内部控制
Search documents
瑞联新材: 内部控制制度 (2025年7月)
Zheng Quan Zhi Xing· 2025-07-28 16:39
Core Points - The internal control system of Xi'an Ruilian New Materials Co., Ltd. aims to strengthen the company's operations, ensure compliance with laws and regulations, and protect investors' rights [2][3] - The internal control system applies to the company and its subsidiaries, focusing on various operational aspects including sales, procurement, asset management, and information disclosure [3][6] Group 1: General Requirements - Internal control is defined as a process that provides reasonable assurance regarding the achievement of objectives related to compliance, operational efficiency, asset security, and accurate information disclosure [3][4] - The company is responsible for developing internal control systems tailored to its operational characteristics and environment, with the board of directors accountable for their effectiveness [3][4] Group 2: Key Control Activities - The internal control activities encompass all operational aspects, including sales, procurement, inventory management, and financial management, with a focus on related party transactions [6][8] - The company must establish management policies for internal and external information to ensure timely and accurate communication regarding operational and risk conditions [10][12] Group 3: Management of Subsidiaries - The company emphasizes strengthening control over its subsidiaries, including establishing control frameworks, coordinating operational strategies, and ensuring timely reporting of significant matters [11][12] - Subsidiaries are required to adhere to the internal control standards set by the company, ensuring a consistent approach to governance and risk management [12][13] Group 4: Related Party Transactions - The internal control system for related party transactions must adhere to principles of honesty, equality, and fairness, ensuring that such transactions do not harm the interests of the company or its shareholders [13][14] - The company must maintain an updated list of related parties and ensure that transactions are conducted transparently and with proper approval [14][15] Group 5: External Guarantees and Fund Usage - The company must conduct thorough assessments before providing external guarantees, ensuring that risks are managed and that counterparties are capable of fulfilling their obligations [18][19] - A robust management system for the use of raised funds is required, ensuring compliance with intended purposes and effective tracking of fund usage [30][31] Group 6: Information Disclosure - The company is required to establish an internal control system for information disclosure, ensuring that all significant information is reported accurately and timely [46][47] - The board secretary is designated as the primary contact for external information release, ensuring that unauthorized disclosures do not occur [48][49] Group 7: Internal Audit and Evaluation - An internal audit department is established to oversee the effectiveness of internal controls, reporting directly to the board and ensuring independence from financial departments [56][57] - The company must conduct annual evaluations of its internal control systems, disclosing findings and corrective actions taken to address any identified deficiencies [58][59]
辰奕智能: 内部审计制度
Zheng Quan Zhi Xing· 2025-07-28 16:39
Core Viewpoint - The internal audit system of Guangdong Chenyi Intelligent Technology Co., Ltd. aims to enhance internal management and control, standardize internal audit work, improve audit quality, and protect investors' rights [1]. Group 1: General Principles - The internal audit is defined as a systematic and standardized method to supervise and evaluate the effectiveness of internal controls, risk management, and the authenticity and completeness of financial information [1][2]. - The board of directors is responsible for establishing and implementing internal control systems, which must be approved by the board [1][2]. Group 2: Internal Audit Organization and Personnel - The board of directors establishes an audit committee composed of non-executive directors, with independent directors forming a majority [2][3]. - The internal audit department operates independently and is not under the financial department's leadership [2][3]. - Internal audit personnel must possess relevant professional knowledge and adhere to ethical standards [3][4]. Group 3: Responsibilities and Requirements of Internal Audit - The audit committee guides and supervises the internal audit department, reviews annual audit plans, and reports on audit progress and quality to the board [4][5]. - The internal audit department is responsible for evaluating the integrity and effectiveness of internal controls and auditing financial data for legality and compliance [4][5]. - Internal audit reports must be submitted at least quarterly to the board or audit committee, detailing audit findings and issues [5][6]. Group 4: Specific Implementation of Internal Audit - The internal audit process includes planning, notification, execution, reporting, and follow-up on audit findings [28][29]. - The internal audit department must conduct audits on significant transactions, including fundraising, asset purchases, and related party transactions, ensuring compliance with regulations [21][22][24][25]. Group 5: Supervision and Management - The company must establish an incentive and restraint mechanism for the internal audit department, evaluating performance and addressing non-compliance [36][37]. - Internal audit personnel are subject to disciplinary actions for obstructing audits or engaging in misconduct [37][38].
