Shanxi Panlong Pharmaceutical Group Limited By Share Ltd(002864)
Internal audit management system
Chapter I General Provisions
Article 1 in order to strengthen the company’s internal audit, reduce decision-making risks, improve the economic benefits of enterprises and ensure the healthy development of enterprise business activities, 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 guidelines for self discipline supervision of Listed Companies in Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, and in combination with the actual situation of the company.
Article 2 the auditee mentioned in this system refers to the relevant responsible personnel of all departments, subsidiaries and the above institutions of the company.
Chapter II institutional setup and responsibilities
Article 3 the company establishes the audit committee of the board of directors (hereinafter referred to as the “Audit Committee”) and the audit department to be responsible for the internal audit business.
Article 4 the Audit Department of the company shall be responsible to the audit committee, report its work to the audit committee, independently perform its internal audit duties according to law under the guidance of the audit committee, and inspect and supervise the authenticity and integrity of the company’s financial information, the establishment and implementation of internal control system and comprehensive risk management.
Article 5 the responsibilities of the Audit Department of the company are as follows:
(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 company;
(II) audit the accounting data and other relevant economic data of the internal institutions of the listed company, the holding subsidiaries and the joint-stock companies that have a significant impact on 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 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.
Chapter III Scope and authority
Article 6 the audit department shall audit the following matters of the company and its subsidiaries:
(I) implementation and final settlement of financial plan, cost plan or unit budget;
(II) the legality, authenticity and effectiveness of financial revenue and expenditure, various economic activities and operating results; (III) major economic contracts;
(IV) internal control system;
(V) economic responsibilities of leaders at all levels;
(VI) final accounts of contracted operation or entrusted contracted operation;
(VII) estimate (budget) and final accounts of investment projects;
(VIII) implementation of national financial regulations and unit rules and regulations;
(IX) other audit matters.
Article 7 the audit department shall carry out audit investigation on important issues in the operation and management of the company.
Article 8 the main authorities of the Audit Department of the company are:
(I) require the auditee to timely provide production, operation, financial revenue and expenditure plans, budgets and implementation, final accounts, accounting statements and other relevant documents and materials;
(II) participate in relevant meetings; Examine economic contracts, agreements and other economic documents;
(III) make a temporary stop decision with the consent of the Audit Committee for the ongoing serious violation of financial and economic regulations that will cause loss or waste;
(IV) in case of obstruction, obstruction of audit work and refusal to provide relevant materials, necessary temporary measures can be taken with the approval of the chairman of the company or the audit committee, and suggestions on investigating the responsibilities of relevant personnel can be put forward;
(V) put forward handling suggestions for those directly responsible for serious violations of financial and economic regulations and serious losses or waste, and report to the superior leaders according to relevant regulations.
Chapter IV types, methods and methods
Article 9 the types of audit mainly include:
(I) financial revenue and expenditure audit. Supervise and inspect the authenticity, legality and compliance of the audited entity’s financial revenue and expenditure, and evaluate the authenticity and legitimacy of the audited entity’s assets, liabilities and profits and losses;
(II) special audit. include:
1. Management audit. Audit the efficiency of the management activities of the auditee;
2. Benefit audit. Audit the effectiveness and rationality of economic activities on the basis of financial revenue and expenditure audit;
3. Term audit. Audit the authenticity, legitimacy and effectiveness of the financial revenues and expenditures, assets, liabilities, profits and losses of the enterprises where the leaders at all levels work during their term of office, as well as the responsibilities that should be borne in relevant economic activities, especially the performance of the responsibilities that should be borne in major business decisions (including the responsibility of the supervisor and direct responsibility);
4. Audit investigation. Conduct special investigation on a certain matter or problem existing in the auditee.
Article 10 audit methods:
(I) submission (delivery) audit. After receiving the audit notice, the auditee shall send relevant materials to the audit institution for audit at the specified time;
(II) local audit. Auditors shall go to the auditee to conduct audit, and the auditee shall provide necessary working conditions.
Article 11 audit methods: 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 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. The internal audit department shall establish a working paper system, establish a corresponding file management system in accordance with the provisions of laws and regulations, and clarify the storage time of internal audit work reports, working papers and relevant materials.
Article 13 the internal audit department shall report the internal audit work and problems found to the board of directors or the audit committee at least once a quarter, and submit an internal audit report to it at least once a year. 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 timely report to the board of directors or the audit committee.
Article 14 the audit committee shall supervise the internal audit department to inspect the following matters at least once every six months, issue inspection reports and submit them to the audit committee. If a listed company is found to have violations of laws and regulations or non-standard operation, it shall report to the bourse in a timely manner:
(I) the implementation of major events such as the use of raised funds, provision of guarantees, related party transactions, securities investment and derivatives transactions, provision of financial assistance, purchase or sale of assets, foreign investment and so on;
(II) the company’s large amount of capital transactions and capital transactions with directors, supervisors, senior managers, controlling shareholders, actual controllers and their affiliates.
