Zhejiang Jiahua Energy Chemical Industry Co.Ltd(600273)
Internal audit management system
March, 2002
Chapter I General Provisions
Article 1 in order to standardize the internal audit of Zhejiang Jiahua Energy Chemical Industry Co.Ltd(600273) (hereinafter referred to as "the company"), promote the standardized operation of the company, prevent and control the company's risks, enhance the reliability of the company's information disclosure, and safeguard the legitimate rights and interests of the company and all shareholders, in accordance with the Audit Law of the people's Republic of China, the provisions of the National Audit Office on internal audit, the auditing standards of the Ministry of China and the Listing Rules of Shanghai Stock Exchange This system is formulated in combination with the actual situation of the company in accordance with the provisions of relevant laws, regulations, normative documents such as the basic norms of enterprise internal control and the articles of association.
Article 2 the internal audit referred to in this system refers to the independent and objective supervision, evaluation and suggestions carried out by the company's internal audit institutions or personnel on the effectiveness of the company's 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, so as to promote the improvement of corporate governance, enhance value Activities to achieve business objectives.
Article 3 basic principles of internal audit: independence, legitimacy, seeking truth from facts, objectivity and impartiality, integrity and confidentiality.
Article 4 this system is applicable to the company and its wholly-owned and holding subsidiaries.
Chapter II Organization and personnel
Article 5 the board of directors of the company shall set up an audit committee to formulate the working rules of the audit committee. The audit committee is composed of three directors, including two independent directors. At least one of the independent directors is an accounting professional, and the convener is an independent director.
Article 6 the company has an audit department, which works independently under the guidance of the audit committee of the board of directors, is responsible to the audit committee, reports to the audit committee, and accepts the guidance and supervision of the audit committee. As the executive body of the company's internal audit, the 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 the company's economic activities in accordance with national laws, regulations and policies and the company's rules and regulations. The internal 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.
Article 7 the person in charge of an internal audit institution shall have the working background of audit, accounting, economics, law or management, and have the professional and technical qualification of intermediate level or above, or the qualification of certified public accountant and internationally certified internal auditor.
Internal auditors shall have professional knowledge and professional ability in audit, finance, finance, economy, engineering, law, enterprise management, information technology and other aspects corresponding to the audit work they are engaged in.
Article 8 the audit department shall reasonably allocate internal auditors according to work needs. According to the needs of internal audit, personnel can be temporarily transferred from the company's subordinate departments to form an audit team; In addition to confidential matters, audit services can be purchased from the society according to the needs of internal audit, and be responsible for the audit results adopted.
Article 9 in carrying out their work, internal auditors shall strictly abide by relevant laws and regulations, professional norms of internal audit and relevant provisions of the enterprise, adhere to principles, be objective and impartial, fulfill their duties, be honest and honest, keep secrets, do not abuse their power, do not engage in malpractices for personal gain, do not neglect their duties, and maintain due professional prudence in the implementation of internal audit business; Internal auditors shall not participate in the work that may affect the independent and objective performance of audit duties. In case of interest or conflict of interest with the auditee or audit matters, the audit avoidance system shall be implemented. Article 10 internal auditors shall have the knowledge, skills and other abilities required to perform their respective duties, and maintain due professional prudence in performing their duties; They should participate in various forms of professional training regularly or irregularly to continuously improve their ideological level and professional ability, so as to ensure the quality of internal audit work.
Chapter III responsibilities and authorities
Article 11 the audit committee of the board of directors shall guide and supervise the work of the audit department, and the relevant responsibilities shall be determined in the working rules of the audit committee of the board of directors of the company.
