Jiangsu Bide Science And Technology Co.Ltd(605298)
Internal audit system
Chapter I General Provisions
Article 1 in order to standardize the internal audit work, clarify the responsibilities of internal audit institutions and personnel, give full play to the role of internal audit in strengthening internal control, improving operation and management and improving economic benefits, further promote the self-improvement and development of the company and realize the institutionalization and standardization of internal audit work, according to the Audit Law of the people’s Republic of China and the provisions of the National Audit Office on internal audit work This system is formulated in combination with the actual situation of the company, such as the stock listing rules of Shanghai Stock Exchange, the basic norms of enterprise internal control and other relevant laws and regulations.
Article 2 “internal audit” as mentioned in this system refers to the independent and objective supervision, evaluation and suggestions carried out by the company’s internal audit institutions or internal auditors 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 under the leadership of the audit committee, internal audit institutions and internal auditors shall exercise their functions and powers independently and objectively, be responsible to the audit committee, report their work to the audit committee, and accept the guidance and supervision of the audit committee.
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.
Chapter II Internal Audit institutions and internal auditors
Article 4 the company sets up an audit department 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 audit department shall allocate a certain number of at least three internal auditors according to the business scale and other work needs. The head of the internal audit department must be full-time, nominated by the audit committee and appointed or removed by the board of directors.
Article 5 internal auditors shall have the professional knowledge and professional ability in audit, finance, finance, economy, engineering, law, enterprise management, information technology and other aspects appropriate to the audit work they are engaged in, so as to ensure the effective implementation of internal audit work.
Article 6 internal auditors shall keep corresponding professional competence through follow-up education. Article 7 internal auditors shall abide by professional ethics and perform internal audit tasks with due professional prudence.
Article 8 internal auditors must audit according to law, be loyal to their duties, adhere to principles, be objective and fair, and perform their duties honestly. They shall not abuse their power, engage in malpractices for personal gain or neglect their duties.
Article 9 the internal auditors shall carry out their work in accordance with the internal audit procedures, keep the internal audit matters confidential, and shall not disclose them without approval.
Article 10 when conducting internal audit business, if internal auditors have an interest in the auditee or audit matters, they shall implement the audit avoidance system.
Article 11 internal audit institutions and internal auditors shall exercise their functions and powers in accordance with laws and regulations and relevant rules and regulations of the company, and shall be protected by laws and regulations and relevant rules and regulations of the company. No department or individual shall obstruct, attack or retaliate against them.
Chapter III responsibilities and contents of internal audit institutions
Article 12 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 forecasts, 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 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) 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, carry out the follow-up review of internal control, supervise the implementation of rectification measures, and report to the audit committee in a timely manner in case of major defects or risks in internal control.
(VI) be responsible for organizing the business research of internal audit and the training of auditors;
(VII) assist external audit institutions to audit the company;
(VIII) other audit matters assigned by the board of directors and the audit committee of the company.
Article 13 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 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 internal control system of monetary funds at least once a quarter. When inspecting the internal control system of monetary funds, we should focus on whether the authorization and approval procedures for large non operating Monetary Fund expenditures are sound, whether there is ultra vires approval, and whether there are weak links in the internal control of monetary funds. If any abnormality is found, it shall be reported to the audit committee in time.
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 report and information disclosure in the company’s business activities, including but not limited to: Sales and collection, procurement and expenses and payment, inventory management, fixed assets management, capital management, investment and financing management, financial report, human resources management, information system management and information disclosure management.
Article 17 the audit department shall implement appropriate review procedures in accordance with relevant regulations, evaluate the effectiveness of the company’s internal control, and submit an internal control evaluation report to the audit committee at least once a year.
The evaluation report shall state the purpose, scope, conclusions and suggestions for improving internal control of the review and evaluation.
Article 18 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.
An internal audit institution shall focus its inspection and evaluation on the integrity, rationality and effectiveness of the internal control system related to external investment, purchase and sale of assets, external guarantee, related party transactions, use of raised funds, information disclosure and other matters.
Article 19 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 audit department shall timely arrange the follow-up review of internal control and incorporate it into the annual internal audit work plan.
Article 20 if the audit department finds major defects or risks in internal control during the review process, it shall report to the audit committee in time.
If the audit committee considers that there are major defects or risks in the company’s internal control, the board of directors shall report to the Shanghai Stock Exchange in time and disclose them. The company shall disclose in the announcement the major defects or risks existing in the internal control, the consequences that have been or may be caused, and the measures that have been taken or are to be taken.
Article 21 the audit department shall conduct audit in a timely manner 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) if securities investment and derivatives trading are involved, 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, and whether it uses other people’s accounts or provides funds to others for securities investment, Whether the independent directors and sponsors (including the sponsor and the sponsor representative, the same below) express their opinions (if applicable).
Article 22 the audit department shall conduct audit in time after important asset purchase and sale events 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 23 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 their opinions;
(V) whether to assign special personnel to continuously pay attention to the operation and financial status of the guaranteed party.
Article 24 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 approve and express their independent opinions in advance, and whether the sponsors express their opinions;
(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 25 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 raised funds are used in accordance with the investment plan of the raised funds promised in the issuance application documents, whether the investment progress of the raised funds project is in line with the planned progress, and whether the investment income is in line with the expectation;
(III) whether the raised funds are used for pledge, entrusted loan or other investments that change the purpose of the raised funds in a disguised form, and whether the raised funds are occupied or misappropriated;
(IV) whether the examination and approval procedures and information disclosure obligations are performed in accordance with the relevant provisions when the self owned funds that have been invested in the raised funds in advance are replaced with the raised funds, the idle raised funds are used to temporarily supplement the working capital, and the investment direction of the raised funds is changed, and whether the independent directors, the board of supervisors and the sponsors express their opinions in accordance with the relevant provisions.
Article 26 the audit department shall audit the performance express before it is disclosed to the public. When auditing the performance express, we should focus on the following contents:
(I) whether it complies with the accounting standards for business enterprises and relevant regulations;
(II) whether the accounting policies and accounting estimates are reasonable and changed;
(III) whether there are major events;
(IV) whether it meets the assumption of going concern;
(V) whether there are significant defects or risks in the internal control related to financial reporting.
Article 27 when reviewing and evaluating the establishment and implementation of the information disclosure management system, the audit department shall focus on the following contents:
(I) whether the company has formulated information disclosure management system and relevant systems in accordance with relevant regulations, including information disclosure management and reporting system of internal institutions, holding subsidiaries and joint-stock companies with significant influence;
(II) whether the scope and content of major information, as well as the transmission, review and disclosure process of major information are clearly specified;
(III) whether to formulate confidentiality measures for undisclosed major information, and clarify the scope and confidentiality responsibilities of insiders of inside information;
(IV) whether the rights and obligations of the company and its directors, supervisors, senior managers, shareholders, actual controllers and other relevant information disclosure obligors in information disclosure matters are clearly stipulated;
(V) if there are public commitments of the company and major shareholders, whether the company assigns special personnel to track the performance of commitments;
(VI) whether the information disclosure management system and relevant systems have been effectively implemented.
Chapter IV authority of internal audit institutions
Article 28
