Sichuan Tianwei Electronic Co.Ltd(688511)
Internal audit system
Chapter I General Provisions
Article 1 Purpose
In order to standardize the internal audit of Sichuan Tianwei Electronic Co.Ltd(688511) (hereinafter referred to as “the company”), establish and improve the internal audit system and clarify the responsibilities of internal audit institutions and personnel, this system is formulated in accordance with the Audit Law of the people’s Republic of China and other relevant laws and regulations and the articles of association, and in combination with the actual situation of the company.
Article 2 this system is applicable to the company and its internal independent accounting units, holding subsidiaries, and enterprises invested by the company that are not controlled but have actual control (hereinafter referred to as “each unit”).
Article 3 the term “internal audit” as mentioned in this system refers to the activities that implement independent and objective supervision, evaluation and suggestions on the financial revenue and expenditure, economic activities, internal control and risk management of each unit to which this system applies, so as to promote the unit to improve governance and achieve objectives
Chapter II Internal Audit institutions and internal auditors
Article 1 the board of directors of the company sets up an audit committee to formulate and disclose the rules of procedure of the audit committee. The members of the audit committee shall be composed of three directors, of which independent directors shall account for more than half and act as the convener, and at least one independent director shall be an accounting professional.
Article 2 the board of directors of the company sets up an audit department, which is responsible for internal audit, and inspects and supervises the authenticity and integrity of the company’s financial information, the establishment and implementation of internal control system, etc.
The audit department is responsible to the board of directors of the company and reports to the board of directors.
The audit department also accepts the business guidance, supervision and evaluation of the audit committee of the board of directors.
The audit department shall regularly submit functional reports to the audit committee, including internal audit system, annual audit plan, annual audit report, internal control inspection and supervision report, special report on major issues or problems, and other reports specially required by the audit committee.
The audit department shall regularly communicate and report with the audit committee. According to the requirements of the audit committee, attend its meetings and relevant meetings of the board of directors as nonvoting delegates, and maintain full and effective communication with the members of the audit committee. The audit committee shall put forward evaluation opinions on the performance of duties of the audit department as an important basis for the company to assess, appoint and remove the audit department and its principals.
The audit department shall independently carry out work and exercise internal supervision power in accordance with national laws, regulations and relevant policies and the company’s rules and regulations, and give play to the functions of supervision, evaluation and service.
The work funds necessary for the audit department to perform its duties shall be guaranteed and included in the annual financial budget of the company. Article 3 internal auditors shall exercise their functions and powers in accordance with laws, regulations and these systems, and shall be protected by laws and company rules and regulations. No department or individual shall refuse or hinder internal auditors from performing their duties, and shall not retaliate against internal auditors.
Article 4 the person in charge of the internal audit department shall be nominated by the audit committee or the chairman of the board and appointed or removed by the general manager. The company shall disclose the educational background, professional title, work experience of the person in charge of the audit department, and whether there is any relationship with the controlling shareholder and actual controller of the company.
Internal auditors shall have the following basic abilities and qualities:
(I) have professional theoretical knowledge of audit, accounting, financial management, economy, tax laws and regulations; (II) master internal audit standards and internal audit procedures;
(III) be familiar with internal audit content and internal audit operation technology;
(IV) be familiar with the company’s business operation and economic business knowledge;
(V) understand the company’s management system and financial accounting principles;
(VI) strong communication and coordination skills and effective communication with the auditee.
Internal auditors should continuously improve their professional ability and literacy through follow-up education to ensure the quality of internal audit work.
Article 5 the 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.
Internal auditors should maintain independence:
(I) internal auditors should maintain their independence and cannot participate in all operations as any decision-maker, so as to maintain their ability and position of objectivity and impartiality;
(II) the internal auditors shall have no economic interest with the auditee and its main principals; When handling audit matters, those who have a direct interest in the auditee or the audited matters shall withdraw;
(III) internal auditors shall be free from control and interference in the formulation and implementation of audit plans and the submission of audit reports.
