Guangdong Kitech New Material Holding Co.Ltd(300995)
Internal audit system
Chapter I General Provisions
Article 1 in order to strengthen the internal management and audit supervision of Guangdong Kitech New Material Holding Co.Ltd(300995) (hereinafter referred to as “the company”), promote the construction of clean government, safeguard the legitimate rights and interests of the company’s shareholders, ensure the healthy development of enterprise business activities, and ensure the appreciation and preservation of assets, This system is formulated in accordance with the Audit Law of the people’s Republic of China, the regulations for the implementation of the Audit Law of the people’s Republic of China, the provisions of the National Audit Office on internal audit, the articles of association, the standards for the governance of listed companies and the actual situation of the company.
Article 2 internal audit is an independent and objective supervision and evaluation activity within the company. Its purpose is to promote the realization of the company’s objectives by reviewing and evaluating the appropriateness, legitimacy and effectiveness of relevant business activities and internal control of various departments and subsidiaries of the company and joint-stock companies that have a significant impact on the company, and promote effective control at a reasonable cost, so as to improve business management and avoid business risks, Increase the market value of the company. The term “subsidiary” as mentioned in this system refers to the subsidiaries within the scope of the company’s consolidated statements, including wholly-owned subsidiaries and holding subsidiaries.
Article 3 basic principles of internal audit: independence, legitimacy, seeking truth from facts, objectivity and impartiality, integrity and confidentiality.
Chapter II Internal Audit institutions and personnel
Article 4 the company establishes the audit department as the internal audit institution, and is equipped with three full-time internal auditors, who are responsible for organizing and coordinating the business backbone transferred by each business department to participate in the audit work. Under the direct leadership of the audit committee of the board of directors, the audit department is responsible to the audit committee, reports to the audit committee and independently exercises the authority of internal audit supervision. Its main responsibilities are:
(I) draft and improve the company’s internal audit system and prepare the annual internal audit work plan / scheme in accordance with relevant laws, regulations, customs advanced certification enterprise standards and the company’s requirements;
(II) inspect and evaluate the integrity, rationality and effectiveness of the internal control system of all departments, subsidiaries and joint-stock companies with significant influence;
(III) accounting data and other relevant economic data of all departments, subsidiaries and joint-stock companies with significant impact, 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 Audit the legality, compliance, authenticity and integrity of financial revenues and expenditures and relevant economic activities reflected in import and export activities / customs advanced certification enterprise standards and other businesses, including but not limited to financial reports, performance letters, voluntary disclosure of predictive financial information, etc;
(IV) conduct special audit on capital construction projects, major investment projects and major asset disposal of the company and its subsidiaries;
(V) audit the term of office or regular economic responsibility of the legal representative (person in charge) of the company;
(VI) regularly review the capital transactions between the company and the actual controller, major shareholders and their related parties, and timely report to the board of directors when it is found that the actual controller, major shareholders and their related parties occupy the company’s funds;
(VII) conduct fraud investigation or other special audit according to the requirements of the board of directors or management of the company, 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 check the possible fraud in the process of internal audit;
(VIII) collect and study relevant policies, laws and regulations, timely feed back relevant information and serve the company’s decision-making;
(IX) 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; The internal audit report shall be submitted to the audit committee at least once a year;
(x) regularly check the management of the company’s customs affairs, audit the legitimacy and compliance of import and export activities, supervise all departments to abide by the law in the import and export activities, handle the import and export receiving and dispatching, warehousing and use of bonded goods according to law, and eliminate violations of laws and regulations.
（11） The internal audit of import and export activities and compliance with the standards of Customs high-level certified enterprises shall be carried out more than once a year. The audit duration shall be implemented according to the specific situation, generally at least one week, and the files of written or electronic data shall be established.
（12） Submit the internal audit summary report to the audit committee of the board of directors of the company every year.
