Securities code: Changchun High And New Technology Industries (Group) Inc(000661) securities abbreviation: Changchun High And New Technology Industries (Group) Inc(000661) Announcement No.: 2022017 Changchun High And New Technology Industries (Group) Inc(000661) technology industry (Group) Co., Ltd
internal control system
(reviewed and approved by the 10th meeting of the 10th board of directors of the company)
Chapter I General Provisions
Article 1 in order to strengthen the internal control of Changchun High And New Technology Industries (Group) Inc(000661) technology industry (Group) Co., Ltd. (hereinafter referred to as the company), promote the standardized operation and healthy development of the company, and protect the legitimate rights and interests of shareholders, in accordance with the company law, the securities law and other laws, administrative regulations, departmental rules and the stock listing rules of Shenzhen Stock Exchange, and in combination with the actual situation of the company, This system is hereby revised and improved.
Article 2 the purpose of the company’s internal control system is:
(I) ensure the implementation of relevant national laws, regulations and the company’s internal rules and regulations; (II) improve the operating efficiency and efficiency of the company, improve the quality of listed companies and increase the return to the shareholders of the company;
(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 3 the board of directors of the company is responsible for the formulation and effective implementation of the company’s internal control system.
Chapter II Contents of internal control
Article 4 the internal control of the company mainly includes: environmental control, business control, accounting system control, electronic information system control, information transmission control, internal audit control, etc. Article 5 the company shall continuously improve its governance structure and ensure the legal operation and scientific decision-making of the board of directors, the board of supervisors, the general meeting of shareholders and other institutions; The company will gradually establish an effective incentive and restraint mechanism, establish risk prevention awareness, cultivate good corporate spirit and corporate culture, mobilize the enthusiasm of employees, and create an environment for all employees to fully understand and perform their duties.
Article 6 the human resources department of the company shall clearly define the objectives, responsibilities and authorities of each department and post, and establish corresponding authorization, inspection and level by level accountability system to ensure that they perform their functions within the scope of authorization; The company continues to improve and establish the control structure and formulate control procedures at all levels to ensure that the instructions issued by the board of directors and senior managers can be carefully implemented.
Article 7 the company’s internal control activities have covered all operation links of the company, including but not limited to:
Sales and collection, procurement and expenses and payment, fixed assets management, inventory management, fund management (including investment and financing management), financial reporting, cost and expense control, information disclosure, human resources management and information system management, etc.
Article 8 the company continuously establishes and improves special management systems such as seal use management, bill collection management, budget management, asset management, guarantee management, fund lending management, job authorization and agent system, information disclosure management, information system security management and so on.
Article 9 the company focuses on strengthening the management and control of its holding subsidiaries, strengthening the control of related party transactions, external guarantees, use of raised funds, major investments, information disclosure and other activities, and establishing corresponding control policies and procedures.
The internal audit department of the company shall focus on the integrity and rationality of the internal control system related to the above activities and the effectiveness of its implementation.
Article 10 the company has continuously established a complete risk assessment system to continuously monitor the business risk, financial risk, market risk, policy and regulation risk and moral hazard, timely find and assess various risks faced by the company, and take necessary control measures.
Article 11 the company constantly improves and formulates the management policies of the company’s internal and external information, ensures the accurate transmission of information, ensures that the board of directors, the board of supervisors, senior managers and the internal audit department timely understand the operation and risk status of the company and its holding subsidiaries, and ensures that all kinds of potential risks and internal control defects are properly handled.
Article 12 the company shall continuously improve and establish a check and balance and supervision mechanism between relevant departments and posts, which shall be supervised and inspected by the general manager’s office, human resources department and Finance Department of the company. Chapter III main control activities
Section I management and control of holding subsidiaries
Article 13 in accordance with the internal accounting control system (enterprise internal control – control over subsidiaries) and other regulations, the company implements the control policies and procedures for holding subsidiaries, and urges each holding subsidiary to establish an internal control system.