Article 6 internal auditors shall audit according to laws and regulations, be loyal to their duties, adhere to principles, be objective and fair, and keep secrets; Auditors shall not abuse their power, engage in malpractices for personal gain, disclose secrets or neglect their duties.
Chapter III responsibilities and authorities of internal audit institutions
Article 1 when guiding and supervising the work of the audit department, the audit committee shall perform the following main responsibilities: (I) guiding and supervising the establishment and implementation of the internal audit system;
(II) hold a meeting at least once a quarter to review the work plan and report submitted by the internal audit department;
(III) report to the board of directors at least once a month, including but not limited to the progress, quality and major problems found in the internal audit;
(IV) coordinate the relationship between the internal audit department and external audit units such as accounting firms and national audit institutions.
Article 2 the internal audit institution shall follow the work policy of “taking compliance audit as the basis and focusing on benefit audit” and perform the following 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 but not limited to financial reports, performance letters, voluntary disclosure of predictive financial information, etc;
(III) 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;
(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.
Article 3 the internal audit institution shall exercise the following authorities:
(I) have the right to require the auditee to submit plans, final accounts, statements and documents and materials related to operation and management on time;
(II) have the right to participate in relevant meetings of the company’s financial accounting, business and operation decision-making management, and have the right to attend and participate in meetings held by the company’s management or the board of directors related to the responsibilities of the internal audit institution;
(III) have the right to approve the internal audit project plan, internal audit work plan and audit report, decide the sending object of the internal audit report, and control the contact of the audit working paper;
(IV) have the right to review the materials and documents related to the business operation and financial activities of the auditee, verify the funds and property on site, and check the relevant computer systems and their electronic data and materials; Have the right to investigate and ask relevant units and individuals about issues related to audit matters and obtain supporting materials;
(V) have the right to make a temporary decision to stop the auditee’s ongoing serious violations of laws and regulations, serious losses and waste during the audit process; For those who obstruct and hinder the audit work and refuse to provide relevant materials, necessary temporary measures can be taken to seal up the account books, materials, freeze funds, etc., and report to the board of directors; (VI) have the right to report the risks or major control weaknesses found in the audit to the board of directors in time and conduct continuous monitoring;
(VII) for the units and individuals who violate the financial laws and disciplines and the relevant provisions of the company, and the relevant responsible persons who cause heavy losses due to serious dereliction of duty, they can put forward opinions to the board of directors on correcting and dealing with violations of laws and regulations, losses and waste, as well as suggestions on improving management and efficiency;
(VIII) the general financial, business and other problems found in the audit can be properly handled in accordance with the relevant provisions of the company, and the person who urges the correction shall report the handling to the board of directors; Important matters shall be reported to the board of directors to make audit decisions and urge the auditees and individuals to implement them.
Chapter IV main tasks of the company’s internal audit
Article 1 the internal audit department shall submit the internal audit work plan for the next year to the board of directors and the audit committee two months before the end of each fiscal year, and submit the internal audit work report of the previous year to the board of directors and the audit committee two months after the end of each fiscal year. In case of force majeure and other objective special circumstances, it can be postponed appropriately.
Article 2 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 board of directors and 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.
Supervise, inspect and evaluate the soundness and effective implementation of the company’s internal control system (including internal management control system and internal accounting control system), mainly including:
(I) supervise and inspect whether all departments of the company comply with the following basic principles:
1. Clearly divide the rights and responsibilities, establish a responsibility system, and implement the principle of being in charge of purchase, production, sales, accounts, money and goods. 2. Each business (purchase, production, sales, acceptance, storage and transportation) shall not be handled by one person (Department) alone, but must be handled by more than two people (Department).
3. All physical property shall be kept, maintained and repaired by a specially assigned person to improve use efficiency and ensure property safety.
