Estun Automation Co.Ltd(002747)
Internal audit system
(March 2022)
Chapter I General Provisions
Article 1 in order to standardize the internal audit work of Estun Automation Co.Ltd(002747) (hereinafter referred to as "the company"), improve the quality of internal audit work and protect the legitimate rights and interests of shareholders, in accordance with the Audit Law of the people's Republic of China, the provisions of the national audit office on internal audit work, the guidelines for self discipline supervision of listed companies on Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board and the provisions of Estun Automation Co.Ltd(002747) articles of association, This system is formulated in combination with the actual situation of the company.
Article 2 the term "internal audit" as mentioned in this system refers to an evaluation activity carried out by the company's internal audit institutions and personnel on the effectiveness of the company's internal control and risk management, the authenticity and integrity of financial information, and the efficiency and effect of business activities.
Article 3 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 and regulations;
(II) improve the efficiency and effect of the company's operation;
(III) ensure the safety of the company's assets.
Article 4 all units of the company shall establish and improve internal audit measures in accordance with relevant national laws, regulations, rules and the provisions of this system and in combination with the industry and production and operation characteristics of the company, so as to prevent and control the risks of the company.
Article 5 the internal audit institution of the company shall, through its internal audit activities, promote the company to continuously improve the internal control system, improve the management level, work efficiency and economic benefits, and promote the realization of the overall objectives of the company. Chapter II General Provisions
Article 6 the audit committee shall be established under the board of directors of the company and the rules of procedure of the audit committee shall be formulated. The members of the audit committee are all composed of directors, of which independent directors account for more than half and act as the convener, and at least one independent director is an accounting professional.
Article 7 the company sets up an internal audit institution (audit department) to be responsible for the organization and implementation of daily audit work, and inspect and supervise 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 audit committee and reports to the audit committee.
Article 8 the company shall allocate full-time personnel to engage in internal audit according to the company's scale, production and operation characteristics and relevant regulations, and the company shall have no less than three full-time auditors.
Article 9 the audit department shall set up a director of the audit department, who shall be fully responsible for the work of the audit department. The director of the audit department shall be nominated by the audit committee and appointed and removed by the board of directors.
The director of the Audit Department of the company shall have the educational background, professional title and work experience appropriate to his duties, and shall not be associated with the controlling shareholder and actual controller of the company.
Article 10 the holding subsidiaries of the company shall set up full-time or part-time auditors to carry out audit activities within the scope specified in the articles of association and accept the guidance of superior audit institutions in business; The participating subsidiaries of the company can refer to this system.
Article 11 all internal organs, holding subsidiaries and joint-stock companies with significant influence of the company shall cooperate with the internal audit institution to perform their duties according to law and shall not hinder the work of the internal audit institution.
Chapter III responsibilities and general requirements
Article 12 when guiding and supervising the work of internal audit institutions, the audit committee shall perform the following main duties:
(I) guide and supervise the establishment and implementation of internal audit system;
(II) hold a meeting at least once a quarter to review the work plan and report submitted by the audit department; (III) report to the board of directors at least once a quarter, including but not limited to the progress and quality of internal audit and major problems found;
(IV) coordinate the relationship between internal audit institutions and external audit units such as accounting firms.
Article 13 the 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 but not limited to financial reports, performance express, 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) assist in establishing and improving the risk early warning mechanism, timely identify and systematically analyze the internal and external risks related to the realization of internal control objectives in business activities, determine the corresponding risk tolerance and reasonably determine the risk response strategy;
(V) 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;
(VI) within the framework of this system, establish and improve the internal audit system, including the implementation rules and specific norms of various internal audit projects;
(VII) conduct special audit on acts that seriously violate laws and regulations and the company's rules and regulations or cause major losses to the company;
(VIII) complete other audit matters assigned by the audit committee and the company.
Article 14 the 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.
The internal audit institution shall take the audit of important external investment, purchase and sale of assets, external guarantee, use of funds raised from related party transactions and information disclosure as the necessary contents of the annual work plan.
Article 15 the audit department shall carry out the audit work on the basis of business links, and evaluate the rationality of the internal control design and the effectiveness of the implementation related to the financial report according to the actual situation.
Article 16 internal audit shall cover all business links related to financial reports and information disclosure in the company's business activities, including sales and collection, procurement and payment, inventory management, fixed assets management, capital management, investment and financing management, human resources management, information system management and information disclosure management. The internal audit department can adjust the above business links according to the industry and production and operation characteristics of the company.
Article 17 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 18 during the audit work, the internal auditors shall prepare and review the audit working papers in accordance with the relevant provisions, establish the confidentiality system of the working papers, and establish the corresponding archives management system in accordance with the provisions of relevant laws and regulations. After the audit project is completed, it shall be sent to the archives of the company for filing before June 30.
The destruction of audit files must be approved by the audit committee and signed by the chairman. The retention period of various audit files is as follows: the retention period of audit working papers is 5 years, the retention period of quarterly financial audit reports is 5 years, and the retention period of other audit work reports is 10 years.
