内部审计制度 品茗科技股份有限公司 第一章 总则 第一条 为进一步规范品茗科技股份有限公司（以下简称"公司"）的内部审 计工作，明确内部审计机构和人员的职责，提高内部审计工作质量，促进经营管 理，提高经济效益，保护投资者合法权益，根据《中华人民共和国审计法》、 《审 计署关于内部审计工作的规定》等法律、法规、规范性文件及《品茗科技股份有 限公司》（以下简称"《公司章程》"）的有关规定，制定本制度。 第二条 本制度所称内部审计，是指由公司内部审计机构及人员，依据国家 有关法律、法规、财务会计制度和公司内部管理规定，对公司内部控制和风险管 理的适当性和有效性、财务信息的真实性和完整性以及经营活动的效率和效果等 开展的一种评价活动。 第三条 本制度所称内部控制，是指由公司董事会、经理层和全体员工实施 的、为了保证公司战略目标的实现，而对公司战略制定和经营活动中存在的风险 予以管理的相关制度安排。 第四条 内部审计机构和人员在公司董事会的领导下，独立、客观地行使职 权，对董事会负责，不受其他部门或者个人的干涉。 公司各内部机构或者职能部门、控股子公司应当配合内部审计机构依法履行 职责，不得妨碍内部审计机构的工作。 第 ...

Core Points - The article outlines the establishment and operational guidelines of the Audit Committee of Beijing Oriental Garden Environment Co., Ltd, emphasizing its role in enhancing corporate governance and financial oversight [1][2][4] Group 1: General Provisions - The Audit Committee is established to strengthen the decision-making function of the board and ensure effective supervision of financial activities [1] - The committee operates independently and is not subject to interference from other departments within the company [1][2] Group 2: Composition and Appointment - The Audit Committee consists of at least three directors, with a majority being independent directors, including at least one accounting professional [2][4] - The committee members are appointed by the board of directors, and the term of the committee members aligns with their term as directors [2][4] Group 3: Responsibilities and Authority - The Audit Committee is responsible for reviewing financial information, supervising internal and external audits, and ensuring the integrity of financial reporting [4][5] - Key decisions, such as the hiring or dismissal of external auditors and the approval of financial reports, require a majority agreement from the committee members [4][5] Group 4: Internal Audit Oversight - The committee guides and supervises the establishment and implementation of internal audit systems [5][6] - The internal audit department reports directly to the Audit Committee, ensuring independence from the finance department [6] Group 5: Meeting Procedures - The Audit Committee is required to meet at least quarterly, with provisions for special meetings as necessary [10][11] - Meeting notifications must be sent out in advance, and decisions require a majority vote from attending members [10][12] Group 6: Confidentiality and Compliance - Committee members are obligated to maintain confidentiality regarding company information until it is publicly disclosed [12][13] - The committee has the authority to investigate any irregularities in company operations and can engage external consultants if necessary [9][12]

Core Points - The internal control system of Zhejiang Zhengyu Industrial Co., Ltd. aims to enhance compliance with laws and regulations, improve operational efficiency, safeguard assets, and ensure accurate information disclosure [1][2][3] - The board of directors is responsible for the establishment and effective execution of the internal control system [1][3] Group 1: Internal Control Objectives - The internal control system is designed to comply with national laws and regulations, improve operational efficiency, safeguard company assets, and ensure fair information disclosure [1][2] - The company aims to enhance its governance structure and establish effective incentive mechanisms to foster a culture of risk prevention [3][4] Group 2: Internal Control Components - The internal control system includes elements such as internal environment, objective setting, event identification, risk assessment, risk response, control activities, information and communication, and monitoring [2][4] - The company will continuously improve its management of various operational aspects, including sales, procurement, asset management, and financial reporting [4][5] Group 3: Management Control of Subsidiaries - The company will implement control policies for its subsidiaries, ensuring they establish their own internal control systems [5][6] - Control activities include establishing management systems, monitoring significant business and financial matters, and performance evaluation of subsidiaries [6][7] Group 4: Internal Control of Related Transactions - The company will adhere to principles of honesty, equality, and fairness in related transactions, ensuring that such transactions do not harm the interests of the company and its shareholders [6][7] - Related transactions will require prior approval from independent directors, and detailed assessments of transaction conditions will be conducted [7][8] Group 5: External Guarantee Control - The company will follow legal and prudent principles in external guarantees, ensuring strict control over guarantee risks [8][9] - The board will assess the financial and operational status of guaranteed parties before making decisions on guarantees [9][10] Group 6: Major Investment Control - The internal control for major investments will focus on legality, prudence, and effectiveness, with a dedicated team evaluating investment risks and returns [10][11] - The board will regularly review the progress and effectiveness of major investment projects [11][12] Group 7: Internal Audit and Disclosure - The internal audit department will regularly check for deficiencies in internal controls and report findings to the board [12][13] - The company will disclose its internal control self-evaluation report and auditor's opinions to the Shanghai Stock Exchange within four months after the end of each fiscal year [13][14]

