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达利凯普: 内部控制制度
Zheng Quan Zhi Xing· 2025-07-10 12:10
Core Points - The article outlines the internal control system of Dalian Dali Kape Technology Co., Ltd, emphasizing the importance of compliance with laws and regulations, operational efficiency, asset security, and accurate financial reporting [1][2][3] Group 1: Internal Control Framework - The board of directors is responsible for establishing and implementing internal controls, while the audit committee supervises this process [2] - The management is tasked with the daily operation of internal controls, and the internal audit department monitors their effectiveness [2][3] - The internal control system must consider various factors, including the internal environment, goal setting, risk assessment, and communication of information [4][5] Group 2: Governance Structure - The company has established rules for shareholder meetings, board meetings, and management roles to ensure effective governance and decision-making [3][4] - Clear definitions of responsibilities and authority are necessary for each department and position to ensure accountability [4] Group 3: Risk Management - A comprehensive risk assessment system is required to monitor operational, financial, market, and legal risks continuously [5] - The company must establish internal and external information management systems to ensure timely communication of risks and control deficiencies [5] Group 4: Control Activities - The company focuses on managing its subsidiaries, ensuring they adhere to internal control standards and report significant matters promptly [6][7] - A robust internal control system for related party transactions is essential to protect the interests of the company and its shareholders [8][9] Group 5: External Guarantees and Fund Management - The company must adhere to strict approval processes for external guarantees, ensuring thorough evaluation of the financial status of the parties involved [11][12] - Fund management practices must be transparent and efficient, with clear guidelines for the use of raised funds [14][15] Group 6: Internal Audit and Reporting - An independent internal audit department is established to oversee business activities, risk management, and financial information [17][18] - Regular internal audit reports must be submitted to the board or audit committee, highlighting any deficiencies in internal controls [18]
英科医疗: 内部控制制度
Zheng Quan Zhi Xing· 2025-07-08 16:12
Core Viewpoint - The company has established a comprehensive internal control system to enhance operational efficiency, safeguard assets, ensure compliance with laws and regulations, and protect investors' rights [1][2][3]. Group 1: Internal Control Principles - The internal control system should adhere to principles of comprehensiveness, importance, checks and balances, adaptability, and cost-effectiveness [2][3]. - The board of directors is responsible for establishing and implementing the internal control system, while the management is tasked with daily operations [4]. Group 2: Basic Requirements - Internal control must consider elements such as internal environment, risk assessment, control activities, information and communication, and internal supervision [6][7]. - The company should establish clear responsibilities and authority for each department and ensure compliance with the established control framework [8]. Group 3: Control Activities - The internal control system must cover all business activities related to financial reporting and information disclosure, including sales, procurement, inventory management, and investment management [4][10]. - The company should strengthen management control over subsidiaries and significant transactions, ensuring proper oversight and compliance [10][11]. Group 4: Related Party Transactions - The company must establish a robust internal control system for related party transactions, ensuring transparency and fairness [13][14]. - The board and shareholders must follow established procedures for approving related party transactions, including avoiding conflicts of interest [15][16]. Group 5: External Guarantees - The internal control for external guarantees should follow principles of legality, prudence, mutual benefit, and safety, with strict risk management [19][20]. - The board must conduct thorough investigations into the financial status of guaranteed parties before approving guarantees [21][22]. Group 6: Fundraising and Investment Control - The company must manage fundraising strictly according to legal requirements, ensuring funds are used as promised in the prospectus [27][28]. - Regular audits and reports on the use of raised funds are required to ensure compliance and transparency [29][30]. Group 7: Information Disclosure - The company should establish a management system for information disclosure, ensuring timely and accurate reporting of significant information [42][43]. - A designated board secretary is responsible for overseeing the information disclosure process and ensuring compliance with regulations [44][45]. Group 8: Subsidiary Management - The company must enhance control over subsidiaries, ensuring they establish their own internal control systems in line with the parent company's policies [46][47]. - Regular reporting and analysis of subsidiaries' performance and compliance with internal controls are essential [48]. Group 9: Internal Supervision - Internal supervision includes both daily and special oversight to ensure the effectiveness of internal controls [55][56]. - The company must address any identified internal control deficiencies promptly and report them to the board [57].
