Guangzhou Zhiguang Electric Co.Ltd(002169)
GUANGZHOU ZHIGUANG ELECTRIC CO.,LTD.
Internal audit system
(revised in April 2022)
April, 2002
catalogue
Chapter I General Provisions Chapter II Internal Audit institutions and auditors Chapter III responsibilities and authorities of internal audit Chapter IV audit scope and content Chapter V audit procedures Chapter VI audit of major events Chapter VII rewards and punishments 9 Chapter VIII Supplementary Provisions ten
Chapter I General Provisions
Article 1 in order to strengthen the internal audit of Guangzhou Zhiguang Electric Co.Ltd(002169) (hereinafter referred to as “the company”), improve the quality of audit work, safeguard the legitimate rights and interests of the company and promote the sustainable and healthy development of the company. This system is hereby formulated in accordance with the Audit Law of the people’s Republic of China, the auditing standards of the Ministry of the people’s Republic of China, the basic norms of enterprise internal control, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and other relevant laws and regulations and the articles of association, and 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 in accordance with relevant national laws and regulations, financial accounting system and internal management regulations. Through internal audit, we can promote the company to improve internal control, reduce business risks, safeguard shareholders’ rights and interests and improve the value of the company.
Article 3 this system is applicable to all departments of the company, subsidiaries included in the company’s consolidated accounting statements and joint-stock companies with significant influence (hereinafter referred to as “auditees”).
Chapter II Internal Audit institutions and auditors
Article 4 the company shall establish an audit committee under the board of directors and an internal audit department to conduct internal audit supervision over the company’s financial revenue and expenditure and economic activities.
Article 5 the internal audit department shall have a person in charge, who shall be nominated by the audit committee, appointed and removed by the board of directors, and the person in charge of audit shall be responsible to the board of directors and report his work. The company shall disclose the educational background, professional title and 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, and report to Shenzhen stock exchange for the record.
Article 6 according to the company’s scale, production and operation characteristics and relevant regulations, full-time auditors shall be allocated, and there shall be no less than three full-time auditors. Auditors shall have the necessary professional knowledge, corresponding professional ability and good professional ethics, and maintain and improve the internal audit work level and professional competence through regular or irregular internal vocational training and follow-up education.
Article 7 internal auditors shall perform audit work in accordance with laws and regulations and relevant systems of the company, be loyal to their duties, adhere to principles, work hard, and be independent, objective, fair, law-abiding and confidential.
Article 8 auditors shall exercise their functions and powers according to law and shall be protected by law from interference by other departments or individuals. No department or individual shall retaliate.
Article 9 auditors who handle audit matters and have interests or conflicts of interest with the auditee, Department, personnel and the audit matters handled shall withdraw.
Chapter III responsibilities and authorities of internal audit
Article 10 when guiding and supervising the work of the internal audit department, the audit committee shall perform the following main duties:
(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 internal audit department of the company must report 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 must 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 11 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 that have a significant impact on the listed company;
(II) 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 listed 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 board of directors or 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 12 the main authority of the audit department:
(I) according to the needs of internal audit, have the right to require relevant departments to submit plans, budgets, final accounts, statements and relevant documents and materials on time;
(II) have the right to check vouchers, accounts, funds and property, test financial and accounting software, consult relevant documents and materials, and review the status of expense and cost management. Relevant departments must provide truthfully and shall not refuse, hide or destroy;
(III) have the right to investigate relevant matters involved in the audit and ask for supporting materials;
(IV) with the approval of the chairman of the board, have the right to take necessary temporary measures for the acts of obstructing and damaging the audit work and refusing to provide relevant materials, and put forward suggestions on investigating the responsibilities of relevant personnel;
(V) for those directly responsible and relevant responsible persons who violate financial laws and disciplines and waste a lot of resources of the auditee, they may suggest that the board of directors of the company punish them. If the circumstances are particularly serious, they may suggest that they be transferred to the judicial organ to investigate their legal responsibilities according to law.
Chapter IV audit scope and content
Article 13 scope of internal audit:
(I) all departments of the company;
(II) wholly owned subsidiaries, holding subsidiaries and all affiliated enterprises controlled and controlled by the company and other subsidiaries included in the company’s consolidated accounting statements;
(III) joint stock companies that have a significant impact on the company.