Core Viewpoint - The company has conducted a self-examination regarding regulatory measures or penalties imposed by securities regulatory authorities and exchanges over the past five years, concluding that there have been no penalties, but there were instances of regulatory measures that required rectification [1][5]. Summary by Sections Recent Regulatory Measures and Penalties - The company has not faced any penalties from securities regulatory authorities or exchanges in the last five years [1]. - The company received an administrative regulatory measure from the Sichuan Securities Regulatory Bureau, which mandated rectification due to a violation during the 2022 first extraordinary general meeting where the chairman acted as a vote counter despite being a related shareholder, violating the rules of shareholder meetings [2][3]. Rectification Actions Taken - Following the regulatory measure, the company organized training for all directors, supervisors, and senior management to enhance compliance awareness regarding relevant rules [2]. - The current five directors and supervisors have completed initial training courses and obtained certificates, with plans for ongoing compliance training and internal studies to improve understanding of regulations [2][3]. - The company has strengthened its internal control over meeting deliberations and information disclosure to ensure compliance with internal management standards [3]. Previous Warnings and Measures - The company received a warning letter in 2020 for failing to include personal loans in its consolidated financial statements, which led to inaccuracies in financial data [4]. - In response, the company organized training on information disclosure regulations for its board and management to improve the accuracy and completeness of disclosures [4][5]. - The company has committed to enhancing internal controls and auditing practices to prevent similar issues in the future [5].

Core Points - The internal audit system of Suzhou Huazhi Jie Telecommunications Co., Ltd. aims to standardize internal audit work, enhance quality, and protect investors' rights [1][2] - Internal audit is defined as an evaluation activity conducted by internal personnel to assess the effectiveness of internal controls, risk management, and the authenticity and completeness of financial information [1] - The company is required to establish a robust internal audit system in accordance with national laws and regulations, tailored to its industry characteristics [1][2] General Provisions - The board of directors is responsible for ensuring the accuracy and completeness of internal control-related information disclosures [2] - An audit committee is established under the board to oversee the internal audit department, which is responsible for monitoring business activities, risk management, and financial information [2][3] - The audit department must maintain independence and not be under the leadership of the finance department [2][3] Responsibilities and Overall Requirements - The audit committee has several key responsibilities, including guiding the establishment of the internal audit system, reviewing annual audit plans, and reporting significant issues to the board [2][3] - The audit department is tasked with evaluating the integrity and effectiveness of internal controls across the company and its subsidiaries [3][4] Specific Implementation - The audit department must conduct audits covering all business activities related to financial reporting and information disclosure, including sales, procurement, inventory management, and more [5] - Audit evidence must be sufficient, relevant, and reliable, with clear documentation maintained [5][6] - The audit department is required to submit an internal control evaluation report to the audit committee at least once a year [6][7] Information Disclosure - The board or audit committee must evaluate the internal control system based on audit reports and disclose the internal control evaluation report alongside the annual report [7][8] - If an external auditor issues a non-standard report regarding internal control effectiveness, the board must provide a special explanation detailing the issue and its impact [7][8] Supervision and Management - The effectiveness of the internal control system is a key performance indicator for all departments and subsidiaries [8] - A responsibility accountability mechanism is established to address violations of the internal control system [8]