Article 14 the company’s management control over its holding subsidiaries includes the following control activities:
(I) establish a control system for each holding subsidiary, and clarify the selection methods, responsibilities and authorities of directors, supervisors and important senior managers appointed to the holding subsidiary;
(II) according to the strategic planning of the company, coordinate the business strategy and risk management strategy of the holding subsidiary, and urge the holding subsidiary to formulate relevant business operation plans, risk management procedures and internal control systems;
(III) formulate the internal reporting system for major events, and timely report major business events, major financial events and other information that may have a significant impact on the trading price of the company’s shares and their derivatives to the person in charge of the general department according to the internal reporting system for major events, and report major events to the board of directors or the general meeting of shareholders in strict accordance with the authorization provisions;
(IV) all branches and subsidiaries shall timely submit important documents such as resolutions of the board of directors, resolutions of the general meeting of shareholders or the general meeting of shareholders to the Secretariat of the board of directors of the company, and report matters that may have a significant impact on the trading price of the company’s shares and their derivatives;
(V) the financial department of the company shall regularly obtain and analyze the monthly reports of each branch and subsidiary, including operation reports, production and sales statements, balance sheet statements, profit and loss statements, cash flow statements, statements on providing funds to others and providing guarantees, and entrust an accounting firm to audit the financial reports of the holding subsidiary in accordance with relevant regulations;
(VI) the company’s enterprise management department and human resources department shall establish and improve the performance appraisal system for each branch and subsidiary in combination with the actual situation of the company.
Article 15 if the company has multi-level subordinate enterprises, it shall establish and improve the management and control system for each subordinate enterprise accordingly.
Section II internal control of related party transactions
Article 16 the internal control of the company’s connected transactions shall follow the principles of good faith, equality, voluntariness, fairness, openness and fairness, and shall not harm the interests of the company and other shareholders.
Article 17 in accordance with the rules of procedure of the general meeting of shareholders and the rules of procedure of the board of directors, the company clearly divides the approval authority of the general meeting of shareholders and the board of directors on related party transactions, and stipulates the deliberation procedures and voting avoidance requirements for related party transactions.
Article 18 with reference to the listing rules and other relevant provisions, the list of related parties of the company shall be determined and updated in time to ensure that the list of related parties is true, accurate and complete.
When the company and its subordinate holding subsidiaries have transaction activities, the relevant responsible person shall carefully consult the list of related parties and carefully judge whether it constitutes related party transactions. If it constitutes a connected transaction, it shall perform the obligations of examination and approval and reporting within their respective authorities.
Article 19 when the company reviews the related party transactions that need the prior approval of the independent directors, the relevant personnel mentioned in the preceding Article shall submit the relevant materials to the independent directors for prior approval at the first time through the Secretariat of the board of directors of the company. Before making a judgment, independent directors may hire an intermediary to issue a special report as the basis for their judgment.
Article 20 when the company convenes the board of directors to consider related party transactions, the related directors must withdraw from voting in accordance with the rules of procedure of the board of directors. The convener of the meeting shall remind the related directors to avoid voting before the meeting voting.
When the company’s general meeting of shareholders deliberates on related party transactions, the board of directors and witness lawyers of the company shall remind related shareholders to avoid voting before shareholders vote.
Article 21 when considering related party transactions, the company shall:
(I) understand the real situation of the transaction object in detail, including the operation status, profitability, whether there are rights defects such as mortgage and freezing, and legal disputes such as litigation and arbitration; (II) carefully understand the integrity record, credit status and performance ability of the counterparty, and carefully select the counterparty;
(III) determine the fair transaction price according to sufficient pricing basis;
(IV) in accordance with the requirements of the listing rules, for the related party transactions with an amount of more than 30 million yuan and accounting for 5% of the absolute value of the company’s latest audited net assets, the company shall employ an intermediary institution to audit or evaluate the transaction object and submit it to the general meeting of shareholders for deliberation;
The company will not consider and make decisions on related party transactions involving unclear status of the subject matter of the transaction, uncertain transaction price and uncertain situation of the counterparty.
Article 22 for transactions between the company and related parties, a written agreement shall be signed to clarify the rights, obligations and legal liabilities of both parties.
Article 23 the directors, supervisors and senior managers of the company are obliged to pay attention to whether the company has misappropriated funds by related parties and other issues that encroach on the interests of the company. The independent directors and supervisors of the company shall check the capital transactions between the company and related parties at least once a quarter to understand whether the company is occupied or transferred by the controlling shareholders and their related parties. In case of any abnormality, they shall timely submit to the board of directors of the company to take corresponding measures.
Article 24 If the company suffers losses or may suffer losses due to the occupation or transfer of the company’s funds, assets or other resources by related parties, the board of directors of the company shall take timely protective measures such as litigation and property preservation to avoid or reduce losses.
Section III internal control of external guarantee
Article 25 the internal control of the company’s external guarantee shall follow the principles of legality, prudence, mutual benefit and safety, and strictly control the guarantee risk.