Article 19 internal auditors shall adhere to the principle of seeking truth from facts, be loyal to their duties, be objective and fair, perform their duties honestly and keep secrets; No abuse of power, malpractice for personal gain or dereliction of duty; If an internal auditor has an interest in the auditee or the audit matters, he shall withdraw.
Chapter IV specific implementation
The effectiveness of the company's internal control shall be reviewed and reported to the internal audit committee at least once a year in accordance with the provisions of Article 20.
The evaluation report shall state the purpose, scope, conclusions and suggestions for improving internal control of the review and evaluation.
Article 21 the scope of internal control review and evaluation shall include the establishment and implementation of internal control systems related to financial reporting.
The internal audit institution shall focus on the integrity, rationality and effectiveness of the implementation of the internal control system related to foreign investment, purchase and sale of assets, external guarantee, related party transactions, use of raised funds and other matters.
Article 22 the internal audit department shall review and supervise the implementation of relevant rectification measures in the process of internal audit, and supervise the implementation of relevant rectification measures.
The internal audit institution shall timely arrange the follow-up review of internal control and incorporate it into the annual internal audit work plan.
Article 23 If an internal audit institution finds major defects or risks in internal control during the review process, it shall report to the audit committee in a timely manner.
If the audit committee considers that there are major defects or risks in the company's internal control, the board of directors shall immediately rectify the relevant internal control.
Article 24 the audit committee shall supervise the internal audit department to inspect the following matters at least once every six months, issue inspection reports and submit them to the audit committee. If a listed company is found to be in violation of laws and regulations and non-standard operation, it shall report to the Shenzhen Stock Exchange in time:
(I) the implementation of high-risk investments such as the use of raised funds, provision of guarantees, related party transactions, securities investment and derivatives transactions, provision of financial assistance, purchase or sale of assets, foreign investment and other major events;
(II) the company's large amount of capital transactions and capital transactions with directors, supervisors, senior managers, controlling shareholders, actual controllers and their affiliates.
The audit committee shall issue a written evaluation opinion on the effectiveness of the company's internal control according to the internal audit report and relevant materials submitted by the internal audit department, and report to the board of directors. If the board of directors or the audit committee considers that there are major defects or risks in the company's internal control, the board of directors shall timely report to the bourse and disclose them. The company shall disclose in the announcement the major defects or risks in internal control, the consequences that have been or may be caused, and the measures that have been taken or are to be taken.
Article 25 an internal audit institution 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 establish special institutions to study and evaluate the feasibility, investment risks and investment returns of major investment projects, and track and supervise the progress of major investment projects;
(IV) in case of entrusted financial management matters, pay attention to whether the company authorizes 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;
(V) for matters involving securities investment, the company shall pay attention to whether the company has established a special internal control system for securities investment, 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, and whether it uses other people's accounts or provides funds to others for securities investment.
Article 26 an internal audit institution shall conduct audit in a timely manner after important asset purchases and sales occur. When auditing the purchase and sale of assets, we should focus on the following contents:
(I) whether the purchase and sale of assets are subject to the approval procedures 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 the operation status of the purchased assets is consistent with the expectation;
(IV) whether there is any guarantee, mortgage, pledge or other restricted transfer of the purchased assets, and whether it involves litigation, arbitration and other major disputes.
Article 27 an internal audit institution shall conduct audit in a timely manner after the occurrence of important external guarantees. When auditing external guarantees, we should focus on the following contents:
(I) whether the external guarantee has performed the examination and approval procedures in accordance with relevant regulations;
(II) whether the guarantee risk is beyond the company's tolerance, and whether the guaranteed party's integrity record, business status and financial status are good;
(III) whether the guaranteed party provides counter guarantee and whether the counter guarantee is enforceable;
(IV) whether the independent directors express their opinions (if applicable);
(V) whether to assign special personnel to continuously pay attention to the operation and financial status of the guaranteed party.
Article 28 an internal audit institution shall conduct audit in time after the occurrence of important related party transactions. When auditing related party transactions, we should focus on the following contents:
(I) whether the list of related parties is determined and updated in time;
(II) whether the related party transactions fulfill the approval procedures in accordance with relevant regulations, and whether the related shareholders or related directors avoid voting when considering the related party transactions;
(III) whether the independent directors have approved and expressed independent opinions in advance, and whether the recommendation institution has expressed opinions (if applicable);
(IV) whether the related party transaction has signed a written agreement, and whether the rights, obligations and legal liabilities of both parties to the transaction are clear;
(V) whether there is any guarantee, mortgage, pledge or other restricted transfer of the transaction object, and whether it involves litigation, arbitration and other major disputes;
(VI) whether the credit record, operation status and financial status of the counterparty are good;
(VII) whether the pricing of related party transactions is fair, whether the subject matter of transactions has been audited or evaluated in accordance with relevant regulations, and whether related party transactions will encroach on the interests of the company.
Article 29 the internal audit department shall audit the deposit and use of the raised funds at least once a quarter, and express opinions on the authenticity and compliance of the use of the raised funds. The internal audit department is auditing the raised funds