Article 5 main authority of audit department
(I) attend the company’s relevant operation and financial management decision-making meetings as nonvoting delegates, participate in assisting the relevant business departments of the company to study, formulate and modify the relevant rules and regulations of the company and supervise the implementation;
(II) according to the needs of internal audit, require relevant units to submit plans, budgets, final accounts, statements and relevant documents and materials on time;
(III) check the accounting books, statements, vouchers and contracts of the audited department, investigate relevant assets on site, and have the right to consult documents, meeting minutes, computer software and other relevant materials in production and operation;
(IV) inquire about departments and individuals related to audit matters and obtain relevant supporting materials; (V) report the ongoing serious violations of financial and economic discipline, serious losses and waste, and serious violations of customs regulations and customs standards for senior certified enterprises, and recommend the general manager to make a decision to stop them; Put forward correction opinions, be responsible for later verification, and report the verification results to the general manager.
(VI) accounting materials that may be transferred, concealed, tampered with or destroyed, as well as materials related to economic activities, may be temporarily sealed with the authorization of the board of directors;
(VII) circulate a notice of criticism or put forward suggestions on accountability for units and personnel who violate laws and regulations and cause losses and waste.
(VIII) give a notice of criticism or suggestions on accountability for general acts in violation of customs regulations and standards for enterprises with advanced customs certification, put forward corrective opinions, be responsible for later verification, and report the verification results to the person in charge of customs affairs.
Article 6 requirements for auditors
(I) qualification requirements:
1. Internal auditors shall have the necessary professional knowledge and professional ability of accounting, auditing and so on;
2. Internal auditors should have the interpersonal skills to properly and effectively communicate with others.
(II) professional ethics:
Internal auditors shall audit according to law, be loyal to their duties, adhere to principles, be objective and fair, perform their duties honestly and keep secrets; Abuse of power, malpractice for personal gain, disclosure of secrets and dereliction of duty are not allowed.
(III) work requirements:
1. Internal auditors who handle audit matters and have an interest in the audited object or audit matters shall be withdrawn;
2. Internal auditors exercise their functions and powers according to law and are protected by law. No one may retaliate.
(IV) responsibility requirements
Internal auditors shall, in accordance with the principles of conclusive evidence, objectivity and impartiality, correct conclusion and appropriate handling, audit and punish the units and personnel found and confirmed in the audit process who violate the rules and regulations, so as to promote the audit department to strictly implement the relevant laws, rules and regulations.
Article 7 reward and punishment of Auditors
(I) rewards for auditors
1. If the audit department and auditors have made significant economic benefits after the management suggestions put forward for the company to avoid or recover major economic losses are adopted, and thus have made significant contributions to the interests of the company, they shall be commended and rewarded.
2. The audit department may recommend that meritorious personnel who expose and report violations of the company’s rules and regulations and provide audit clues be commended or rewarded.
(II) accountability of Auditors
1. If an internal auditor violates this system and commits any of the following acts, the board of directors of the company shall impose administrative sanctions or deduct performance scores according to the seriousness of the circumstances. If a crime is constituted, it shall be transferred to the judicial department:
(1) Making use of power to seek private interests;
(2) Practicing fraud and malpractice for personal gain;
(3) Dereliction of duty, causing losses to the company or the audited department;
(4) Disclose the business secrets of the company or the audited department, etc.
Chapter III internal audit procedures
Article 8 audit work plan
The audit department shall determine the audit focus according to the specific situation of the company, formulate the audit project plan, and implement it after being approved by the audit committee of the board of directors.
Article 9 audit notice
Determine the audit items and form an audit team according to the audit plan. The general audit items include the audit of Customs advanced certification standards for import and export activities, and notify the audited department in writing 5 working days before the implementation of the audit. For the special business requiring surprise audit, the audit notice can be served at the same time of audit. After receiving the written notice, the audited department shall make all preparations for accepting the audit in accordance with the requirements of the audit notice.
Article 10 audit plan
The audit team shall formulate the audit work plan (operation plan) according to the specific conditions of the audited department, which shall be implemented after being reviewed and approved by the head of the audit department. The main contents of the audit work plan include: audit project name, audit objective, scope, focus, implementation, audit method, personnel division, audit time and other matters that should be prepared.