Article 26 the general meeting of shareholders and the board of directors of the company shall exercise the examination and approval authority in accordance with the explicit provisions on external guarantees in the articles of association. In case of violation of the examination and approval authority and deliberation procedures, they shall be investigated for responsibility in accordance with the relevant provisions of the CSRC, the exchange and the company.
When determining the approval authority, the company implements the relevant provisions of the Listing Rules on the cumulative calculation of external guarantees.
Article 27 the company shall investigate the operation and reputation of the guaranteed. The board of directors shall carefully consider and analyze the financial status, operation status, industry prospect and credit situation of the guaranteed party, and make decisions prudently according to law. When necessary, the company can hire an external professional organization to assess the risk of implementing external guarantee, which can be used as the basis for the decision-making of the board of directors or the general meeting of shareholders.
Article 28 the company shall clarify the approval authority of external guarantee according to law and strictly implement the review procedures of external guarantee. Without the approval of the board of directors or the general meeting of shareholders, the company shall not provide external guarantee. When the external guarantee of the company is submitted to the board of directors for deliberation, it shall obtain the consent of more than two-thirds of the directors attending the meeting of the board of directors.
Article 29 in case of external guarantee, the company shall ask the other party to provide counter guarantee as much as possible, and carefully judge the actual guarantee ability and enforceability of the counter guarantee provider.
Article 30 the independent directors of the company shall express their independent opinions when the board of Directors considers the external guarantee matters, and may employ an accounting firm to check the company’s accumulated and current external guarantee conditions when necessary. If any abnormality is found, it shall be reported to the board of directors and regulatory authorities in time and announced.
Article 31 the company shall properly manage the guarantee contract and relevant original materials, timely clean up and inspect them, and regularly check with banks and other relevant institutions to ensure that the archived materials are complete, accurate and effective, and pay attention to the limitation period of guarantee.
In the process of contract management, any abnormal contract not approved by the deliberation procedures of the board of directors or the general meeting of shareholders shall be reported to the board of directors and the board of supervisors in time.
Article 32 the financial department of the company shall assign special personnel to continuously pay attention to the situation of the guaranteed, collect the latest financial data and audit reports of the guaranteed, regularly analyze its financial status and solvency, pay attention to its production and operation, assets and liabilities, external guarantee, separation and merger, change of legal representative, etc., and establish relevant financial files, Report to the board of directors regularly.
If it is found that the business condition of the guaranteed has deteriorated seriously or major events such as dissolution and division of the company have occurred, the relevant responsible person shall report to the board of directors in time. The board of directors is obliged to take effective measures to minimize the loss.
Article 33 after the debts guaranteed to others are due, the company shall urge the guaranteed party to perform the debt repayment obligations within a limited time. If the guaranteed fails to perform his obligations on time, the company shall take necessary remedial measures in time.
Article 34 If the debts guaranteed by the company need to be extended after maturity and continue to be guaranteed by it, it shall be used as a new external guarantee and re perform the guarantee approval procedure.
Article 35 the external guarantee of the company’s holding subsidiaries shall be implemented in accordance with the above provisions. The holding subsidiary of the company shall timely notify the company to perform the obligation of information disclosure in accordance with the provisions after the resolution is made by its board of directors or general meeting of shareholders.
Section IV internal control over the use of raised funds
Article 36 the company shall do a good job in the storage, approval, use, change, supervision and accountability of the raised funds in strict accordance with the requirements of the administrative measures for the use of the raised funds of Changchun High And New Technology Industries (Group) Inc(000661) technology industry (Group) Co., Ltd.
Article 37 the company shall store and manage the raised funds in a special account, sign a management agreement on the special account for raised funds with the deposit bank, and master the fund dynamics of the special account for raised funds. Article 38 the company shall formulate strict approval procedures and management procedures for the use of raised funds to ensure the raising of funds
The funds shall be used in accordance with the purposes of the funds listed in the prospectus and invested in the projects invested by the raised funds according to the project budget.
Article 39 the company shall track the progress of the project and the use of the raised funds to ensure that the investment project is implemented according to the company’s commitment plan. Relevant departments shall detail the specific work progress, ensure that all work can be carried out as planned, and regularly report the specific work progress to the board of directors and the company’s financial department.
If the project cannot be carried out normally according to the investment plan due to unforeseen objective factors, the company shall timely perform the reporting and announcement obligations according to relevant regulations.
Article 40 the company
