Jiangsu newtage Technology Co., Ltd
Internal audit system
Section I General Provisions
Article 1 in order to standardize the internal audit work, clarify the responsibilities of internal audit institutions and personnel, give full play to the role of internal audit in strengthening internal control, improving operation and management and improving economic benefits, further promote the self-improvement and development of the company and realize the institutionalization and standardization of internal audit work, according to the Audit Law of the people's Republic of China This system is formulated in combination with the actual situation of the company.
Article 2 the term "internal audit" as mentioned in this system refers to the effectiveness of the internal control and risk management of the company's internal institutions, holding subsidiaries and joint-stock companies with significant impact, and the authenticity of financial information Integrity and the efficiency and effectiveness of business activities.
Article 3 the auditee mentioned in this system refers to the internal institutions, holding subsidiaries and joint-stock companies with significant influence of the company.
Article 4 the term "internal control" as mentioned in this system refers to a series of control activities 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) comply with national laws, regulations and regulatory requirements;
(II) improve the efficiency and effect of the company's operation;
(III) ensure the safety and integrity of the company's assets;
(IV) ensure that the company's information disclosure is true, accurate, complete and fair.
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. The board of directors of the company shall ensure that the information disclosure related to internal control is true, complete and accurate.
Section II Internal Audit institutions and internal auditors
Article 6 the audit committee under the board of directors of the company shall formulate and disclose the rules of procedure of the audit committee of the board of directors. The audit committee of the board of directors shall be composed of directors, of which independent directors account for more than half and act as the convener, and at least one independent director shall be an accounting professional.
Article 7 the company sets up the internal audit department as the executive body of the company's internal audit. The internal audit department inspects and supervises the authenticity and integrity of the company's financial information, the establishment and implementation of the internal control system, and carries out systematic internal audit supervision on the company's economic activities in accordance with national laws, regulations and policies and the company's rules and regulations, The internal audit department is responsible to the audit committee and accepts the guidance and supervision of the audit committee of the board of directors.
Article 8 the internal audit department shall allocate full-time auditors with necessary professional knowledge, corresponding professional ability, adherence to principles, good professional ethics, audit experience and interpersonal ability to properly and effectively communicate with others to engage in internal audit work, so as to ensure the effective implementation of internal audit work. According to the work needs and with the approval of the board of directors, various external professionals can be employed as auditors.
Article 9 when conducting internal audit, auditors shall maintain independence, strictly abide by the audit standards of the Ministry of China and other provisions formulated by the Audit Association of the Ministry of China, and adhere to the principles of objectivity, impartiality, seeking truth from facts, integrity and confidentiality.
Article 10 when handling audit matters, internal auditors shall withdraw if they have an interest in the audited object or audit matters.
Article 11 auditors shall not provide, display or disclose audit work record documents, opinions of other auditors and unapproved audit conclusions and opinions to the auditee, its personnel or other personnel. Article 12 Auditors shall constantly update their knowledge and improve their professional level and working ability through vocational follow-up education and training.
Section III responsibilities and authorities of audit institutions
Article 13 the audit committee of the board of directors shall perform the following main duties:
(I) guide and supervise the establishment and implementation of internal audit system;
(II) review the company's annual internal audit work plan;
(III) supervise and urge the implementation of the company's internal audit plan;
(IV) guide the effective operation of the internal audit department. The internal audit department of the company shall report to the audit committee. All kinds of audit reports, rectification plans and rectification conditions of audit problems submitted by the internal audit department to the management shall be submitted to the audit committee at the same time;
(V) report to the board of directors on the progress and quality of internal audit and major problems found;
(VI) coordinate the relationship between the internal audit department and external audit units such as accounting firms and national audit institutions.
Article 14 the audit committee shall supervise the internal audit department to inspect the following matters at least once every six months, issue inspection reports and submit them to the audit committee. If it is found that the listed company has violations of laws and regulations and non-standard operation, it shall timely report to the stock exchange and urge the listed company to disclose: (I) the company's use of raised funds, provision of guarantees, related party transactions, securities investment and derivatives trading and other high-risk investments, provision of financial assistance, purchase or sale of assets Implementation of major events such as foreign investment;
(II) the company's large amount of capital transactions and capital transactions with directors, supervisors, senior managers, controlling shareholders, actual controllers and their affiliates.
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 15 the internal audit department shall perform the following main duties:
(I) check and evaluate the perfection, rationality and effectiveness of the internal control system of the company's internal institutions, holding subsidiaries and joint-stock companies with significant influence. Supervise and urge the establishment and improvement of the company's internal control system, promote the improvement and strengthening of the company's operation and management, and ensure the sustainable, healthy and rapid development of the company;
(II) 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 effectiveness 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 other departments of the company to jointly establish and improve 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; (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. The internal audit report shall be submitted to the audit committee at least once a year.
(V) handle other audit matters assigned by the board of directors.
Article 16 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. The internal auditors shall exercise their functions and powers according to the company's system. The audited Department (unit) shall provide relevant materials to the auditors in time, and shall not refuse, obstruct, destroy or retaliate.
