Beijing Quanshi World Online Network Information Co.Ltd(002995)
Internal audit system
April, 2002
catalogue
Chapter I General Provisions Chapter II audit institutions and auditors Chapter III audit responsibilities Chapter IV audit authority Chapter V main tasks of audit work Chapter VI audit procedures Chapter VII rewards and penalties 9 Chapter VIII Supplementary Provisions nine
Beijing Quanshi World Online Network Information Co.Ltd(002995)
Internal audit system
Chapter I General Provisions
Article 1 in order to strengthen the company's internal audit supervision, improve internal control, protect the safety and integrity of the company's assets, the authenticity and legality of economic activities and improve the company's economic benefits, according to the Audit Law of the people's Republic of China and the regulations for the implementation of the audit law of the people's Republic of China This system is formulated in combination with the actual situation of the company in accordance with the relevant provisions of the National Audit Office, such as the provisions on internal audit, the stock listing rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board, relevant laws and regulations, the articles of association and other relevant provisions.
Article 2 "internal audit" as mentioned in this system is an independent and objective confirmation and consultation activity aimed at increasing value and improving the operation of the organization. Evaluate and improve the effectiveness of risk management, control and governance by applying systematic and standardized methods to help the organization achieve its objectives. Internal audit conducts independent evaluation on various businesses and controls in the organization to determine whether they comply with relevant regulations and standards, whether they can effectively and economically use resources, and whether they can be conducive to the achievement of organizational objectives.
Article 3 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. It shall independently exercise the power of audit supervision in accordance with the relevant laws and regulations of the state and the relevant provisions of the articles of association and rules and regulations of the company.
Article 4 the company's internal audit system and the responsibilities of auditors shall be implemented after being approved by the board of directors and the audit committee. The internal auditors independently audit and supervise the operation and management activities of the company and its holding and participating companies in accordance with national laws, regulations and policies and the rules and regulations of the company.
Chapter II audit institutions and auditors
Article 5 the board of directors of the company establishes an audit committee with independent directors as the chairman. The internal audit department is responsible for the audit committee and reports to the audit committee. Independent directors shall account for the majority of the audit committee, and the chairman shall be an independent director and an accounting professional.
Article 6 the company establishes an internal audit department as the executive body of the audit committee of the board of directors, which is responsible for organizing the implementation of the company's internal audit system, guiding and supervising the internal audit of the company's system, and inspecting and supervising the establishment and implementation of the company's internal control system and the authenticity and integrity of the company's financial information. At the same time, the internal audit department shall assist the audit committee of the board of directors in carrying out relevant work.
Article 7 the head of the internal audit department shall be appointed and removed by the audit committee of the board of directors. The person in charge of the internal audit department shall not be removed or replaced at will if there is no violation of discipline or other acts that do not meet the conditions of office.
Article 8 the internal audit department of the company shall be equipped with a reasonable and stable personnel structure according to the needs of internal audit, and professional personnel meeting the requirements of internal audit.
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 according to 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, do not engage in malpractices for personal gain, do not neglect their duties and keep secrets. Auditors shall sign a confidentiality agreement with the company.
Article 10 auditors shall be loyal to their duties and adhere to principles in accordance with laws and regulations and the company's relevant audit system, so as to be independent, objective and fair, honest in performing their duties and keeping secrets. Auditors who have an interest in the audit matters handled or the audited unit (Department) shall withdraw.
Chapter III audit responsibilities
Article 11 internal audit supervision shall be conducted on the financial revenue and expenditure, economic benefits and the departure of senior executives of the company and its wholly-owned, holding and joint-stock companies in accordance with national laws, regulations, audit norms, audit procedures and relevant systems and regulations of the company.
Article 12 supervise and urge the establishment and improvement of a complete internal control system of the company, prevent and control risks, and ensure the integrity and safety of the assets of the company and its wholly-owned, holding and joint-stock companies.
Article 13 The purpose of audit work is to improve operation and management and improve economic benefits, and supervise all economic activities of the company.
Article 14 the internal audit department shall perform the following main duties:
(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 company;
(II) audit the accounting data and other relevant economic data of the company's internal institutions, holding subsidiaries and 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.
Article 15 auditors shall maintain a rigorous working attitude and objectively reflect the problems found when the materials provided by the audited company (Department) are true and complete. If the report is untrue, it shall bear the audit responsibility. If the auditor is unable to make a correct judgment due to the audited company (Department) failing to truthfully provide all the materials required for audit, he shall report to the superior in time, and the auditor shall not bear the corresponding audit responsibility.