Article 14 contents of internal audit:
(I) financial audit: supervise and inspect the legality, authenticity and efficiency of the company’s financial plan, financial budget implementation and financial revenue and expenditure; Supervise and evaluate the financial management and property management. (II) internal control audit: evaluate, supervise and inspect the legitimacy, soundness and effectiveness of the company’s internal control system.
Including: 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 affairs management. (III) capital construction project audit: conduct internal audit on the planning, establishment, contract signing, contract execution, project risk control and profitability of capital construction, technological transformation and other engineering projects.
(IV) economic responsibility audit: when the main leaders of the subordinate units and subsidiaries at all levels are transferred, removed, resigned or retired, the economic responsibility audit of the tenure or departure audit shall be conducted according to the requirements of the board of directors and the audit committee.
(V) special audit: conduct special audit investigation on specific matters related to the company’s economic activities to relevant departments or individuals of the company, and report the audit investigation results to the board of directors and the audit committee.
(VI) self evaluation of the company’s internal control: evaluate the company’s internal control and submit the company’s internal control self-evaluation report.
(VII) other audit tasks arranged by the board of directors, the audit committee and its authorized management.
Chapter V audit procedures
Article 15 the audit department shall submit the audit work plan for the next year to the audit committee two months before the end of the accounting year, and organize the implementation after being reviewed and approved by the board of directors or the audit committee.
Article 16 specific audit procedures:
(I) the audit department shall determine the audit matters according to the approved annual audit work plan.
(II) the audit department formulates the audit plan; According to the plan, organize auditors to form an audit project team. (III) issue an audit notice to the auditee five working days before the commencement of the audit project.
The contents of the audit notice include: project name, audit scope, audit period, members of the audit project team, list of audit data required to be provided by the auditee and other requirements. The auditee shall make all preparations and provide necessary working conditions in accordance with the relevant requirements of the audit notice.
(IV) audit implementation
Internal auditors can investigate and understand the situation of the auditee by examining vouchers, account tables, documents, materials, relevant management systems and investigating and obtaining evidence from relevant units and personnel, and test the authenticity, legitimacy and effectiveness of its corporate governance, business activities and internal control.
Internal auditors shall record the audit process and results, and the audit evidence obtained in the audit working paper, and conduct necessary review. After the completion of the audit project, the audit working papers shall be classified, sorted and archived in time.
(V) the internal audit institution shall solicit the opinions of the auditee before issuing the audit report. If the auditee has any objection, it shall put forward written opinions within 10 working days after receiving the draft for comments of the audit report. If it fails to put forward opinions within the time limit, it shall be deemed to have no objection. If the auditee has different opinions on the audit conclusion, it shall provide true and effective evidence, and modify or supplement the exposure draft of the audit report as appropriate after being identified by the audit project team. (VI) the formal audit report shall be issued to the auditee after being approved by the chairman of the board. If the board of directors requires rectification, the auditee shall rectify within a time limit and report the rectification and implementation in writing.
(VII) the audit department shall track and inspect the rectification of the auditee, implement the auditee’s implementation of audit decisions and adoption of audit recommendations, and conduct follow-up audit as appropriate.
Chapter VI audit of major events
Article 17 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:
(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) for matters involving entrusted financial management, pay attention to whether the company has delegated the approval power of entrusted financial management to the company’s operation and management, whether the trustee’s integrity record, operation 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, 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 others’ accounts or provides funds to others for securities investment, Whether the independent director and the sponsor (including the sponsor and the sponsor representative, the same below) express their opinions. Article 18 the audit department shall conduct audit in time 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 19 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:
(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 and sponsors express opinions (if applicable);
(V) whether to assign special personnel to continuously pay attention to the operation and financial status of the guaranteed party.
Article 20 the audit department 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 sponsor 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 listed company.
Article 21 the 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. When auditing the use of raised funds, we should focus on the following contents:
(I) whether the raised funds are deposited in the special account determined by the board of directors for centralized management, and whether the company has signed a tripartite supervision agreement with the commercial bank and sponsor that deposit the raised funds;
(II) whether the investment progress of the raised funds is consistent with the expected investment progress in the investment plan and whether the raised funds are used in accordance with the investment plan;
(III) whether the raised funds are used for pledge, entrusted loan or other disguised forms