江山股份: 江山股份内部控制制度
Zheng Quan Zhi Xing· 2025-07-28 16:13
华人民共和国证券法》(以下简称《证券法》)、《上海证券交易所股票上市规则》 (以下简称《股票上市规则》)、《上海证券交易所上市公司自律监管指引第 1 号 —规范运作》等法律、行政法规、部门规章、规范性文件以及《南通江山农药化 工股份有限公司章程》(以下简称《公司章程》)等规定,制定本制度。 第二条 内部控制是指公司董事会、管理层及全体员工共同实施的、旨在合 理实现以下基本目标的一系列控制活动: (一)合理保证公司经营管理合法合规; 南通江山农药化工股份有限公司 内部控制制度 (2025 年修订) 第一章 总则 第一条 为规范和加强南通江山农药化工股份有限公司(以下简称"公司") 内部控制,提升经营管理效能和风险抵御能力,推动公司可持续发展,切实维护 投资者的合法权益,根据《中华人民共和国公司法》 (以下简称《公司法》)、 《中 (二)保障公司的资产安全; (三)保证公司财务报告及相关信息真实完整; (二)重要性原则:内部控制在全面控制的基础上,关注重要业务事项和高 风险领域。 (三)制衡性原则:内部控制在治理结构、机构设置及权责分配、业务流程 等方面形成相互制约、相互监督,同时兼顾运营效率。 (四)适应性原则 ...
延江股份: 《审计委员会工作细则》(2025年7月修订)
Zheng Quan Zhi Xing· 2025-07-27 16:14
Core Points - The article outlines the establishment and operational guidelines of the Audit Committee of Xiamen Yanjing New Materials Co., Ltd, aimed at enhancing corporate governance and ensuring effective oversight of the management by the board of directors [1][2]. Group 1: General Provisions - The Audit Committee is established to strengthen the decision-making function of the board and ensure professional auditing [1]. - The committee operates independently and is not subject to interference from other departments or individuals within the company [1]. Group 2: Composition of the Committee - The Audit Committee consists of three directors, with a majority being independent directors, including at least one accounting professional [2]. - The committee members are nominated by the chairman or a majority of independent directors and elected by the board [2]. Group 3: Responsibilities and Authority - The main responsibilities include supervising external and internal audits, reviewing financial reports, and assessing internal controls [3][5]. - The committee has the authority to propose the hiring or replacement of external audit firms and to evaluate their performance [7][9]. Group 4: Internal Audit Oversight - The Audit Committee guides and supervises the internal audit department, ensuring the implementation of internal audit systems and reviewing annual audit plans [3][6]. - The internal audit department must report its findings and any significant issues directly to the Audit Committee [4][6]. Group 5: Decision-Making Procedures - The committee must approve certain financial disclosures and audit-related decisions before they are submitted to the board for review [5][13]. - Regular meetings are held at least quarterly, and decisions require a majority vote from the committee members [14][30]. Group 6: Reporting and Accountability - The Audit Committee is responsible for submitting annual reports on its activities and evaluations of external auditors to the board [9][16]. - It has the authority to propose the convening of temporary shareholder meetings if necessary [10][12].
国联股份: 立信会计师事务所(特殊普通合伙)关于北京国联视讯信息技术股份有限公司2024年年度报告的信息披露监管工作函之部分回复报告-信会师报字[2025]第ZG12707号
Zheng Quan Zhi Xing· 2025-07-25 16:26
Group 1 - The company reported a significant decline in quarterly revenue for 2024, with figures of 13.623 billion, 12.105 billion, and a variance of -16.21%, -10.23%, and -15.91% respectively, attributed to a shift in revenue recognition methods from gross to net [2][3][4] - The company operates primarily in B2B e-commerce and industrial internet platforms, with online product transactions accounting for 99.65% of total revenue [3][4] - The revenue recognition methods are categorized into two types: transactions with physical movement of goods and those without, affecting how revenue is recorded [5][6] Group 2 - For transactions without physical movement, the company applies net revenue recognition due to the inability to demonstrate control over the goods before transfer to customers [6][14] - In transactions with physical movement, the company assumes the role of the primary responsible party, thus recognizing revenue based on the total consideration received [11][12] - The company has implemented a multi-dimensional evaluation system for customers and suppliers to enhance business management and mitigate risks, particularly in light of recent regulatory scrutiny [16][19][23] Group 3 - The company has not identified any discrepancies in revenue recognition methods from 2020 to 2023, asserting that past practices were consistent with accounting standards [22][23] - Adjustments to revenue recognition for the first three quarters of 2024 were made based on a comprehensive review of business operations and market conditions, leading to a more cautious accounting approach [29][30] - The company emphasizes that its revenue recognition practices align with industry norms and regulatory requirements, ensuring the accuracy and reliability of financial reporting [20][21][22]
*ST观典: 关于公司及相关人员收到北京证监局行政监管措施决定书的整改报告
Zheng Quan Zhi Xing· 2025-07-25 16:25
