Anhui Huilong Agricultural Means Of Production .Co.Ltd(002556)
Internal audit system
Chapter I General Provisions
Article 1 in order to standardize and protect the internal audit of Anhui Huilong Agricultural Means Of Production .Co.Ltd(002556) (hereinafter referred to as “the company”), improve the quality of internal audit 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 and other national laws and regulations on audit, This system is hereby formulated in combination with the actual situation of the company, as well as relevant provisions such as the guidelines for self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, guidelines for internal audit of listed companies, Anhui Huilong Agricultural Means Of Production .Co.Ltd(002556) articles of Association (hereinafter referred to as the “articles of association”).
Article 2 the term “internal audit” as mentioned in this system refers to an audit evaluation activity 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 and integrity of financial information, as well as the efficiency and effect of business activities.
Article 3 the purpose of internal audit is to promote the establishment and improvement of internal control system, effectively control costs, improve operation and management, avoid business risks, eliminate illegal acts, safeguard the interests of investors and increase the value of the company.
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.
Chapter II Internal Audit institutions and internal auditors
Article 5 the board of directors of the company sets up an audit committee, which guides the internal audit work of the company and reports the internal audit work to the board of directors. 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. At least one independent director is an accounting professional.
Article 6 the company sets up an audit department to inspect and supervise the authenticity and integrity of the company’s financial information and the establishment and implementation of internal control system. The audit department is responsible to the audit committee and reports to the audit committee.
Specifically, it includes supervising the operation of the internal control system of the auditee, inspecting the enterprise operation and financial status of the auditee, supervising the implementation of budget and final accounts and financial revenue and expenditure of the auditee, and evaluating the benefits of major economic activities.
Article 7 the company shall have at least 3 full-time internal auditors. Internal auditors should have professional knowledge and professional ability related to audit, accounting, law, economic management, engineering technology, etc. suitable for the audit work, and have strong ability of organization and coordination, investigation and research, comprehensive analysis, professional judgment and written expression. Article 8 the audit department shall have one person in charge to be responsible for the overall work of the audit department. The person in charge of the Audit Department of the company must be a full-time person, nominated by the audit committee of the board of directors and appointed by the board of directors.
The company will timely disclose the educational background, professional title, work experience of the person in charge of the internal audit department, and whether there is any relationship with the controlling shareholder and actual controller of the company.
The person in charge of the audit shall not be removed or replaced at will if there is no violation of laws and regulations or other acts that do not meet the conditions for holding the post. Article 9 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.
Article 10 internal auditors shall receive continuing education and special audit business training, constantly update their professional knowledge and improve their professional ability.
Article 11 all departments and subordinate companies of the company shall cooperate with the audit department to perform their duties according to law, provide relevant materials to auditors in time, and shall not refuse, obstruct or destroy the work of the audit department, let alone retaliate. Article 12 internal auditors must strictly abide by professional ethics and audit discipline, always maintain independence in the audit process, be loyal to their duties, be objective and fair, perform their duties honestly and keep secrets, and shall not abuse their power, engage in malpractices for personal gain or neglect their duties.
When handling audit matters, internal auditors shall withdraw if they have an interest in the audited object or audit matters.
Chapter III responsibilities and authorities of internal audit institutions
Article 13 when guiding and supervising the work of the audit department, the audit committee shall perform the following main responsibilities:
(I) guide and supervise the establishment and implementation of internal audit system;
(II) review the company’s annual internal audit work plan;
(III) supervise and urge the implementation of the company’s internal audit plan;
(IV) guide the effective operation of the internal audit department. The Audit Department of the company shall report its work to the audit committee, and all kinds of audit reports, rectification plans and rectification conditions of audit problems submitted by the internal audit department to the management shall be submitted to the audit committee at the same time;
(V) report to the board of directors on the progress and quality of internal audit and major problems found;
(VI) coordinate the relationship between the internal audit department and external audit units such as accounting firms and national audit institutions.
Article 14 the audit department shall perform the following main duties:
(I) check and evaluate the integrity, rationality and effectiveness of the internal control system of all departments and subordinate companies of the company;
(II) audit the accounting data and other relevant economic data of all departments and subordinate companies of 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 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;
(V) check the capital transactions between the company and its affiliates at least once a quarter to find out whether the company is occupied or transferred by directors, supervisors, senior managers, controlling shareholders, actual controllers and their affiliates. In case of any abnormality, it shall timely submit it to the board of directors of the company to take corresponding measures.
Article 15 the 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 16 internal audit shall 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 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 the 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. During the audit work, the internal auditors shall prepare and review the audit working papers in accordance with the relevant provisions, classify, sort out and file the audit working papers in time after the completion of the audit project, and clarify the storage time of the internal audit work report, working papers and relevant materials.
The audit department shall establish internal audit archives after the completion of each audit project, and keep the audit archives formed in the work regularly or for a long time. The destruction of audit archives must be carried out in accordance with relevant laws and regulations and signed by the chairman of the board.
