Quakesafe Technologies Co.Ltd(300767)
Internal audit management system
(revised in March 2022)
Chapter I General Provisions
Article 1 in order to standardize the internal audit of Quakesafe Technologies Co.Ltd(300767) (hereinafter referred to as “the company”), improve the quality of internal audit, clarify the responsibilities of internal audit institutions and auditors, 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, the basic norms of enterprise internal control, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the guidelines for self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of listed companies on GEM, and the relevant provisions of relevant national policies, regulations and articles of association, and in combination with the actual situation of the company’s internal audit, Formulate this system.
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 staff of the company’s internal audit department on the effectiveness of its internal control and risk management, the authenticity, accuracy 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) comply with national laws, regulations, rules and other relevant provisions;
(II) improve the efficiency and effect of the company’s operation;
(III) ensure the safety of the company’s assets;
(IV) ensure that the company’s information disclosure is true, accurate, complete and fair.
Article 5 the company shall establish and improve the internal audit system, prevent and control the company’s risks and enhance the reliability of the company’s information disclosure in accordance with the provisions of relevant national laws, regulations and rules and in combination with the industry and production and operation characteristics of the company.
Article 6 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 and all its members shall ensure the authenticity, accuracy and completeness of information disclosure related to internal control.
Chapter II internal audit organization and responsibilities
Article 7 the company shall establish an internal audit department, which shall work independently under the guidance of the audit committee of the board of directors, be responsible to the audit committee and report to the audit committee. The internal audit department shall inspect and supervise the effectiveness of the company’s internal control and risk management, the authenticity and integrity of financial information, and the establishment and implementation of internal control system. The internal audit department shall maintain its independence and shall not be placed under the leadership of the finance department or work together with the finance department.
Article 8 the company shall allocate full-time personnel to engage in internal audit according to its own scale, production and operation characteristics and relevant regulations.
Article 9 all members of the audit committee shall be composed of directors, of which independent directors shall account for more than half and act as the convener. At least one independent director shall be an accounting professional, and the convener of the audit committee shall be an accounting professional. The audit fee shall be included in the company’s financial budget, and the company shall ensure the smooth progress of the audit work.
Article 10 the internal auditors of the company shall have good professional ethics, professional knowledge and working experience in accounting and auditing, and maintain a certain stability. The company implements the audit avoidance system, and the personnel involved or related to the audit matters shall not participate in the internal audit.
Article 11 the internal auditors shall be obliged to keep confidential the information and data such as the company’s important business conditions and transactions learned during the audit. It shall not be disclosed except to the audit committee of the board of directors or the chairman.
Article 12 all departments of the company, 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 authorities
Article 13 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) supervise and evaluate the company’s internal control, and put forward opinions and suggestions on the perfection of the company’s internal control system;
(III) hold a meeting at least once a quarter to review the work plan and report submitted by the internal audit department;
(IV) report to the board of directors at least once a quarter, including the progress, quality and major problems found in the internal audit;
(V) 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:
(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 with significant influence;
(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 integrity of the reflected financial revenue and expenditure and relevant economic activities, including financial reports, performance letters, voluntary disclosure of predictive financial information, etc;
(III) establish and improve the key links and possible areas of anti fraud in the internal audit, and assist in the process of anti fraud;
(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 work.
Article 15 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 16 the internal audit department shall carry out the 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 generally cover all business links related to financial report and information disclosure in the company’s business activities, including but not limited to: Sales and collection, procurement and expenses and payment, inventory management, fixed assets management, fund management (including investment and financing management), financial report, human resources management, information system management and information disclosure management.
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 the internal audit department shall establish a confidentiality system for working papers, 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.
Article 20 the company’s audit archives shall be kept for 10 years. Internal audit file management and confidentiality management shall be implemented with reference to relevant management regulations of the company.
The review of audit files must go through the approval procedures. All departments of the company can only consult after being approved by the head of the Department and then by the head of the internal audit department.