Article 11 audit
Internal auditors review relevant accounting materials, consult relevant documents, materials and physical objects, verify with relevant units and personnel, obtain relevant supporting materials and record the audit working papers. Internal auditors can use audit, observation, inquiry, correspondence and analytical review to obtain sufficient, relevant and reliable audit evidence to support audit conclusions and suggestions.
Article 12 audit report
The internal audit team shall issue an audit report within 5 days after the completion of the audit. The preparation of the audit report must be based on the audit working paper. It is required to be realistic, objective and fair, clear facts, accurate data, sufficient basis and accurate qualitative. The audit opinions and suggestions are constructive. Before issuing the audit report, the internal auditors shall exchange opinions with the audited department. If the audited Department has objections, it shall put forward written opinions within 5 working days after receiving the audit report. If it fails to put forward opinions within the time limit, it shall be deemed as no objection. If the audited Department has any objection to the audit report and cannot coordinate, it shall submit the audit report together with the opinions of the audited department to the audit committee of the board of directors for coordination.
Article 13 audit conclusion and audit decision
After the audit report is submitted to the audit committee of the board of directors for approval, the audit department issues audit decisions to the audited department according to the audit conclusions.
Article 14 feedback
The audited department shall make timely treatment according to the audit opinion or audit conclusion or decision, and report the treatment results to the audit department within the specified time of the audit opinion and audit conclusion.
For the internal control defects found in the review process, the internal 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. If the internal audit department finds major defects or risks in internal control during the review process, it shall report to the audit committee in a timely manner.
Article 15 safekeeping and confidentiality
The audit department shall timely establish special files for the audit matters handled and keep them according to the regulations for a period of not less than 10 years. One copy of internal audit report, management proposal and other documents shall be submitted to the relevant leaders, the board of directors and the board of supervisors of the company, one copy shall be submitted to the person in charge of the audited department, and one copy shall be retained by the company.
Chapter IV information disclosure
Article 16 self evaluation report of internal control
The audit committee shall issue an annual internal control self-evaluation report on the establishment and implementation of the internal control system related to financial reports and information disclosure according to the evaluation report and relevant materials issued by the internal audit department. The internal control self-evaluation report shall at least include the following contents:
(I) whether the internal control system is established, sound and effectively implemented;
(II) defects and abnormalities in internal control and their handling;
(III) relevant measures to improve and perfect the establishment and implementation of internal control system;
(IV) improvement of defects and abnormalities in internal control in the previous year;
(V) description of the completion of internal control review and evaluation in this year.
The board of directors of the company shall form a resolution on the self-evaluation report of internal control while considering the annual report. The board of supervisors and independent directors shall express their opinions on the internal control self-evaluation report, and the recommendation institution or independent financial consultant (if any) shall verify the internal control self-evaluation report and issue verification opinions.
While disclosing the annual report, the company shall disclose the internal control self-evaluation report and the opinions issued by the board of supervisors, independent directors, recommendation institutions or independent financial advisers (if any) on qualified media.
Article 17 while employing an accounting firm to conduct annual audit, the company shall require the accounting firm to issue an internal control assurance report on the effectiveness of the company’s internal control related to financial reports at least every two years.
Article 18 If a recommendation institution or an accounting firm points out that there are major defects in the company’s internal control, the board of directors and the board of supervisors of the company shall make a special explanation for the matters involved. The special explanation shall at least include the basic information of the matters involved, the opinions of the board of directors and the board of supervisors on the matter, and the specific measures to eliminate the matter and its impact.
Chapter V supplementary provisions
Article 19 matters not covered in this system shall be implemented in accordance with relevant national laws, regulations and the articles of Association; In case of any conflict with the laws and regulations promulgated by the state in the future or the articles of association modified by legal procedures, the provisions of relevant national laws, regulations and the articles of association shall be implemented, and the system shall be revised in time and submitted to the board of directors of the company for deliberation and approval.
Article 20 the system shall come into force after being deliberated and approved by the board of directors of the company and shall be implemented from the date of promulgation. The right of interpretation belongs to the Audit Department of the company.
Guangdong Kitech New Material Holding Co.Ltd(300995)
