Shenzhen Colibri Technologies Co.Ltd(002957)
Internal audit management system
(April 2022)
Chapter I General Provisions
Article 1 in order to further standardize the internal audit work of Shenzhen Colibri Technologies Co.Ltd(002957) (hereinafter referred to as “the company”), improve the quality of audit work, clarify the responsibilities of auditors, and give full play to the role of audit in strengthening internal control, improving operation and management and improving economic benefits, according to the audit law, accounting law, company law, articles of association and other relevant laws and regulations, and in combination with the actual situation of the company, This system is hereby formulated.
Article 2 internal audit refers to an independent and objective supervision and evaluation of the company, its holding companies, branches, other institutions established by the company and its functional departments. Further improve the management by reviewing and evaluating the appropriateness, authenticity, legitimacy, rationality, effectiveness and other relevant materials of corporate governance, business activities, management activities, financial revenue and expenditure, internal control and so on, so as to promote the realization of economic objectives.
Article 3 the internal audit supervision of the company implements the reporting and complaint system. Employees have the right to report and complain about the illegal and dereliction of duty of middle and senior management cadres and personnel in key sensitive positions within the company.
Article 4 under the leadership of the board of directors of the company, the audit department and auditors shall exercise their functions and powers independently and objectively, be responsible to the board of directors, and shall not be interfered by other departments or individuals.
Chapter II Internal Audit institutions and auditors
Article 5 the company shall establish an audit committee under the board of directors and formulate the working rules of the Audit Committee; Establish an internal audit department (hereinafter referred to as “internal audit department”) and allocate full-time personnel to engage in internal audit according to the company’s scale, production and operation characteristics and relevant regulations.
The internal audit department shall inspect and supervise the establishment and implementation of the company’s internal control system and the authenticity and integrity of the company’s financial information.
The internal audit department is responsible to the audit committee and reports to the audit committee.
Article 6 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 be responsible for the overall work of the internal audit department. According to the business scale, we will allocate a number of corresponding auditors, and gradually establish a multi-level and multi-functional audit and supervision system according to the company’s development plan to audit and supervise the necessary audit projects of all departments and affiliated units of the company.
Article 7 according to the needs of the company’s audit work and with the approval of the chairman, professional audit institutions outside the company and professionals from various functional departments can be invited to participate in the company’s audit work projects.
Article 8 the internal audit department shall establish an effective internal management system and actively understand and participate in the construction of the company’s internal control.
Article 9 auditors shall meet the following basic conditions:
(I) have a high level of financial accounting and audit business, necessary professional knowledge of operation and management, electronic computer and so on, have considerable working experience, be familiar with the company’s business activities and internal control, and be able to continuously maintain and improve professional competence through follow-up education;
(II) have good professional ethics and a high sense of responsibility, and perform internal audit business with due professional prudence;
(III) audit in accordance with the law, be serious and responsible, be loyal to their duties, adhere to principles, be objective and fair, perform their duties honestly, do not abuse their power, engage in malpractices for personal gain, neglect their duties and keep secrets. Auditors shall sign confidentiality agreement and non competition agreement with the company;
Article 10 auditors shall maintain independence and objectivity:
(I) internal auditors should maintain their independence and cannot participate in all business activities as any decision-maker, so as to maintain their ability and position of objectivity and impartiality;
(II) the internal auditors shall have no interest in the operation of the auditee and its main responsible persons. If they have a direct interest in the auditee or the auditee when handling the audit matters, they shall withdraw; (III) internal auditors shall be free from control and interference in the formulation and implementation of audit plans and the submission of audit reports.
Article 11 the internal audit department and auditors shall exercise their functions and powers in accordance with laws, regulations and relevant rules and regulations of the company, and shall be protected by laws, regulations and relevant rules and regulations of the company. No department or individual shall obstruct or retaliate against them.
Chapter III object and basis of internal audit
Article 12 objects of internal audit:
(I) holding companies, branches, other institutions established by the company and functional departments of the company;
(II) relevant personnel dispatched or employed by the company to holding companies, branches and other institutions established by the company and relevant employees of various functional departments of the company;
(III) other matters and relevant personnel deemed necessary by the board of directors.
Article 13 basis of internal audit:
(I) national laws, regulations, relevant policies and articles of Association;
(II) the company’s policies, plans, business plans and other relevant resolutions of the holding company;
(III) other relevant standards.
Chapter IV scope and content of internal audit
Article 14 the scope and contents of internal audit include:
(I) the company, its holding companies, branches, other institutions established by the company and its functional departments: 1. Evaluation of corporate governance
Mainly evaluate the establishment, perfection and effectiveness of the corporate governance structure of the company; Resolutions of the general meeting of shareholders and the board of directors of the company and their implementation and implementation; Performance appraisal of company executives, etc.
2. Financial revenue and expenditure audit
Mainly audit the authenticity, legality and effectiveness of financial budget and implementation, financial reports, accounting statements, accounting books and relevant original vouchers; The authenticity, legitimacy and efficiency of business results and financial revenue and expenditure; Related party transactions and expense control of the company.
3. Internal control audit
Mainly audit the management and control of planning, production, quality, technology, equipment, materials, labor wages, supply and marketing in the operation of the enterprise; Correctness and effectiveness of business decisions; The economy and efficiency of economic activities and the control of internal management to achieve business objectives.
4. Management audit
It mainly evaluates the market trend, the degree of competition and the appropriateness of the scope of business activities of the enterprise development, the effectiveness and economy of investment and financing activities, the feasibility and scientificity of the enterprise objectives, the rationality and effectiveness of the optimal combination of resource allocation, and the soundness and implementation effectiveness of the enterprise management system.
