Avary Holding (Shenzhen) Co.Limited(002938) : self inspection form for the implementation of internal control rules in 2021 self inspection form for the implementation of internal control rules of listed companies
Internal control rules implementation self inspection items yes / no / inapplicable description
1、 Internal audit and operation of the audit committee 1. Whether the head of the internal audit department is full-time, nominated by the audit committee and appointed and removed by the board of directors. 2. Whether the company has established an internal audit department independent of the financial department, and whether it is equipped with full-time internal auditors. 3. Whether the internal audit department reports to the audit committee at least quarterly.
4. Is the internal audit department responsible for the following matters at least quarterly -----
Conduct an inspection:
(1) The deposit and use of raised funds are
(2) External guarantee is
(3) Related party transactions are
(4) Securities investment is
(5) Venture capital is
(6) External financial assistance is
(7) The purchase and sale of assets is
(8) Foreign investment is
(9) The company's large capital transactions are
(10) The capital transactions between the company and its directors, supervisors, senior managers, controlling shareholders, actual controllers and their affiliates 5. Whether the audit committee holds a meeting at least once a quarter to review the work plan and report submitted by the internal audit department. 6. Whether the audit committee reports to the board of directors at least once a quarter on the progress and quality of internal audit work and the major problems found. 7. Whether the internal audit department submits the annual internal audit work report and the next annual internal audit work plan to the Audit Committee on time. 2、 Internal control of information disclosure 1. Whether the company has formulated information disclosure management system and internal confidentiality system of major information. 2. Whether the company appoints or authorizes the Secretary of the board of directors or securities affairs representative to check the investor's questions on the interactive website and reply in a timely and complete manner. 3. Whether the company requires specific objects to sign a letter of commitment before communicating directly with specific objects.
4. Whether the company prepares the investor relations activity record form within two trading days after the end of the investor relations activity each time, and timely publishes the form and the annexes (if any) such as presentations and documents provided during the activity on the interactive website of Shenzhen Stock Exchange, and at the same time on the company's website (if any). 3、 Internal control of insider trading 1. Whether the company has established a registration management system for insider information insiders, which stipulates the confidentiality management of insider information and the registration management of insider information insiders before the insider information is publicly disclosed according to law. 2. Whether the company fills in the archives of insiders of listed companies before the public disclosure of insider information according to law, and forms a memorandum on the progress of major events when planning major events, and whether relevant personnel sign on the Memorandum for confirmation. 3. Whether the company conducts self inspection on the trading of the company's securities and their derivatives by insiders within 5 trading days after the announcement of the annual report, semi annual report and relevant major events. If it is found that the insider makes insider trading, divulges insider information or suggests others to use insider information for trading, whether to verify and investigate the responsibility, and submit the relevant situation and handling results to Shenzhen Stock Exchange and local securities regulatory bureau within 2 working days. 4. Whether the company's directors, supervisors, senior managers, securities affairs representatives and the spouses of the above-mentioned persons have notified the Secretary of the board of directors in writing of their trading plans before buying and selling the company's shares and their derivatives. 5. Whether the related party transactions of the company strictly implement the approval authority and procedures, and timely perform the obligation of information disclosure. 4、 Internal control of raised funds 1. Whether the company and its subsidiaries implementing the raised funds project store the raised funds in a special account and sign the tripartite supervision agreement on raised funds in time. 2. Whether the internal audit department audits the use and storage of the raised funds at least once a quarter, and gives opinions on the authenticity and compliance of the use of the raised funds. 3. Except for financial enterprises, whether the company has not invested the raised funds in financial investments such as holding trading financial assets and financial assets available for sale, lending to others and entrusted financial management, and has not used the raised funds for venture capital, directly or indirectly invested in companies whose main business is trading securities, or used for pledge Entrusted loans and other investments that change the purpose of the raised funds in a disguised form. 4. Whether the company has not used idle raised funds to supplement working capital temporarily within 12 months after venture capital investment, has not changed the investment direction of raised funds to permanently supplement working capital, and has not permanently used the over raised funds to supplement working capital or repay bank loans. 5、 Internal control of related party transactions 1. Whether the company reports the information of related parties to the Shenzhen stock exchange through the column of "data filling: related party data filling" in the business area of the Shenzhen Stock Exchange within 10 trading days after the IPO listing. If the related person and its information change, whether the company updates it within 2 trading days. Whether the related person information reported by the company is true, accurate and complete.
2. Whether the independent directors and supervisors of the company check the capital transactions between the company and related persons at least once a quarter. 3. Whether the company has defined the approval authority of the general meeting of shareholders and the board of directors for related party transactions, formulated corresponding review procedures, and implemented them. 4. Whether the company's directors, supervisors, senior managers, controlling shareholders, actual controllers and their affiliates do not occupy the funds of the listed company directly, indirectly or in disguised form. 6、 Internal control of external guarantee 1. Whether the company has specified in the articles of association the approval authority of the general meeting of shareholders and the board of directors on external guarantee matters and the accountability system for violating the approval authority and deliberation procedures.
2. Whether the external guarantee of the company strictly implements the approval authority and whether the review is not applicable. The company has formulated the external guarantee management system, discussed the procedures and fulfilled the obligation of information disclosure in time. The approval authority and review procedures are standardized. There was no external guarantee in 2021.
7、 Internal control of major investment 1. Whether the company has defined the approval authority and review procedures of the general meeting of shareholders and the board of directors for major investment in the articles of association, and whether the relevant approval authority and review procedures comply with the provisions of laws and regulations and the business rules of Shenzhen Stock Exchange.
2. Whether the company strictly implements the approval authority and procedures for major investments, and timely performs the obligation of information disclosure. 3. Whether the company has not made venture capital during the following periods:
(1) Use idle raised funds to temporarily supplement working capital. In 2021, the company did not use idle raised funds; (2) Changing the investment direction of the raised funds to permanent supplement is not applicable to the temporary supplement of working capital, and within 12 months after the raised funds are not used as working capital; (3) The permanent investment direction of the over raised funds is changed to permanent supplementary working capital, and there is no over raised situation after it is used to supplement working capital or repay bank loans for a long time.
Within twelve months. 8、 Other important matters 1. Whether the controlling shareholder and actual controller of the company have signed the statement and commitment of controlling shareholder and actual controller and reported to Shenzhen Stock Exchange and the board of directors of the company for the record. If the controlling shareholder or actual controller changes, whether the new controlling shareholder or actual controller completes the signing and filing of the statement and commitment of the controlling shareholder and actual controller within one month after the change. 2. Whether the letter of commitment signed by the board of directors, supervisors and senior management personnel of the company has been updated and filed in time.
3. In addition to attending the board meeting, does the independent director have the name and number of days of the independent director each year
Make use of no less than ten days to analyze the construction and implementation of Xu Renshou 12 (on-site + video), management and internal control systems, Zhao Tianmin 12 (on-site + video) Conduct on-site inspection on the implementation of the resolutions of the board of directors. Zhang Bo 12 (live + video)
