in internal control, the consequences that have been or may be caused, and the measures that have been taken or are to be taken. Article 24 the internal audit department shall conduct audit in a timely manner after the occurrence of important foreign investment events
Plan. When auditing foreign investment, we should focus on the following contents:
1. Whether the examination and approval procedures for foreign investment are performed in accordance with relevant provisions;
2. Whether the contract is concluded according to the approved contents and whether the contract is normally performed;
3. Whether special personnel are assigned or special institutions are established to study and evaluate the feasibility, investment risk and investment income of major investment projects, and track and supervise the progress of major investment projects;
4. In case of entrusted financial management matters, attention shall be paid 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;
5. For matters involving securities investment, attention shall be paid 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 company's acceptable range, and whether it uses others' accounts or provides funds to others for securities investment, Whether the independent directors and sponsors express their opinions.
Article 25 the internal audit department shall promptly after the occurrence of important asset purchases and sales
Audit. When auditing the purchase and sale of assets, we should focus on the following contents:
1. Whether the purchase and sale of assets are subject to the approval procedures in accordance with relevant regulations;
2. Whether the contract is concluded according to the approved contents and whether the contract is normally performed;
3. Whether the operation status of the purchased assets is consistent with the expectation;
4. 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 audit department shall conduct audit in a timely manner after the occurrence of important external guarantee matters
Plan. When auditing external guarantees, we should focus on the following contents:
1. Whether the external guarantee has performed the examination and approval procedures in accordance with relevant provisions;
2. Whether the guarantee risk is beyond the company's tolerance, and whether the guaranteed party's integrity record, operating status and financial status are good;
3. Whether the guaranteed party provides counter guarantee and whether the counter guarantee is enforceable;
4. Whether the independent directors and sponsors express opinions;
5. 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 a timely manner after the occurrence of important related party transactions
Plan. When auditing related party transactions, we should focus on the following contents:
1. Whether the list of related parties is determined and updated in time;
2. Whether related party transactions perform the approval procedures in accordance with relevant provisions, and whether related shareholders or related directors avoid voting when considering related party transactions;
3. Whether the independent directors approve and express independent opinions in advance, and whether the sponsors express opinions;
4. 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;
5. 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;
6. Whether the integrity record, operating status and financial status of the counterparty are good;
7. 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 listed company.
Article 28 the internal audit department shall audit the deposit and use of the raised funds at least once a quarter, and express opinions on the authenticity and compliance of the use of the raised funds. When auditing the use of raised funds, we should focus on the following contents:
1. Whether the raised funds are deposited in the special account determined by the board of directors for centralized management, and whether the company has signed a tripartite supervision agreement with the commercial bank and sponsor storing the raised funds;
2. Whether the raised funds are used in accordance with the investment plan of the raised funds promised in the issuance application documents, whether the investment progress of the raised funds project is in line with the planned progress, and whether the investment income is in line with the expectation;
3. Whether the raised funds are used for pledge, entrusted loan or other investment that changes the purpose of the raised funds in a disguised form, and whether the raised funds are occupied or misappropriated;
4. Whether the examination and approval procedures and information disclosure obligations are performed in accordance with the relevant provisions, and whether the independent directors, the board of supervisors and the sponsors express their opinions in accordance with the relevant provisions when the raised funds are used to replace the self owned funds invested in the raised funds projects in advance, temporarily supplement the working capital with idle raised funds, and change the investment direction of the raised funds. Article 29 the internal audit department shall audit the performance express before it is disclosed to the public. When auditing the performance express, we should focus on the following contents:
1. Whether it complies with the accounting standards for business enterprises and relevant regulations;
2. Whether the accounting policies and accounting estimates are reasonable and changed;
3. Whether there are major abnormal events;
4. Whether it meets the going concern assumption;
5. Whether there are significant defects or risks in internal control related to financial reporting.
Article 30 when reviewing and evaluating the establishment and implementation of the information disclosure management system, the internal audit department shall focus on the following contents:
1. Has the company complied with relevant regulations