Within the scope of audit jurisdiction, the main authorities of the internal audit department include:
(I) according to the needs of internal audit, require the audited Department (unit) to provide plans, budgets, statements and relevant documents;
(II) examine and verify accounting statements, account books, vouchers, funds and their properties, and consult relevant documents and materials; Physical inspection, inventory or supervision; Conduct workflow test;
(III) investigate relevant matters in the audit to relevant departments (personnel) and ask for relevant materials; (IV) participate in relevant meetings of the company and countersign relevant documents as required;
(V) have the right to make a decision to stop the ongoing serious violation of financial regulations, company rules and regulations or serious dereliction of duty that may cause significant economic losses and report to the board of directors in a timely manner; Put forward suggestions to the board of directors on the handling of acts that have caused significant economic losses and impacts;
(VI) for the departments and personnel who obstruct and destroy the internal audit work and refuse to provide relevant materials, report to the board of directors for approval, take necessary temporary measures such as sealing up relevant materials and freezing assets, and put forward suggestions on investigating the responsibilities of relevant personnel;
(VII) the board of directors shall examine and implement the audit opinions and suggestions issued by the board of directors to improve the efficiency.
Section IV scope of audit work
Article 17 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 of the board of directors in time.
Article 18 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:
(I) whether it complies with the accounting standards for business enterprises and relevant regulations;
(II) whether the accounting policies and accounting estimates are reasonable and changed;
(III) whether there are major abnormalities;
(IV) whether it meets the assumption of going concern;
(V) whether there are significant defects or risks in the internal control related to financial reporting.
Article 19 the internal audit department shall carry out the audit work on the basis of business links, and organize and arrange the audit work according to the work priorities of each stage of the company and the deployment of the superior. The audit shall cover all business links related to financial reports and information disclosure in the company's business activities. The main audit scope is as follows:
(I) operation and management of the company's internal institutions, holding subsidiaries and joint-stock companies with significant influence:
1. Implementation of national financial laws and regulations.
2. Establishment, improvement and effectiveness of corporate governance structure.
3. Establishment, improvement and effective implementation of internal control system and other relevant rules and regulations.
4. Implementation and implementation of resolutions of shareholders and the board of directors.
5. Financial revenue and expenditure and related economic activities:
(1) The scientificity, feasibility and compliance of financial budget (plan) preparation and implementation;
(2) The authenticity, legality and validity of financial reports, accounting statements, accounting books and relevant original vouchers;
(3) The authenticity, legitimacy and efficiency of business results and financial revenue and expenditure;
(4) The computer system for managing and accounting financial revenue and expenditure and the authenticity, legitimacy and effectiveness of the electronic data and relevant materials reflected by it.
6. Foreign investment and capital invested in holding subsidiaries, joint-stock companies and functional departments of the company
Safety, integrity, risk and benefit of the production.
7. Legality and compliance of financing scheme and scale, and effectiveness of fund management and use.
8. Project initiation, commencement, capital source, budget, final settlement and completion of fixed asset investment projects.
9. Rationality of capital construction budget (estimate), authenticity, legality and effectiveness of final accounts, budget implementation, etc.
10. Mortgage loans with the company's assets or guarantee provided to external units.
11. Related transactions.
12. Future events, contingencies and other circumstances.
13. Follow up the implementation of early audit opinions.
(II) special (special) audit or investigation:
1. Outgoing audit: evaluate the business performance and management control effect of managers and above during their tenure.
2. Fraud audit: conduct special investigation and verification on acts that violate national laws and regulations and internal rules of the company and infringe on the economic interests of the state or the company.
3. Other special audits or investigations: carry out special audits and give relevant opinions on a certain link or matter in economic and business activities in combination with the internal control system. Such as sales and collection, purchase and payment, inventory management, purchase and management of fixed assets, daily fund management, management and use of special expenses, human resources management, etc.
(III) other work arranged by the board of directors.
Section V specific implementation of audit work
Article 20 the internal audit department shall formulate the annual plan and monthly plan of internal audit according to the company's overall development plan and annual overall plan, which shall be submitted to the board of directors for approval after being reviewed by the audit committee.
The twenty-first internal audit department should conduct pre audit investigation of the audited units or matters in accordance with the audit work plan, determine the auditors, formulate audit plans, specify the scope of audit, audit priorities, audit contents, audit methods and implementation time.
Article 22 the internal audit department shall issue an audit notice to the auditee before the implementation of the audit, or notify the auditee on site during the implementation of the audit. The auditee shall cooperate with the audit department and provide necessary working conditions. Article 23 when conducting audit, the internal audit department can adopt the audit method of on-site audit or submission for audit, and select pre audit, in-process audit, post audit or a combination of several methods according to the needs of audit business.
Article 24 auditors shall conduct compliance tests and substantive tests on the basis of understanding the status of internal control. They can conduct audits by means of inspection, observation, inquiry, inventory, inventory supervision, calculation and analytical review, and obtain necessary evidence materials through standardized methods.
Article 25 in the process of audit, internal auditors shall obtain sufficient audit evidence, which shall be sufficient, relevant and reliable, sort out, analyze, study, judge and mutually verify the relevant evidence obtained, and evaluate the importance, reliability and relevance of various kinds of evidence to audit matters, Make audit conclusions on specific audit matters based on relevant evidence.
Article 26 for the problems found in the audit, the auditors shall put forward improvement suggestions to the auditee in time. Auditors shall fully communicate with the auditee and relevant personnel, fully listen to the explanations, explanations and opinions of the auditee and relevant personnel, and ensure that the audit conclusion is accurate, fair and objective.
Article 27 the internal auditors shall prepare and review the audit working papers in accordance with relevant regulations during the audit work. After the audit is completed, they shall issue a written audit report and submit it to the audit committee.
Article 28 If the internal audit department finds any major defect or risk in internal control during the review process, it shall report to the audit committee of the board of directors in time. Board Audit