盛路通信: 内部控制制度(2025年7月)
Zheng Quan Zhi Xing· 2025-07-08 10:18
广东盛路通信科技股份有限公司 内部控制制度 第一章 总则 第一条 为加强广东盛路通信科技股份有限公司(以下简称"公司")的内 部控制,促进公司规范运作和健康发展,保护股东合法权益,根据《中华人民共 和国公司法》、《中华人民共和国证券法》等法律、行政法规、部门规章和《深 圳证券交易所股票上市规则》等规定,结合公司实际,特制定本制度。 第二条 公司内部控制制度的目的是: (一)确保国家有关法律、法规和公司内部规章制度的贯彻执行; (二)提高公司经营效益及效率,提升公司质量,增加对公司股东的回报; (三)保障公司资产的安全、完整; (四)确保公司信息披露的真实、准确、完整和公平。 第三条 公司董事会对公司内部控制制度的制定和有效执行负责。 第二章 内部控制的内容 第四条 公司的内部控制主要包括:业务控制、会计系统控制、信息传递控 制、内部审计控制等内容。 第五条 公司应当完善内部控制制度,确保董事会及其专门委员会和股东会 等机构的合法运作和科学决策;公司逐步建立起有效的激励约束机制,树立风险 防范意识,培育良好的企业精神和企业文化,调动广大员工的积极性,创造全体 员工充分了解并履行职责的环境。 第三章 主要的控制活 ...
ST新潮: 2024年度独立董事述职报告(吴羡)
Zheng Quan Zhi Xing· 2025-07-04 16:43
山东新潮能源股份有限公司 本人吴羡严格按照《中华人民共和国公司法》 (以下简称"《公司法》")、 《上 市公司独立董事管理办法》等法律法规,以及《公司章程》等公司制度,作为山 东新潮能源股份有限公司(以下简称"公司")的独立董事,在 2024 年度任职 期间恪尽职守、勤勉尽责,充分发挥独立董事的作用,积极出席相关会议,积极 关注公司发展,认真审议董事会各项议案,对公司相关事项发表独立意见,切实 维护了公司和全体股东尤其是中小股东的合法利益。现将本人 2024 年度工作情 况汇报如下: 一、基本情况 (一)个人工作履历、专业背景及兼职情况 吴羡,女,1987 年出生,中国国籍,东北财经大学会计学本科,休斯顿大 学会计学硕士研究生,拥有美国永久居留权,美国注册会计师。曾任 Canady and Canady LLC 高级税务助理,BDO USA, LLP 高级税务助理、安永会计师事务所 高级税务助理-税务经理,先后参与多家上市公司季度和年度财务报表相关的税 务审计工作,现任 McDermott International, Inc.税务经理。2023 年 2 月 27 日至今, 任公司独立董事。 (二)是否存在影 ...
ST新潮: 第十二届董事会第十七次会议决议公告
Zheng Quan Zhi Xing· 2025-07-04 16:33
Group 1 - The board meeting of Shandong Xinchao Energy Co., Ltd. was held, with all directors present, and one director voted against several resolutions due to lack of external audit support [1][2] - The board approved the 2024 annual work report, with a vote of 6 in favor and 1 against, where the opposing director expressed concerns regarding performance and asset statements lacking external audit conclusions [1][2] - The 2024 annual report and summary were also approved, with similar voting results, and the opposing director reiterated concerns about the lack of external audit support for certain statements [2][3] Group 2 - The board approved the 2024 internal control evaluation report, with a vote of 6 in favor and 1 against, where the opposing director acknowledged improvements but noted further enhancements were needed [4] - The 2024 financial settlement report was approved with the same voting results, and the opposing director raised concerns about the lack of external audit conclusions [4][5] - The board approved the 2024 profit distribution plan with unanimous support, indicating no profit distribution for the year [5] Group 3 - The board approved a report on the use of raised funds, with unanimous support, reflecting compliance with regulations [6] - A proposal for the subsidiary Moss Creek Resources, LLC to continue oil and gas hedging activities was approved, with a cap on hedging volume set at 90% of proven reserves [7] - The 2024 social responsibility report was approved, with one director opposing due to concerns about performance-related statements lacking external audit support [11][12] Group 4 - The board approved the 2025 Q1 report, confirming compliance with regulatory requirements, with unanimous support [8] - A special report on the independence of independent directors was approved, with three directors abstaining from the vote [9] - The board approved a report evaluating the performance of the accounting firm, with one director opposing due to conflicting audit conclusions [10][11] Group 5 - The board approved the cancellation of the supervisory board and amendments to the company’s articles of association, with unanimous support [12] - The board proposed revisions to various governance rules, which were also approved unanimously [12][13] - The board provided special explanations regarding audit reports that could not be issued, with one director opposing due to lack of external audit support [13][14]
鸿远电子: 鸿远电子董事会审计委员会工作细则
Zheng Quan Zhi Xing· 2025-07-04 16:22