Article 21 the working authority of the internal audit department is as follows:
(I) according to the needs of internal audit, participate in relevant meetings of the company, especially meetings on system construction, production and operation, capital construction, financial revenue and expenditure, etc; Participate in the research, formulation and revision of relevant rules and regulations; The internal audit department shall organize or participate in the meetings of relevant departments of the company related to internal audit; The internal audit department shall participate in the meetings and training related to internal audit held by Shenzhen Stock Exchange and other units;
(II) according to the needs of internal audit, require relevant departments to submit the internal control system and implementation information on time, submit the production, operation and financial revenue and expenditure plans on time, and submit the budget implementation, final accounts and relevant documents and materials on time;
(III) review and evaluate the establishment and implementation of internal control system, and adopt methods such as data review, investigation and verification, field observation and comprehensive analysis;
(IV) review vouchers, account books, statements, budgets and final accounts, verify funds and property, and consult relevant documents and materials;
(V) investigate the matters related to internal audit and require relevant departments and individuals to provide supporting materials;
(VI) timely put forward suggestions to the company on investigating the responsibility of departments and individuals who obstruct and hinder the internal audit work and refuse to provide relevant materials;
(VII) put forward suggestions on improving operation and management and increasing economic benefits;
(VIII) put forward opinions on correcting and dealing with violations of laws and regulations. Put forward suggestions on circulating a notice of criticism or investigating the responsibility of departments and individuals who have caused losses due to violations of laws and regulations;
Chapter IV specific implementation
Article 22 internal audit mainly includes the following procedures:
(I) making audit plan: the internal audit department prepares the audit plan according to the company’s annual plan and the company’s development needs and the requirements of the board of directors or management. The annual audit work plan shall be reviewed and approved by the board of directors or the management.
(II) form an audit team: establish a special audit team according to the inspection contents and work priorities of the audit items; The audit team can be composed of personnel from the internal audit department, project operation Department and other relevant staff.
(III) issue audit notice: the internal audit department shall deliver the audit notice to the audited unit or department three days before the implementation of the audit. The audit notice shall specify the audit content, type, method, time and other matters. (IV) implementation of audit: internal auditors can use audit, observation, audit, interview, investigation, confirmation, calculation and analysis procedures to obtain relevant, reliable and sufficient audit evidence to support audit conclusions, opinions and suggestions.
(V) audit communication: in principle, auditors shall communicate and feed back the problems found in the audit process with the auditee or department head in time; After the on-site audit, the audit team shall discuss and exchange with the auditee and the appropriate management on the audit overview, audit basis, audit findings, audit conclusions, audit opinions and audit suggestions. Results communication is generally written or oral.
(VI) audit report: internal auditors shall form audit conclusions, opinions and suggestions and issue audit reports based on the verified audit evidence after the audit is completed. If necessary, internal auditors can submit interim reports during the audit process in order to take timely and effective corrective measures to improve business activities, internal control and risk management.
The audit report mainly includes the following elements:
(I) title;
(II) addressee;
(III) text;
(IV) Annex:
(V) signature and seal;
(VI) report date;
(VII) others.
Article 23 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 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.
Article 24 the internal audit department shall include important external investment, purchase and sale of assets, external guarantee, related party transactions, use of raised funds, information disclosure and other matters into the annual internal audit work plan, and focus on the integrity and rationality of relevant internal control systems and the effectiveness of their implementation.
Article 25 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 person in charge of internal audit shall arrange the annual audit and include it into the internal control plan in due time.
Article 26 If the internal audit department finds that there are major defects or risks in internal control during the review process, it shall report to the board of directors or the audit committee in time.
When the audit committee considers that there are major defects or risks in the company’s internal control, the Secretary of the board of directors of the company, on behalf of 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 existing in the internal control, the consequences that have been or may be caused, and the measures that have been taken or are to be taken.
Article 27 the internal audit department shall audit the construction of engineering projects and the procurement of important equipment and materials carried out by the company in various forms, and focus on the following contents:
(I) project category:
1. Whether the relevant approval procedures have been implemented and whether the economic and technical feasibility has been deeply studied;
2. Whether the bidding is conducted according to the regulations, whether the bidding process is legal and compliant, and whether the bidding result is optimal;
3. Whether the final accounts of the project are handled in time after the completion of the project, whether the project is put into operation on schedule, whether the expected benefits are achieved, etc.
(II) equipment and material procurement:
1. Whether the provisions on public bidding, bid negotiation, inquiry, comparison and pricing are implemented within the scope specified in relevant systems;
2. Whether the purchase price is fair and reasonable, etc.
Article 28 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 set up special institutions to study and evaluate the feasibility, investment risk and investment income of major investment projects