5. Project engineering audit
The necessity, feasibility and rationality of feasibility study, decision-making and design of main audit projects; The optimality of audit financing channel cost; Authenticity, comprehensiveness and legitimacy of bidding, contract conclusion, construction, settlement and “three Simultaneities” acceptance of project completion; The effectiveness of the formal operation of the project, etc.
(II) relevant personnel dispatched or employed by the company to holding companies, joint-stock companies, branches and other institutions established by the company and relevant employees of various functional departments of the company:
1. Implementation of national financial laws and regulations;
2. Implementation of rules and regulations such as internal control system;
3. Term of office (or leaving office) economic responsibilities and other economic responsibilities.
Chapter V responsibilities and authorities of internal audit
Article 15 when guiding, supervising and evaluating the work of the internal audit department, the audit committee shall perform the following main responsibilities:
(I) supervise and evaluate the external audit work and propose to hire or replace the external audit institution;
(I) guide and supervise the establishment and implementation of the company’s 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 communication between the internal audit department and external audit units such as accounting firms and national audit institutions;
Article 16 the internal audit department mainly performs the following main responsibilities:
(I) inspect and evaluate the integrity, rationality and effectiveness of the internal control system of the 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 internal organs of the listed company, the holding subsidiaries and the 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 17 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 18 internal audit mainly enjoys the following rights:
(I) the internal audit department has the right to participate in relevant meetings on the company’s production, operation, finance, economic management and business decision-making, conduct prior audit of the feasibility report, and participate in the study, formulation and modification of relevant rules and regulations;
(II) when the auditee has the right to require the auditee to submit production, operation, financial revenue and expenditure plans, budget implementation, final accounts, accounting statements and other relevant documents and materials on time, the auditee shall not refuse or delay for any reason;
(III) the internal audit department may exercise the following authorities in the process of internal audit:
1. When investigating the problems involved in the audit matters or asking for supporting materials from the relevant departments and individuals of the company, the relevant departments and individuals shall assist and shall not refuse or hide;
2. Have the right to review vouchers, account statements and final accounts, check funds and property, and call and query various system software materials;
3. Participate in important economic decision-making activities such as major economic contracts, major investment projects, industrial structure adjustment, equipment renewal and technological transformation;
4. Have the right to temporarily seal up the accounting vouchers, original vouchers, accounting books, accounting statements and other materials related to financial revenue and expenditure that may be transferred, concealed, tampered with or destroyed with the approval of the company’s leaders;
5. Have the right to put forward suggestions to the audit committee and take necessary measures to hold relevant personnel accountable for obstructing and damaging the audit work and refusing to provide information;
6. Make a temporary decision to stop the ongoing serious violations of financial and economic regulations, serious losses and waste, and put forward opinions on correcting and dealing with the violations of financial and economic regulations, as well as suggestions on improving economic management and economic benefits; 7. Report the major problems found in the audit work to the audit committee in time.
(IV) according to the needs of the audit object and content, the internal audit department can invite relevant departments to temporarily transfer professionals to participate in the special audit work, and the relevant departments should give strong support and cooperation to ensure the smooth progress of the audit work; (V) the internal audit department may propose commendation and reward to the Audit Committee for the auditee’s behavior of abiding by financial and economic laws and regulations, remarkable economic benefits and outstanding contributions.
Article 19 the company shall formulate its internal control self inspection system and annual internal control self inspection plan according to its own business characteristics and actual situation. The company shall require all internal institutions (including branches) and holding subsidiaries to actively cooperate with the inspection and supervision of the internal audit department, and may require them to conduct regular self inspection when necessary. Chapter VI internal audit procedures
Article 20 internal audit procedures:
(I) the audit committee shall formulate the annual internal audit objectives, plans, work plans, human resources plans and financial budgets according to the company’s annual business policies, and organize the implementation with the approval of the board of directors;
(II) make reasonable arrangements and formulate a detailed audit implementation schedule according to the internal audit work plan, work plan and implementation authorization approved by the board of directors;
(III) the audit notice shall be delivered to the audited unit or individual three working days in advance. When the special audit business can be audited, the audited unit or individual shall cooperate with the internal audit to provide necessary working conditions;
(IV) audit: auditors can take measures such as reviewing vouchers, account tables, documents and materials, checking cash and physical objects, and investigating and obtaining evidence from relevant units and personnel to deeply investigate and understand the situation of the audited unit. Internal auditors can use audit methods such as discussion, inspection, sampling and analysis procedures to obtain sufficient and reliable relevant audit evidence to support audit conclusions and recommendations, and record the collected and evaluated audit evidence and formed audit conclusions and recommendations in the audit working paper;
(V) at the end of the audit, summarize the audit work and prepare the audit report. The audit report shall include the audit situation, existing problems, audit conclusions, audit recommendations, etc. The preparation of internal audit report must be based on the audit results and be objective, accurate, clear, complete and constructive;
(VI) the audit report shall solicit the opinions of the auditee. The auditee shall put forward written opinions within 7 working days from the date of receiving the audit report. The internal audit department shall prepare the first draft of the audit report, submit it to the competent leader of the company for signature and approval, form a formal audit decision, deliver it to the auditee for implementation, or transfer it to other functional departments of the company for handling decisions;
Within 7 days after receiving the audit decision, the internal audit department must handle the audit decision in writing; If you have any objection to the audit decision, you can report to the chairman or the board of directors