Core Points - The article outlines the establishment and operational guidelines for the Audit Committee of Beijing Yuanliuhongyuan Electronic Technology Co., Ltd, emphasizing its role in supervising financial information, internal controls, and audits [1][2][3]. Group 1: Establishment and Composition - The Audit Committee must consist of at least three directors, with a majority being independent directors, and the chair must be a professional accountant [1][2]. - Members should not hold senior management positions and must possess relevant professional knowledge and experience [2][3]. Group 2: Responsibilities and Duties - The main responsibilities include reviewing financial information, supervising external and internal audits, and ensuring effective internal controls [6][16]. - The committee is tasked with evaluating the effectiveness of external auditors and internal audit processes, and it must report its findings to the board [10][21]. Group 3: Meetings and Decision-Making - The Audit Committee is required to meet at least quarterly, with decisions made by a majority vote of members present [11][14]. - Meeting records must be accurately maintained and kept for a minimum of ten years [6][14]. Group 4: Reporting and Accountability - The committee must disclose its annual performance and activities alongside the company's annual report [4][10]. - It has the authority to propose the hiring or dismissal of external auditors and must ensure that any financial discrepancies are addressed before approving financial reports [18][19]. Group 5: Internal Audit Oversight - The Audit Committee oversees the internal audit department, ensuring compliance with internal control standards and evaluating the effectiveness of internal audits [10][12]. - It is responsible for guiding the internal audit process and ensuring that significant issues are reported to the board [12][13]. Group 6: Legal and Regulatory Compliance - The committee has the authority to propose temporary board meetings and can call for shareholder meetings if necessary [16][17]. - It is empowered to take legal action against directors or senior management if they violate laws or regulations that harm the company [17][18].
ST尔雅: 中审众环会计师事务所(特殊普通合伙)关于湖北美尔雅股份有限公司2024年年度报告信息披露监管工作函的回复
Zheng Quan Zhi Xing· 2025-07-04 16:22
Core Viewpoint - The company, Hubei Meierya Co., Ltd., reported a significant decline in revenue for the year 2024, with total revenue of 330 million yuan, a year-on-year decrease of 27.42% [2][3]. Business Operations - The company's revenue breakdown includes 286 million yuan from clothing business, 29.8 million yuan from medical business, and 13.6 million yuan from other businesses [2]. - The average revenue per store for direct-operated stores was 2.7558 million yuan, while for franchise stores, it was 769,300 yuan, indicating a substantial difference in performance between the two channels [3]. Customer and Supplier Analysis - The top five customers in the clothing segment for 2022-2024 were identified, with significant contributions from long-term partners [4][5]. - The company reported a total sales amount of 28.609 million yuan from its top customers, accounting for 27.27% of total sales [4]. - The medical segment's top suppliers were also highlighted, with a total procurement amount of 1.38465 million yuan, representing 79.31% of the total procurement for the first four months of 2024 [9]. Revenue Recognition Policies - The company follows a revenue recognition policy based on the transfer of control, confirming revenue when the customer obtains control of the goods [10][12]. - The revenue recognition practices for both the clothing and medical segments were confirmed to comply with the relevant accounting standards [12][13]. Financial Performance and Adjustments - The company reported a total of 371.44 million yuan in revenue deductions for non-main business income and income lacking commercial substance [14]. - The company’s internal control received a negative opinion due to issues related to commercial acceptance bills lacking commercial substance, which affected the accuracy of financial reporting [15].
