Shunya International Martech (Beijing) Co.Ltd(300612) marketing technology (Beijing) Co., Ltd
Internal audit system
general provisions
Article 1 in order to strengthen the internal supervision and risk control of Shunya International Martech (Beijing) Co.Ltd(300612) marketing technology (Beijing) Co., Ltd. (hereinafter referred to as “the company”), ensure that the company’s financial management, accounting and production and operation meet the requirements of various national laws and regulations, and safeguard the legitimate rights and interests of shareholders, including small and medium-sized investors, in accordance with the company law of the people’s Republic of China (hereinafter referred to as “the company law”) The securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), the Audit Law of the people’s Republic of China and the provisions of the National Audit Office on internal audit are formulated in combination with the actual situation of the company.
Article 2 internal audit refers to an evaluation activity carried out by the internal organization or personnel of the company on the effectiveness of its internal control and risk management, the authenticity and integrity of financial information, and the efficiency and effect of business activities. The company implements the internal audit system according to law to strengthen internal management and supervision, abide by national regulations and safeguard the legitimate rights and interests of the company; Promote the improvement of operation and management and improve economic benefits.
Article 3 this system is applicable to the internal institutions, holding subsidiaries and joint-stock companies with significant influence of the company with independent accounting or not independent accounting but with business objectives, economic responsibility and other business activities.
Chapter II audit institutions and auditors
Article 4 the board of directors of the company sets up an audit committee to guide and supervise the establishment and implementation of the company’s internal audit system in accordance with relevant laws, regulations and the working system of the audit committee of the board of directors.
Article 5 the audit committee shall set up the audit department as the internal audit institution of the company. The audit department carries out the audit work independently under the guidance of the audit committee. The audit department is responsible to the audit committee and reports to the audit committee. The audit department shall conduct internal audit supervision on the establishment and implementation of the financial management and internal control system of the company or department mentioned in Article 3 of the system in accordance with national laws, regulations and policies and the rules and regulations of the company.
Article 6 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 7 the company shall allocate full-time personnel to engage in internal audit in accordance with the company’s scale, production and operation characteristics and relevant regulations. The qualifications of auditors for professional and technical positions shall be implemented in accordance with the relevant provisions of the state.
Article 8 the person in charge of the audit department must be a full-time person nominated by the audit committee of the board of directors and appointed or removed by the board of directors. The company shall disclose the educational background, professional title, work experience and relationship with the actual controller of the person in charge of the internal audit department.
Article 9 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. Auditors who have an interest in the audit matters handled or the audited department shall withdraw. Auditors exercise their functions and powers according to law and are protected by law. No company or individual may retaliate.
Chapter III responsibilities of audit institutions
Article 10 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 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 shall report to the audit committee. 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 11 the audit department shall perform the following main responsibilities:
(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 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.
Article 12 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 specific contents of the annual work plan include the audit of important external investment, purchase and sale of assets, external guarantee, related party transactions, use of raised funds and information disclosure, as well as other matters that the audit department believes should be audited.
Article 13 the audit department shall inspect the internal control system of monetary funds at least once a quarter. When checking the internal control system of monetary funds, we should focus on whether the authorization and approval procedures for large non recurring 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 14 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 15 the audit department shall submit an internal control evaluation report to the audit committee at least once a year to evaluate the rationality of the design and effectiveness of the implementation of internal control related to financial reports and information disclosure, and explain the purpose, scope, conclusion and suggestions for improving internal control.
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 expenses and payment, inventory management, fixed assets management, capital management (including investment and financing management), human resources management, information system management and information disclosure management. The audit department can adjust the above business links according to the development and actual situation of the company’s production and operation.
Article 17 auditors shall maintain a rigorous working attitude and objectively reflect the problems found when the materials provided by the auditee are true and complete.
If the report is untrue, it shall bear the audit responsibility. If the auditors are unable to make a correct judgment due to the auditee’s failure to truthfully provide all the materials required for the audit, they shall report to the board of directors in time. If the auditee fails to truthfully provide all the materials required for the audit and affects the auditors’ judgment, the relevant personnel shall be investigated for responsibility.
Chapter IV specific implementation of audit work
Article 18 review of the company’s internal control:
(I) 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.
(II) 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 foreign investment, purchase and sale of assets, external guarantee, related party transactions, use of raised funds, information disclosure and other matters.
(III) 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 internal audit department shall timely arrange the follow-up review of internal control and incorporate it into the annual internal audit work plan.
(IV) 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, it shall report to the board of directors in a timely manner.
Article 19 Audit of important foreign investment matters:
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 and relevant systems of the company;
(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, 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 directors and sponsors (including the sponsor and the sponsor representative, the same below) express their opinions (if applicable).
Article 20 audit of important asset purchases and sales: 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 21 Audit of important external guarantee matters: 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 22 audit of important related party transactions: the audit department shall 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 company.
Article 23 after the company is listed, it shall audit the deposit and use of the raised funds according to the following requirements: 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;
（4） 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 (if applicable).
Article 24 after the company is listed, the performance express shall be audited according to the following requirements: the audit department shall audit the performance express before the performance express 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 25 examination of the establishment and implementation of the information disclosure management system: audit