4. All original vouchers must be numbered consecutively and used in a controlled order. All vouchers used up must go through visa procedures and be checked regularly.
5. All businesses must be procedural and institutionalized.
(II) whether the company’s business activities are carried out in accordance with the authorization system, such as whether foreign investment, project construction, various fund expenditures, bank loans and foreign guarantees are approved in accordance with the specified authority.
(III) whether all transactions and events are recorded in appropriate accounts in a timely manner in the appropriate accounting period with the correct amount, so that the preparation of accounting statements meets the relevant requirements of the accounting standards for business enterprises.
(IV) whether the contact treatment of assets and records has been properly authorized.
(V) whether the book assets and actual assets are checked regularly.
(VI) supervise the implementation of the company’s business plan and financial revenue and expenditure plan, and audit the annual financial cost settlement.
Article 3 audit the authenticity of the company’s accounting statements and related contents, mainly including:
(I) whether the business of the company is handled in strict accordance with the financial accounting system;
(II) whether the assets, liabilities and owner’s equity in the accounting statements really exist, whether the increase and decrease changes are fully recorded, whether the balance is correct, whether the pricing method is reasonable, whether the provision for asset impairment is appropriate, and whether the disclosure in the accounting statements is reasonable;
(III) whether the cash, inventory and fixed assets are checked regularly, whether the current accounts are true and whether the profits are accurate, etc.
Article 4 routine audit of the headquarters and affiliated units of the company, including:
(I) audit the integrity and reasonable use of property and materials;
(II) audit the income of short-term and long-term investment, whether the fixed assets are idle, the allocation of surplus fixed assets, the rationality of the use of monetary funds in current assets, the liquidation of creditor’s rights and debts, and the surplus, overstock, unsalable or scrapped inventory;
(III) audit the implementation of national laws, regulations and relevant systems of the company by the company’s financial, sales, infrastructure, personnel and other economic management departments and units;
Article 5 the special audit of the company’s headquarters and affiliated units mainly refers to the audit of items that have a significant impact on the company’s assets, liabilities and profits, such as the company’s income, costs, expenses and accounts receivable.
Article 6 departure audit mainly refers to the departure audit of the main principals of important economic posts or subordinate units, truthfully evaluate their business performance and existing problems during their tenure, reflect the real assets and liabilities, and enable the next person in charge to clearly understand the situation of the unit to be managed.
Article 7 special audit shall be conducted for acts that seriously violate the financial discipline, occupy the company’s assets, cause serious losses and waste and damage the interests of the company.
Article 8 cost control audit, mainly including:
(I) whether the expense approval system is strictly implemented;
(II) whether the expense standard specified by the company is strictly followed;
(III) whether the expenses follow the principles of rationality, diligence and thrift;
(IV) implementation of expense budget.
Article 9 capital construction audit mainly audits the financial budget implementation and final accounts of the company’s capital construction projects (including capital construction maintenance projects) and technological transformation projects, evaluates the authenticity and economic benefits of their construction costs, and puts forward suggestions.
Article 10 other matters assigned by the board of directors.
Chapter V internal audit procedures
Article 1 the audit department shall determine the internal audit items according to the actual situation of the company, formulate the internal audit implementation work plan and prepare for the internal audit. The internal audit implementation work plan shall be formally implemented after being approved by the chairman of the company or the authorized leader of the board of directors.
Article 2 after the internal audit project is determined, its implementation work plan shall include the following main contents:
(I) name of internal audit project;
(II) purpose and scope of internal audit;
(III) main methods and steps of internal audit;
(IV) organization of internal auditors;
(V) internal audit schedule;
(VI) other contents that should be specified in advance.
Article 3 the internal audit institution shall reach the internal audit notice two days before the formal audit and notify the auditee or department.
Article 4 main steps of internal audit: check physical objects, investigate and visit relevant units by checking financial and accounting books, statements, vouchers and relevant materials
