Beijing Global Safety Technology Co.Ltd(300523)
Internal audit system
Beijing Global Safety Technology Co.Ltd(300523)
January 2002
Chapter I General Provisions
Article 1 in order to standardize the internal audit and supervision of Beijing Global Safety Technology Co.Ltd(300523) (hereinafter referred to as "the company"), wholly-owned and holding subsidiaries and joint-stock companies with significant influence, improve the quality of internal audit, give full play to the role of internal audit in strengthening internal control management, promoting enterprise economic management and improving economic benefits, and prevent and control risks, Enhance the reliability of information disclosure, reasonably ensure that the company's business related to financial reports and information disclosure affairs meets the requirements of relevant national laws and regulations, and protect the legitimate rights and interests of investors, This system is formulated in accordance with the Audit Law of the people's Republic of China, the securities law of the people's Republic of China, the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange and other relevant laws and regulations, as well as the Beijing Global Safety Technology Co.Ltd(300523) articles of Association (hereinafter referred to as the "articles of association") and in combination with the actual situation of the company.
Article 2 this system is applicable to the review and evaluation of the appropriateness and effectiveness of business activities, internal control and risk management of the company's internal institutions, wholly-owned or holding subsidiaries and joint-stock companies with significant impact, so as to promote the organization to improve governance, increase value and achieve objectives.
Article 3 the term "internal audit" as mentioned in this system refers to the effectiveness of the company's internal audit institutions or personnel on the internal control and risk management of the company's internal institutions, wholly-owned or holding subsidiaries and joint-stock companies with significant impact, and the authenticity of financial information in accordance with relevant national laws and regulations and the provisions of this system Integrity and the efficiency and effect of business activities.
Article 4 the board of directors of the company is responsible for the establishment, improvement and effective implementation of internal control. The board of supervisors supervises the establishment and implementation of internal control by the board of directors. The management is responsible for organizing and leading the daily operation of the enterprise's internal control. The board of directors and all its members shall ensure that the information disclosure related to internal control is true, accurate and complete.
Article 5 the company's internal organs, wholly-owned or holding subsidiaries and joint-stock companies with significant influence shall cooperate with the internal audit department to perform their duties according to law, provide necessary working conditions, and shall not hinder the work of the internal audit department.
Chapter II Organization and personnel
Article 6 according to the requirements of improving the corporate governance structure and internal control mechanism, an audit committee shall be established under the board of directors of the company, and the implementation rules of the audit committee shall be formulated and disclosed. The audit committee shall consist of at least three members, all of whom shall be directors, of which independent directors shall account for more than half and act as the convener, and at least one independent director shall be an accounting professional.
Article 7 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 is responsible to the audit committee and accepts the guidance and supervision of the audit committee.
Article 8 the audit department shall allocate necessary full-time personnel to engage in internal audit. The full-time personnel shall have professional knowledge and corresponding professional ability related to internal audit, be familiar with corresponding laws, regulations and company systems, adhere to principles and have good professional ethics.
Article 9 the audit department shall have one person in charge, who shall be fully responsible for the daily audit management of the audit department. The person in charge must be full-time. The person in charge of the audit department shall have medium and senior professional and technical titles and internal audit experience.
Article 10 when conducting internal audit, auditors shall maintain independence, strictly abide by the relevant laws and regulations formulated by the National Audit Office and the Audit Association of the Ministry of China, and adhere to the principles of objectivity, impartiality, seeking truth from facts, integrity and confidentiality. The audit department is independent of other institutions and departments of the company, and is not responsible for the decision-making and implementation of the business activities and internal control of the company and its holding subsidiaries. It is not subordinate to the financial department of the company, nor can it work together with the financial department.
Article 11 the internal auditors shall implement the post qualification and follow-up education system, and the company shall provide support and guarantee to improve the professional competence of the internal auditors.
Article 12 the funds necessary for the audit department to perform its duties shall be included in the company's budget and guaranteed by the company.
Article 13 If an internal auditor has a connection with the auditee or individual or other relationships that may affect the objectivity and impartiality of the audit results, the internal auditor shall withdraw.
Chapter III responsibilities and authorities
Article 14 when guiding and supervising the internal audit 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) hold a meeting at least once a quarter to review the work plan and report submitted by the audit department; (III) report to the board of directors at least once a quarter, including but not limited to the progress and quality of internal audit and major problems found;
(IV) coordinate the relationship between the audit department and external audit units such as accounting firms and government audit institutions.
Article 15 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, wholly-owned or holding subsidiaries and joint-stock companies with significant influence. Supervise and urge the establishment and improvement of the company's internal control system, and promote the improvement and strengthening of the company's operation and management;
(II) audit the accounting data and other relevant economic data of the company's internal institutions, wholly-owned or holding subsidiaries and joint-stock companies with significant influence, as well as the legality, compliance, authenticity and effectiveness of the reflected financial revenue and expenditure and relevant economic activities, including but not limited to financial reports, performance express, predictive financial information, etc;
(III) assist other departments of the company to establish and improve the anti fraud mechanism, determine the key areas, key links and main contents of anti fraud, and reasonably pay attention to and inspect the possible major fraud in the audit process; (IV) report to the audit committee at least once a quarter, including but not limited to the formulation and implementation of the internal audit plan and the problems found in the internal audit;
(V) the audit department shall carry out audit work on the basis of business links, and evaluate the rationality of internal control design and effectiveness of implementation related to financial reports and information disclosure according to the actual situation. Internal audit shall generally 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 payment, inventory management, fixed assets management, fund management, investment and financing management, human resources management, information system management and information disclosure management. The audit department can adjust the business links covered by internal audit according to the company's industry and production and operation characteristics;
(VI) handle other audit matters assigned by the board of directors.