Chapter IV audit authority
Article 16 the internal audit institution has the right to inspect the audit range of the audited company (Department), covering all business links related to financial reports and information disclosure in the company's business activities, including but not limited to:
(I) accounting books, vouchers and statements;
(II) all business contracts, agreements and contracts;
(III) bank statements of all deposit banks;
(IV) certificates of various assets and equity certificates of investment;
(V) require the other party to provide a letter of confirmation of various creditor's rights;
(VI) important documents related to customers;
(VII) records of important operation and investment decision-making process;
(VIII) other relevant data.
If necessary, it can be traced back or postponed from the audit interval, and the audited company (Department) shall not refuse. If the audited company (Department) intentionally conceals, destroys, discards or tampers with accounting materials and important documents, once found, the internal audit department shall timely report to the audit committee of the board of directors and dispose of them in accordance with relevant laws and regulations.
Article 17 the internal audit department shall inspect the following matters at least once every six months, issue an inspection report and submit it to the Audit Committee for inspection. If it is found that the listed company has violations of laws and regulations and non-standard operation, it shall report to the Shenzhen Stock Exchange in time:
(I) the implementation of high-risk investments 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 other major events;
(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. If the board of directors or the audit committee considers that there are major defects or risks in the company's internal control, the board of directors shall timely report to the bourse and disclose them. 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 18 the internal audit department also has the following authorities:
(I) investigate the audited companies (departments) and individuals on issues related to the audit matters;
(II) check all physical assets and securities of the audited company;
(III) require the relevant person in charge of the audited company (Department) to sign opinions on the audit working paper and write written instructions on relevant audit matters.
(IV) suggest relevant departments to investigate the responsibility of companies (departments) and individuals who violate financial laws and disciplines and seriously neglect their duties and cause heavy economic losses;
(V) put forward suggestions on improving the management of the audited company (Department);
(VI) order the audited company (Department) to adjust its accounts within a time limit; Recover the illegal gains and misappropriated company assets of the audited company (Department) or individual;
(VII) the information related to financial revenue and expenditure of the company, holding company and joint-stock company can be accessed at any time. Article 19 the audit evidence obtained by the auditors of the internal audit department 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 working paper shall be kept for 10 years.
Article 20 all internal organs or functional departments of the company, holding subsidiaries and joint-stock companies that have a significant impact on the company shall cooperate with the internal audit department in performing its duties according to law and shall not hinder the work of the internal audit department.
Chapter V main tasks of audit
Article 21 the scope of audit includes financial audit, internal control audit, special audit and management audit. Article 22 financial audit is mainly to audit the authenticity of the relevant contents of the company's assets, liabilities, owner's equity and other relevant subjects.
Article 23 internal control audit is mainly to audit the soundness, rationality and effectiveness of the company's overall internal control system (including internal management control system and internal accounting control system).
Article 24 special audit mainly refers to the audit of the company's income, costs, expenses, accounts receivable and other items that have a significant impact on the company's assets, liabilities and profits.
Article 25 management audit mainly refers to the audit that takes each management department of the company as the basic object and promotes the improvement of economic benefits of the enterprise through the economic responsibilities and performance of each management department of the company.
Article 26 the internal audit department shall audit the storage and use of the company's raised funds once a quarter, and give internal audit opinions on the authenticity and compliance of the use of the raised funds.
Article 27 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 28 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 the inspection finds that the company has violations of laws and regulations and non-standard operation, it shall report to Shenzhen Stock Exchange in time:
(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. If 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 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 29 the board of directors or its audit committee shall issue an annual self-evaluation report on internal control according to the evaluation report and relevant materials issued by the internal audit department. The internal control self-evaluation report shall at least include the following contents:
(I) statement of the board of directors on the authenticity of the internal control report;
(II) overall situation of internal control evaluation;
(III) basis, scope, procedures and methods of internal control evaluation;
(IV) internal control defects and their identification;
(V) rectification of internal control defects of the previous year;
(VI) proposed rectification measures for internal control defects this year;
(VII) conclusion on the effectiveness of internal control.
Chapter VI audit procedures
Article 30 audit plan: the internal audit department shall determine the key points of audit work according to the specific conditions of Beijing Quanshi World Online Network Information Co.Ltd(002995) and its subordinate subsidiaries, and plan to