金力泰: 2024年度内部控制自我评价报告
Zheng Quan Zhi Xing· 2025-07-01 16:40
Core Viewpoint - The internal control evaluation report of Shanghai Jinlitai Chemical Co., Ltd. indicates that as of December 31, 2024, there are no significant deficiencies in financial reporting internal controls, and the company has maintained effective internal controls in all material aspects [1][2][5]. Internal Control Evaluation Conclusion - The company has not identified any significant deficiencies in financial reporting internal controls as of the evaluation report date [2][5]. - There are no factors affecting the effectiveness of internal control evaluations from the evaluation report date to the report issuance date [2][5]. Internal Control Evaluation Work Evaluation Scope - The evaluation covers all major units, businesses, and high-risk areas, with total assets and revenue of the evaluated units accounting for 100% of the consolidated financial statements [3][5]. Identified Deficiencies - The company identified one important deficiency in non-financial reporting internal controls related to funds management, with a total of 930.24 million yuan involved [5][6]. - The company has implemented corrective measures to address the identified deficiencies and enhance compliance awareness [6]. Internal Control System Overview - The company has established a comprehensive internal control system that operates effectively, although there are notable deficiencies in funds and procurement management [6][12]. - The company has received an audit report with a disclaimer of opinion regarding its financial statements and internal control [6]. Control Environment - The company has established a governance structure with a general meeting of shareholders, a board of directors, and a supervisory board, ensuring clear responsibilities and checks and balances [8][9]. Risk Identification and Assessment - The company's main business revenue is derived from automotive coatings, which are closely tied to the automotive industry's economic conditions [9][10]. - Fluctuations in raw material prices significantly impact production costs and overall business performance [10][11]. Control Activities - The company has implemented various control measures across different operational processes, including sales, procurement, production, and financial management [12][13]. - The company has established a performance evaluation system linked to employee compensation and promotions [14]. External Investment Management - The company has a structured approach to external investment management, ensuring compliance with its development strategy and enhancing competitive capabilities [15]. - A recent acquisition of 34% equity in Shenzhen Yitai Technology Co., Ltd. was approved by the board of directors [15]. Information Disclosure Control - The company has established a management system for information disclosure to ensure accurate and timely reporting [16][17]. - The company has not engaged in any related party transactions in 2024 [16]. Internal Supervision - The supervisory board oversees the company's operations, ensuring compliance with laws and regulations [18][19]. - An internal audit department operates independently to monitor and evaluate the company's activities and internal controls [19]. Improvement Measures - The company plans to continuously improve its internal control system to adapt to changing environments and ensure sustainable development [20].
金力泰: 董事会关于公司2024年度否定意见内部控制审计报告的专项说明
Zheng Quan Zhi Xing· 2025-07-01 16:40
Core Viewpoint - Shanghai Jinlitai Chemical Co., Ltd. received a negative internal control audit report for the year 2024, indicating significant deficiencies in its internal control systems, particularly in financial management and procurement processes [1][4]. Group 1: Internal Control Deficiencies - The audit identified major defects in internal controls, particularly related to the management of funds and procurement processes, which were not effectively executed [1][3]. - A total of 931 million yuan was transferred to related traders, with 930 million yuan returned, indicating a lack of proper approval processes for significant payments [1][3]. - The company failed to effectively plan, decide, and approve the use of large amounts of returned funds, highlighting serious deficiencies in daily fund management [2][3]. Group 2: Board's Response - The board acknowledged the audit report as an objective reflection of the company's situation and recognized the professional judgment of the auditing firm [4]. - The board has identified the internal control deficiencies and included them in the self-evaluation report of internal controls [4]. Group 3: Improvement Measures - The company plans to optimize financial reporting processes and strengthen internal control supervision over significant business activities [5]. - There will be an emphasis on enhancing the audit department's functions to ensure effective execution of internal control systems [5]. - Training will be provided to management personnel to improve awareness of compliance with relevant laws and regulations [5].
华纬科技: 董事会审计委员会实施细则(2025 年7月)
Zheng Quan Zhi Xing· 2025-07-01 16:30
Core Points - The implementation rules for the Audit Committee of Huawai Technology Co., Ltd. aim to enhance the decision-making function of the board and ensure effective supervision of the management team [1][2] - The Audit Committee is composed of three directors who are not senior management, with a majority being independent directors [2][3] - The Audit Committee's main responsibilities include reviewing financial information, supervising internal and external audits, and ensuring compliance with laws and regulations [5][6] Group 1: General Provisions - The Audit Committee is established to strengthen the board's decision-making and oversight capabilities [1] - The committee operates under the authority granted by the board and is responsible for submitting proposals for board review [1][2] Group 2: Composition and Qualifications - The committee must have a chairperson who is an independent director with accounting expertise [2][3] - Members must possess sufficient professional knowledge and experience to fulfill their duties effectively [2][3] Group 3: Responsibilities and Authority - The Audit Committee is responsible for reviewing financial reports, supervising audits, and ensuring the accuracy of financial disclosures [5][6] - The committee has the authority to inspect the company's finances and supervise the actions of directors and senior management [12][20] Group 4: Meeting Procedures - The Audit Committee must meet at least quarterly, with additional meetings called as necessary [16][30] - A quorum requires the presence of at least two-thirds of the members [36] Group 5: Reporting and Disclosure - The company must disclose the Audit Committee's annual performance and any significant issues identified during its oversight [50][51] - The committee's recommendations that are not adopted by the board must be disclosed along with the reasons [52]