Core Viewpoint - The company received an administrative regulatory decision from the Beijing Securities Regulatory Bureau, requiring it and related personnel to rectify identified issues, particularly concerning the misrepresentation of accounts payable and non-operating fund occupation [1][2]. Summary by Sections Issues Identified and Rectification Measures - The company fabricated accounts payable and provided financing convenience to other companies through factoring, resulting in a non-operating fund occupation of 96.9472 million yuan as of 2024, which remains unpaid [2]. - The company has initiated a comprehensive review and analysis of the issues raised in the decision, developing actionable rectification plans to ensure sustainable and stable development [2][4]. Specific Rectification Actions - The management has implemented self-inspection measures to identify risks associated with violations and has reported the findings to the regulatory authority [2]. - A special account online banking and alert function will be established to monitor fund movements dynamically, ensuring timely detection of abnormal transactions [2]. - The company has strengthened the management of seals and bank access, introduced a multi-layered review process, and enhanced communication with external directors and supervisory brokers [2][5]. Training and Compliance - The company is enhancing the professional training of financial personnel to improve accounting standards and the quality of financial information [3][4]. - There will be an emphasis on compliance with information disclosure regulations, with increased training for responsible personnel [4][9]. Governance and Internal Control Improvements - The company is revising internal control and governance mechanisms to prevent non-operating fund occupation by related parties, particularly by major shareholders [6][7]. - A new mechanism for dynamic tracking of large fund usage will be established, focusing on the safety of fund management [6][8]. Accountability and Future Actions - The company will hold responsible parties accountable for the identified issues, including potential internal disciplinary actions against the financial director [7][8]. - The rectification deadline is set for October 31, 2025, with ongoing compliance and execution to ensure long-term effectiveness [7][9]. Summary of Rectification Situation - The issues highlighted by the regulatory decision are seen as a catalyst for strengthening internal controls and improving governance, with a commitment to enhancing compliance and preventing future occurrences [9].
西部矿业: 西部矿业股份有限公司关于公司控股子公司西部矿业集团财务有限公司的风险持续评估报告
Zheng Quan Zhi Xing· 2025-07-25 16:14
Core Viewpoint - The report evaluates the financial and operational risks of Western Mining Group Financial Co., Ltd. (West Mining Financial), highlighting its compliance, risk management, and financial performance as of June 30, 2025 [1][11]. Group 1: Company Overview - West Mining Financial is a non-banking financial institution established in December 2011, with a registered capital of RMB 3.2 billion and USD 5 million [1]. - The ownership structure includes West Mining Group holding 60% and the company holding 40% [1]. - The company’s business scope includes deposit acceptance, loan processing, bill discounting, and financial advisory services [1]. Group 2: Compliance and Risk Management - West Mining Financial has established a governance structure with clear responsibilities among the shareholders, board, and management [2]. - The company has implemented a risk management system that includes risk identification, assessment, and a three-line defense mechanism [3][8]. - Various management committees oversee risk and business continuity, ensuring effective decision-making and risk control [2][8]. Group 3: Financial Performance - As of June 30, 2025, West Mining Financial reported total assets of RMB 12.006 billion, with significant holdings in central bank deposits and interbank placements [9]. - The company achieved total operating revenue of RMB 161 million and a pre-provision profit of RMB 91 million in the first half of 2025 [10]. - Key regulatory indicators, such as capital adequacy ratio and liquidity ratio, were reported at 37.59% and 46.86%, respectively, both meeting regulatory requirements [10]. Group 4: Risk Assessment and Management Measures - The company has not encountered significant financial distress or operational risks, maintaining a robust internal control system [11]. - A financial risk disposal plan is in place to ensure the safety and liquidity of funds, with regular risk assessments conducted biannually [10][11]. - The company has established a comprehensive risk management framework that aligns with its operational scale and complexity [11].