Article 16 in order to effectively perform internal audit duties, the audit department may exercise the following functions and powers in the implementation of audit work:
(I) have the right to require all internal institutions, wholly-owned or holding subsidiaries and important joint-stock companies of the company to submit production, operation, financial revenue and expenditure plans, budget implementation, final accounts, financial reports and other relevant documents and materials on time;
(II) review relevant statements, vouchers, account books, budgets, final accounts, contracts and agreements, and inspect the data, documents and on-site investigation materials related to production, operation and financial activities of the company's internal institutions, wholly-owned or holding subsidiaries and important joint-stock companies;
(III) check relevant computer systems and electronic data and data;
(IV) participate in relevant meetings of the company's business activities and hold meetings related to audit matters;
(V) participate in the study and formulation of various relevant systems of the company, draft internal audit norms and work rules, and implement them after deliberation by the company;
(VI) inquire and investigate the problems related to audit matters with relevant units and individuals, and obtain relevant supporting materials and other corresponding audit evidence;
(VII) make a temporary decision to stop the ongoing serious violations of laws and regulations, serious losses and waste; (VIII) have the right to temporarily seal up the accounting vouchers, accounting books, accounting statements and materials related to economic activities that may be transferred, concealed, tampered with or destroyed with the approval of the audit committee of the board of directors;
(IX) put forward opinions on correcting and dealing with violations of laws and regulations and suggestions on improving operation and management and improving economic benefits;
(x) the auditees and personnel who violate laws and regulations, cause losses and waste, do not cooperate with the audit, provide false materials and data, seriously affect the audit work, refuse to correct the problems found in the audit or make ineffective rectification shall be criticized in a circular or put forward suggestions on accountability;
（11） Collectives and individuals who strictly abide by financial and economic laws and regulations, have remarkable economic benefits and have made outstanding contributions can put forward spiritual and material reward suggestions to the company.
Article 17 in order to promote the cooperation of different functional departments in internal audit work and strengthen the supervision of the audit committee over the audit department:
(I) the audit department shall submit an internal control evaluation report to the audit committee at least once a year. If the audit department finds that there are major defects or risks in internal control during the audit process, it shall report to the audit committee in time;
(II) the audit committee shall supervise the audit department to inspect the following matters at least once every six months, issue inspection reports and submit them to the audit committee. If the audit committee finds that the listed company has violations of laws and regulations and non-standard operation, it shall timely report to the Shenzhen Stock Exchange and urge the listed company to disclose to the public: 1. The company's use of raised funds, provision of guarantees, related party transactions, securities investment and derivatives transactions and other high-risk investments, provision of financial assistance, purchase or sale of assets Implementation of major events such as foreign investment; 2. The company's large capital transactions and capital transactions with directors, supervisors, senior managers, controlling shareholders, actual controllers and their affiliates.
(III) 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 audit department, and report to the board of directors.
Chapter IV scope of work and procedures
Article 18 the audit department shall organize and arrange the audit work according to the work priorities of each stage of the company and the deployment of the superior. The audit shall cover all business links related to the achievement of the company's objectives in the company's business activities, and the main audit scope is as follows:
(I) operation and management of the company's internal institutions, wholly-owned or holding subsidiaries and joint-stock companies with significant influence:
1. Implementation of national financial laws and regulations;
2. Establishment, perfection and effectiveness of corporate governance structure;
3. Implementation and implementation of resolutions of the general meeting of shareholders and the board of directors;
4. Establishment, improvement and effective implementation of internal control;
5. Financial revenue and expenditure and related economic activities: the scientificity, feasibility and compliance of financial budget (plan) preparation and implementation; Authenticity, legality and validity of financial reports, accounting statements, accounting books and relevant original vouchers; The authenticity, legitimacy and effectiveness of business results and financial revenue and expenditure; The computer system for managing and accounting financial revenue and expenditure and the authenticity, legitimacy and effectiveness of the electronic data and relevant materials reflected;
6. Safety, integrity, risks and benefits of foreign investment and funds and assets invested in wholly-owned or holding subsidiaries, joint-stock companies and functional departments of the company;
7. Legality and compliance of financing scheme and scale, and effectiveness of fund management and use;
8. Project initiation, commencement, capital source, budget, final settlement and completion of fixed asset investment projects;
9. Rationality of capital construction budget (estimate), authenticity, legality and effectiveness of final accounts, budget implementation, etc;
10. Other contingencies and future events;
11. Implementation and tracking of early audit opinions.
(II) special (special) audit or investigation:
1. Anti fraud audit: conduct special investigation and verification on acts or individuals that violate national laws and regulations and internal rules of the company and infringe on the economic interests of the state or the company;
2. Other special audits or investigations: carry out special audits and give relevant opinions on a certain link or event in economic and business activities in combination with the internal control system.
(III) other work arranged by the audit committee of the board of directors.
Article 19 the audit department shall audit important foreign investment matters. 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 special personnel are assigned or special institutions are established to study and evaluate the feasibility, investment risk and investment income 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 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 the continuous steering body express their opinions (if applicable).
Article 20 the audit department shall audit important asset purchases and sales. When auditing the purchase and sale of assets, we should focus on the following contents:
(I) whether the purchase and sale of assets comply with 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 the purchased assets have any guarantee, mortgage, pledge and other rights restricted, and whether it involves litigation, arbitration and other major disputes.
Article 21 the audit department shall audit important external guarantees. 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 has