The audit committee shall issue a written evaluation opinion on the effectiveness of the company’s internal control according to the internal audit report and relevant materials submitted by the internal audit department, and report to the board of directors. Where the board of directors or the audit committee considers that there are major defects or risks in the company’s internal control, or the sponsor, independent financial consultant or accounting firm points out that there are major defects in the effectiveness of the listed company’s internal control, the board of directors shall report to and disclose it to the Shenzhen Stock Exchange in a timely manner. The company shall disclose in the announcement the major defects or risks in internal control, the consequences that have been or may be caused, and the measures that have been taken or are to be taken.
Article 15 If an accounting firm issues a non-standard audit report on the effectiveness of the internal control of a listed company, an assurance report with a qualified conclusion or a negative conclusion (if any), or points out that there are major defects in the internal control of the company’s non-financial report, the board of directors and the board of supervisors of the company shall make a special explanation for the matters involved, and the special explanation shall at least include the following contents:
(I) basic information of the matters involved;
(II) the impact of the matter on the effectiveness of the company’s internal control;
(III) the opinions of the board of directors and the board of supervisors on the matter;
(IV) specific measures to eliminate the matter and its impact.
Chapter V audit procedures
Article 16 the main procedures of audit work are:
(I) the internal audit of the company shall be organized and deployed by the board of directors or the audit committee, and the audit department shall be authorized to implement it.
(II) prior to the audit, the auditee shall be notified in writing. The notice shall specify the audit scope, content, method and time, and deliver the audit notice to the auditee three days in advance;
(III) audit. Auditors can take measures such as reviewing vouchers, account sheets, documents and materials, checking cash, on-site investigation of physical objects, investigating and obtaining evidence from relevant units and personnel to carry out audit, record the obtained supporting materials into the audit work records, prepare the audit working paper, and require relevant personnel to sign and seal for certification; For the problems found in the audit, suggestions for improvement can be put forward to relevant departments and personnel at any time;
(IV) audit conclusion. Draft the audit report for comments and solicit the opinions of the auditee or relevant personnel. The auditee or relevant personnel shall submit written opinions within 10 working days from the date of receiving the exposure draft of the audit report; If no written objection is submitted within the specified time, it shall be deemed that there is no objection;
(V) prepare a formal audit report according to the draft of the audit report and the written opinions of the auditee, and submit it to the Audit Committee for approval together with the draft of the audit report and the written opinions of the auditee; (VI) deliver the approved audit report to the auditee or relevant personnel; The auditee shall put forward rectification opinions in writing within the specified time limit;
(VII) return visit or follow-up audit can be conducted on the rectification of the auditee.
Article 17 the audit department shall establish audit archives. The scope of audit archives management includes:
(I) audit notice and audit plan;
(II) audit records, audit working papers and audit evidence;
(III) audit report and its related draft for comments, written opinions of the auditee, etc;
(IV) written documents reflecting the business activities of the auditee and individuals;
(V) instructions, replies and opinions of the audit committee or the board of directors on audit matters or audit reports; (VI) review and follow-up audit materials;
(VII) other relevant audit data to be kept.
Article 18 the audit department shall strictly abide by the confidentiality provisions and shall not disclose the relevant information of internal audit to external units and irrelevant personnel.
Chapter VI internal auditors
Article 19 the audit department shall allocate corresponding professional personnel according to the needs of audit work. The selection of auditors shall ensure their political and professional quality. They must be equipped with personnel with a wide range of knowledge, strong professional ability and competent for independent audit work.
Article 20 internal auditors shall have necessary professional knowledge. The evaluation and appointment of professional and technical job qualifications of internal auditors shall be carried out in accordance with the relevant provisions of the state and the company.
Article 21 the appointment and removal of internal auditors shall be in accordance with the provisions of cadre management authority, and the appointment and removal of the head of the audit department and independent full-time auditors shall be subject to the consent of the audit committee.
Article 22 internal auditors shall strive to study the theoretical knowledge of audit, be familiar with the national financial and economic guidelines, policies, regulations, systems and audit, accounting and other businesses, actively participate in relevant training and academic activities of audit, and constantly improve the level of audit work.
Article 23 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. Internal auditors exercise their functions and powers according to law and are protected by law. No organization or individual may retaliate.
Chapter VII supplementary provisions
Article 24 If the relevant provisions of this system are inconsistent with the laws, regulations and relevant provisions of the CSRC, the relevant laws, regulations and relevant provisions of the CSRC shall prevail.
Article 25 the audit department is responsible for the formulation, revision and interpretation of this system.
Article 26 this system shall be implemented from the date of adoption by the general meeting of shareholders.
Shanxi Panlong Pharmaceutical Group Limited By Share Ltd(002864) April 2002