京沪高铁: 公司关于对中国铁路财务有限责任公司的风险评估报告
Zheng Quan Zhi Xing· 2025-07-22 16:16
Core Viewpoint - The risk assessment report of China Railway Finance Co., Ltd. indicates that the company operates within legal frameworks and maintains a sound financial condition, with no significant risks identified in its operations or management practices [14][15][16]. Group 1: Company Overview - China Railway Finance Co., Ltd. was established on July 24, 2015, with a registered capital of 10 billion RMB, and is a non-banking financial institution under the China National Railway Group [1][2]. - The company is authorized to conduct various financial services, including deposit acceptance, loan processing, and financial consulting for its member units [2]. Group 2: Internal Control and Governance - The company has a robust governance structure, including a board of directors, supervisory board, and senior management, with clear responsibilities for risk management [3][4]. - The risk management committee and audit committee are responsible for overseeing risk management policies and internal controls [4][5]. Group 3: Risk Management Practices - The company has established comprehensive policies and procedures for risk identification and assessment, ensuring clear division of responsibilities among departments [7][8]. - Specific management measures are in place for settlement and deposit management to mitigate operational risks [8][9]. Group 4: Financial Performance - As of December 31, 2024, the company reported total assets of 124.408 billion RMB, net assets of 14.855 billion RMB, and a net profit of 6.18 billion RMB for the year [14]. - The company adheres to regulatory financial indicators, including a capital adequacy ratio of 29.80% and a liquidity ratio of 75.64%, both meeting regulatory requirements [15]. Group 5: Risk Assessment Conclusion - The assessment concludes that the company operates legally and effectively, with no significant deficiencies in its risk management framework since its establishment [14][16]. - There have been no incidents of severe violations or operational disruptions that could impact the company's normal operations [15][16].
拓尔思: 董事会审计委员会工作细则(2025年7月)
Zheng Quan Zhi Xing· 2025-07-21 16:14
第六条 审计委员会任期与董事会一致,委员任期届满,连选可以连任。期 间如有委员不再担任公司董事职务,自动失去委员资格,并由董事会及时根据上 述第三至第五条规定补足委员人数。在委员任职期间,董事会不能无故解除其职 务。连续两次未能亲自出席会议,也未能以书面形式向委员会提交对会议议题的 意见报告,视为不能履行职责,董事会应当对该委员予以撤换。 拓尔思信息技术股份有限公司 董事会审计委员会工作细则 (2025年7月修订) 第一章 总则 第一条 为强化董事会决策功能,做到事前审计、专业审计,确保董事会对 经理层的有效监督,完善公司治理结构,根据《中华人民共和国公司法》《上市 公司治理准则》《上市公司独立董事管理办法》《深圳证券交易所上市公司自律 监管指引第2号——创业板上市公司规范运作》等相关法律法规及《拓尔思信息 技术股份有限公司章程》(以下简称《公司章程》)的规定,拓尔思信息技术股 份有限公司(以下简称"公司")特设置董事会审计委员会,行使《公司法》规定 的监事会的职权,并制定本工作细则。 第二条 董事会审计委员会是公司董事会下设的专门机构,主要负责公司财 务信息及其披露、监督及评估内外部审计工作和内部控制。 第 ...
纽威数控: 纽威数控控股子公司管理制度
Zheng Quan Zhi Xing· 2025-07-21 09:17
General Principles - The management system aims to strengthen control over subsidiaries, ensuring alignment with the company's strategic direction and enhancing governance and operational efficiency [1][2] - The term "controlling subsidiary" refers to companies where the company holds more than 50% of shares or has actual control, while "associate subsidiary" refers to those with less than 50% shares without actual control [1] Investor Relations Management - Controlling subsidiaries must improve their corporate governance structure and establish internal management systems in accordance with the law [2][6] - The company appoints directors, supervisors, and senior management to controlling subsidiaries, with adjustments made as necessary [2][3] Financial, Operational, and Investment Decision Management - Controlling subsidiaries must adhere to the company's unified financial management policies and report monthly on operational and financial conditions [3][4] - Annual operational plans must be prepared, and any significant changes in the industry or market must be reported promptly [4][5] Major Information Reporting - Controlling subsidiaries are required to report significant operational and financial matters that could impact the company's stock price [7][8] - Any related party transactions must be reported and approved according to the company's regulations [5][7] Internal Audit Supervision - Controlling subsidiaries must enhance internal audits and cooperate with the company's audit processes [9][10] - The company may conduct exit audits for senior management when they leave the subsidiary [10] Administrative Affairs, Personnel Management, and Assessment - Controlling subsidiaries should establish their management regulations based on the company's administrative rules [10][11] - Performance assessments for senior management are based on the completion of operational plans and overall company performance [10][11] Management of Associate Subsidiaries - Management of associate subsidiaries is primarily achieved through appointed personnel exercising their rights [11][12] - Associate subsidiaries must report monthly on operational conditions and financial statements [11] Profit Distribution Control - The company must legally exercise shareholder rights to encourage profit distribution from controlling subsidiaries [11][12] - Controlling subsidiaries must ensure the effective implementation of profit distribution plans [12]