Article 12 the audit department shall perform the following main duties:
1. 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 that have a significant impact on the company;
2. Audit the accounting data and other relevant economic data of the company's internal institutions, holding subsidiaries and joint-stock companies that have a significant impact on the company, 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 forecasts, performance letters, voluntary disclosure of predictive financial information, etc;
3. Assist in establishing and improving the anti fraud mechanism, determine the key areas, key links and main contents of anti fraud, and pay attention to and inspect possible fraud in the process of internal audit;
4. 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;
5. For the defects in the company's internal control and the problems existing in the implementation, urge the relevant responsible departments to formulate rectification measures and rectification time, conduct follow-up review of internal control, and supervise the implementation of rectification measures. If major defects or risks in internal control are found, they shall be reported to the audit committee in time.
6. Be responsible for organizing the business research of internal audit and the training of auditors;
7. Assist external audit institutions to audit the company;
8. Other audit matters assigned by the board of directors and the audit committee of the company.
Article 13 the audit department shall submit the audit plan for the next year to the audit committee in the fourth quarter of each year; An internal audit report shall be submitted to the audit committee within three months after the end of each fiscal year.
The audit department shall take the audit of important external investment, purchase and sale of assets, external guarantee, related party transactions, use of raised funds and information disclosure as the necessary contents of the annual work plan.
Article 14 the audit department shall inspect the following matters at least once every six months, issue inspection reports and submit them to the audit committee.
1. The implementation of major events such as the company's provision of guarantees, related party transactions, securities investment and derivatives transactions, provision of financial assistance, purchase or sale of assets, foreign investment and so on;
2. The company's large capital transactions and capital transactions with directors, supervisors, senior managers, controlling shareholders, actual controllers and their affiliates.
Article 15 the audit department shall inspect the deposit and use of the raised funds at least once a quarter and report the inspection results to the audit committee in time.
If the audit committee of the company considers that there are violations or major risks in the management of the raised funds of the company, or the internal audit department fails to submit the inspection result report in accordance with the provisions of the preceding paragraph, it shall report to the board of directors in time.
The board of directors shall report to the exchange and make an announcement within 2 trading days after receiving the report.
Article 16 internal audit shall generally cover all business links related to financial reports and information disclosure in the company's business activities, including but not limited to: Sales and collection, procurement and payment, inventory management, fixed assets management, fund management, investment and financing management, human resources management, information system management and information disclosure management.
Article 17 in order to effectively perform internal audit duties, the audit department may exercise the following functions and powers in its work:
1. According to the needs of internal audit, require relevant departments to submit relevant production, operation and financial revenue and expenditure plans, internal control system and implementation data, budget implementation and other relevant documents on time;
2. Review relevant statements and vouchers, check funds and property, consult relevant documents, materials and other supporting materials, check relevant information systems and their electronic data and materials, and conduct on-site investigation on relevant matters involved in the audit;
3. In order to better carry out the supervision of the audit process and improve the ability to obtain information, the audit department should set up full-time personnel to obtain the system query authority related to the work of the company's information systems for a long time or periodically. The audit department should make appropriate authorization to ensure the prudent use of the obtained information, the controllable range of personnel who obtain the information and the confidentiality of the information.
4. Attend meetings involving the company's operation and management, major business, financial decision-making and system construction as nonvoting delegates; Participate in the research, formulation and revision of relevant rules and regulations; Convene meetings related to audit matters;
5. 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;
6. Put forward opinions on correcting and dealing with violations of laws and regulations, as well as suggestions on improving operation and management and improving economic benefits;
7. The company has the right to report major matters found in the audit process directly to the board of directors and the audit committee of the company. Article 18 auditors shall have the sufficiency and reliability of internal audit evidence. The internal auditors shall clearly and completely record the name, source, content, time and other information of the audit evidence in the working paper; The audit working papers shall be prepared and reviewed in accordance with relevant regulations, and the audit working papers shall be classified, sorted out and filed in time after the completion of the audit project.