Article 19 the Audit Department of the company may exercise the following functions and powers during the audit period:
(I) convene meetings related to audit matters;
(II) participate in the research and formulation of relevant rules and regulations;
(III) according to the needs of internal audit, require relevant departments to submit production, operation, financial revenue and expenditure plans, budget implementation, final accounts, accounting statements and relevant documents on time;
(IV) review accounting statements, account books, vouchers, budgets, final accounts, contracts and agreements, monitor financial and accounting software, consult relevant documents and materials, and investigate physical objects on site;
(V) check relevant computer systems and their electronic data and materials;
(VI) attend the general manager’s office meeting and the regular meetings of relevant departments as required;
(VII) investigate relevant matters in the audit to relevant departments (personnel) and ask for supporting materials; (VIII) if the auditee is found to have transferred, concealed, tampered with or damaged accounting vouchers, accounting books, accounting statements and other relevant materials, it shall have the right to stop them and report to the chairman of the company to order them to hand them over;
(IX) have the right to temporarily seal up relevant accounting vouchers, accounting books, accounting statements and other materials with the approval of the audit committee of the board of directors of the company;
(x) have the right to make a decision to stop the ongoing serious violation of financial regulations, company rules and regulations or serious dereliction of duty that may cause significant economic losses and report to the audit committee of the board of directors in a timely manner; Put forward handling suggestions to the audit committee of the board of directors for acts that have caused significant economic losses and impacts;
（11） For the departments and personnel who obstruct and destroy the internal audit work and refuse to provide relevant materials, report to the audit committee of the board of directors for approval, and with the approval of the chairman, take necessary temporary measures such as sealing up relevant materials and freezing assets, and put forward suggestions on investigating the responsibilities of relevant personnel;
（12） With the approval of the audit committee of the board of directors, issue audit opinions, put forward suggestions for improving management and efficiency, and check the adoption of audit opinions and the implementation of audit decisions.
Article 20 the internal auditors have the right to participate in the relevant meetings of the audited company (Department), and can inquire, hold an investigation meeting and ask for supporting materials for the problems found in the examination. The audited company (Department) and relevant personnel must actively cooperate and assist in the internal audit work, provide necessary working conditions, and shall not set up any obstacles to ensure the smooth progress of the internal audit work.
Chapter IV main tasks of internal audit
Article 21 the scope of internal audit includes financial audit, internal control audit, special audit, contract audit, outgoing audit, responsibility audit, economic benefit audit, organization and participation in project budget and final accounts audit, as well as other audits assigned by the audit committee of the board of supervisors or the board of directors.
Article 22 financial audit includes asset audit, cost audit, investment benefit audit, economic benefit audit, etc. Conduct internal audit and supervision on the implementation and final accounts of the company’s financial plan, financial budget and credit plan, economic activities related to financial revenue and expenditure, the company’s economic benefits, and the implementation of the internal control system of financial management.
Article 23 internal control audit includes the implementation of the internal control system in the internal operation and management links of the company, such as funds, materials, procurement, production and marketing. Conduct internal audit and supervision on the company’s internal management and control system and the implementation of national financial regulations; Supervise and urge the establishment and improvement of the company’s internal control system, promote the improvement and strengthening of the company’s operation and management, and ensure the sustainable, healthy and rapid development of the company.
Article 24 special audit is to conduct special audit investigation on specific matters related to the economic activities of the company to relevant units, departments or individuals of the company.
Article 25 contract audit: implement the filing system for the company’s bulk material procurement contracts, product sales contracts, contract leasing contracts, etc., conduct irregular inspection, and conduct internal audit and supervision on the existing problems and violations.
Article 26 the outgoing auditor shall be responsible for the internal audit and supervision of the performance of duties, economic activities and personal income during his term of office if the company and its subsidiaries leave or transfer personnel above the deputy general manager level.
Article 27 responsibility audit refers to the responsibility audit of the management personnel with economic responsibility in each department of the company, so as to promote the strengthening of operation and management and improve the economic benefits of the company.
Article 28 internal audit supervision shall be conducted for economic benefit audit, foreign investment and income distribution.
Article 29 organize and participate in the audit of project budget and final accounts, and conduct internal audit and supervision on the budget and final accounts of the project, the implementation of project contracts, the use of funds and violations of rules and regulations.
Article 30 other audit work assigned by the board of supervisors or the audit committee of the board of directors, such as checking the use of raised funds.
Chapter V main contents of internal audit
Article 31 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 audit department shall disclose the necessary information of the external investment, purchase and use of the raised funds and the related party transactions.
Article 32 the audit department shall implement appropriate review procedures in accordance with relevant laws and regulations, evaluate the effectiveness of the company’s internal control, and submit an annual internal control self-evaluation report to the audit committee every year.
Article 33 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. The audit department shall focus on the integrity, rationality and effectiveness of the internal control system related to large non operating capital transactions, foreign investment, purchase and sale of assets, foreign guarantee, related party transactions, use of raised funds, information disclosure and other matters.
Article 34 for the internal control defects found in the review process, the audit department shall 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.
The head of the audit department shall timely arrange the follow-up review of internal control and incorporate it into the annual internal audit work plan.
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