Chapter IV specific implementation
Article 19 the main procedures of internal audit are:
1. Draw up the audit project plan and determine the personnel of the project team;
2. Before the implementation of the audit, issue an internal audit notice to the auditee, which shall mainly include: audit scope, content, time and method; List of audit members; Specific requirements for the auditee to cooperate with the audit work;
3. According to the contents of the audit items, the internal auditors shall conduct compliance test and substantive test on the basis of understanding the internal control status, and shall flexibly use the methods of inspection, observation, inquiry, inventory, inventory supervision, calculation and analytical review to carry out the audit. For the problems found in the audit, they shall fully communicate with the auditee and relevant personnel to obtain reliable, sufficient and relevant audit evidence and obtain accurate Objective, fair and reasonable audit conclusions;
4. After the audit, put forward the first draft of the internal audit report and solicit the opinions of the auditee. The auditee shall submit written feedback within the specified time limit after receiving the audit opinions; If no reply is made within the time limit, it will be regarded as no comment. The audit department may indicate or make necessary supplements and modifications to the written opinions fed back by the auditee in the internal audit report.
5. The audit department will report the internal audit report to the company and the audit committee, and continuously track the audit recommendations, business changes, organization sorting, personnel optimization, system update, personnel rewards and punishments and other management measures decided by the company's management. If necessary, follow-up audit projects can be implemented.
6. The handling opinions on major audit matters shall be submitted by the audit committee to the board of directors for approval.
Article 20 the internal audit report is a written summary of the results of the internal audit work. It should be concise and highlight the key points, so that the users of the report can understand the audit information. The contents of the report should mainly include:
1. Audit overview, including audit objectives, audit scope, content and focus, time, method, etc; 2. Audit basis, that is, the provisions of laws and regulations and the company's management system on which the audit is based;
3. Audit findings and facts related to audit matters;
4. Audit conclusions, audit opinions and recommendations, that is, the evaluation of the audited entity's business activities, internal control and risk management based on the identified facts; Handling opinions on the main problems found in the audit; Suggestions on improving business activities, internal control and risk management.
Article 21 for the internal control defects found in the inspection process, the audit department shall urge the relevant responsible departments to formulate rectification measures and rectification time, carry out the follow-up inspection of internal control, supervise the implementation of rectification measures, and incorporate them into the subsequent annual internal audit work plan.
Article 22 If the audit department finds any major defect or risk in internal control during the inspection, it shall report to the audit committee of the board of directors in time.
Article 23 the 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:
1. Whether the examination and approval procedures for foreign investment are performed in accordance with relevant regulations;
2. Whether the contract is concluded according to the approved contents and whether the contract is normally performed;
3. 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, and track and supervise the progress of major investment projects;
4. In case of entrusted financial management matters, pay attention to whether the company has delegated the approval power of entrusted financial management to the individual directors or management of the company, whether the trustee's integrity record, operating status and financial status are good, and whether special personnel are assigned to track and supervise the progress of entrusted financial management;
5. For matters involving securities investment and derivatives trading, pay attention to whether the company has established a special internal control system for securities investment and derivatives trading, whether the investment scale affects the normal operation of the company, whether the source of funds is its own funds, whether the investment risk is beyond the scope of the company, whether it uses others' accounts or provides funds to others for securities investment, and whether independent directors and sponsors express their opinions.
Article 24 the audit shall be conducted in time after the purchase and sale of important assets. When auditing the purchase and sale of assets, we should focus on the following contents:
1. Whether the purchase and sale of assets are subject to the approval procedures in accordance with relevant regulations;
2. Whether the contract is concluded according to the approved contents and whether the contract is normally performed;
3. Whether the operation status of the purchased assets is consistent with the expectation;
4. Whether there is any guarantee, mortgage, pledge or other restrictions on the transfer of the purchased assets, and whether it involves litigation, arbitration and other major disputes.
Article 25 the audit department shall conduct audit in time after the occurrence of important external guarantee matters. When auditing external guarantees, we should focus on the following contents:
1. Whether the external guarantee has performed the examination and approval procedures in accordance with the relevant provisions;
2. Whether the guarantee risk is beyond the company's tolerance, and whether the integrity record, operation status and financial status of the guaranteed party are good;
3. Whether the guaranteed party provides counter guarantee and whether the counter guarantee is verifiable