Core Viewpoint - The article outlines the implementation details of the Audit Committee of Shanghai Sanmao Enterprise (Group) Co., Ltd., emphasizing its role in enhancing corporate governance, ensuring effective supervision of management, and maintaining the integrity of financial reporting [2][3]. Group 1: General Provisions - The Audit Committee is established to strengthen the decision-making function of the board and ensure effective oversight of the management [2]. - The committee is responsible for reviewing financial information, supervising internal and external audits, and evaluating internal controls [2][3]. - Members of the Audit Committee must possess the necessary professional knowledge and experience to fulfill their responsibilities [2]. Group 2: Composition of the Committee - The Audit Committee consists of five directors, including three independent directors, with at least one being a professional accountant [3]. - The committee is chaired by an independent director with accounting expertise, elected by the committee members and approved by the board [3]. - The term of the Audit Committee aligns with that of the board, and members can be re-elected [3]. Group 3: Responsibilities and Authority - The committee is tasked with reviewing financial reports, supervising audit work, and ensuring compliance with laws and regulations [4][5]. - It must approve significant financial disclosures and the hiring or dismissal of external auditors before submission to the board [4][5]. - The committee is responsible for monitoring the integrity of financial reports and addressing any identified issues, including potential fraud or misstatements [5][6]. Group 4: Decision-Making Procedures - The Audit Committee must hold at least one regular meeting each quarter, with additional meetings called as necessary [11][12]. - A quorum requires the presence of at least two-thirds of the members, and decisions are made by a majority vote [12]. - Meeting records must be maintained for a minimum of ten years, ensuring transparency and accountability [12]. Group 5: Information Disclosure - The company is required to disclose the composition and professional background of the Audit Committee members [38]. - Annual reports must include the committee's performance and meeting activities, ensuring stakeholders are informed [39]. - Any significant issues identified by the committee that meet disclosure standards must be reported promptly [40].

Core Viewpoint - The internal audit system of Shenzhen Xunjiexing Technology Co., Ltd. aims to standardize internal audit work, clarify responsibilities, ensure audit quality, and enhance operational management and economic efficiency [1][2]. Group 1: General Principles - The internal audit is defined as an evaluation activity conducted by the internal audit institution to assess the effectiveness of internal controls, risk management, and the authenticity and completeness of financial information [1]. - Internal control is a series of control activities implemented by the board of directors, audit committee, senior management, and other relevant personnel to ensure compliance with laws, adherence to development strategies, operational efficiency, and the integrity of financial reporting [1]. Group 2: Audit Organization and Personnel - The board of directors is responsible for establishing and effectively implementing the internal control system, ensuring the accuracy and completeness of related information disclosures [2]. - An audit committee can be established under the board, consisting of three members, including two independent directors and one accounting professional [2]. - The audit department is responsible for supervising internal audits of financial management and internal control systems, reporting directly to the board [2][3]. Group 3: Responsibilities and Authority of the Audit Department - The audit department is tasked with evaluating the completeness and effectiveness of internal control systems across the company and its subsidiaries, auditing financial and economic data for legality and authenticity [4]. - The audit department must report to the audit committee at least quarterly, detailing the execution of the internal audit plan and any issues discovered [4][5]. - The audit department has the authority to request necessary documents, conduct investigations, and issue audit opinions or recommendations for management improvements [8]. Group 4: Audit Process and Reporting - The audit department must conduct audits following significant external investments, asset purchases, guarantees, and related transactions, focusing on compliance with approval procedures and the integrity of contracts [6][7]. - Audit findings related to internal control deficiencies must be reported to the audit committee, which will oversee the implementation of corrective measures [6][10]. - The audit department is required to maintain audit archives for at least ten years and establish confidentiality protocols for audit documents [12].

Core Viewpoint - Yuanlong Yatu, the first A-share listed company in the gift industry, disclosed significant internal control issues, revealing that a sales employee is suspected of embezzlement through falsifying company documents and contracts [2][3]. Financial Impact - The fraudulent activities are believed to have affected the sales revenue for the first quarter of 2025 by approximately 29.35 million yuan, which could lead to a reduction in net profit attributable to shareholders by the same amount [3]. - For the first half of 2025, the company anticipates a net loss of between 5 million and 10 million yuan, compared to a profit of 25.79 million yuan in the same period last year, representing a decline of 119.39% to 138.78% [4]. - The net profit excluding non-recurring items is expected to be a loss of 8 million to 13 million yuan, down from a profit of 23.35 million yuan year-on-year, indicating a decrease of 134.27% to 155.69% [4]. Internal Control Assessment - Despite the ongoing investigation, the company previously reported no significant deficiencies in its internal controls for 2023 and 2024, asserting that it maintained effective financial reporting controls [5]. - The internal control evaluation reports from both the company and its sponsor indicated that there were no major deficiencies identified, and the governance structure was deemed sound [5]. Company Overview - Yuanlong Yatu, established in 1998 and listed on the Shenzhen Stock Exchange in June 2017, is recognized as a leading integrated marketing service provider in China, offering a range of services including gift products, digital marketing, and cultural creative products [6]. - As of July 11, the company's market capitalization stood at 5.423 billion yuan [6].

Core Viewpoint - Yuanlong Yatu disclosed significant internal control issues, revealing that a sales employee is suspected of embezzlement, which may lead to distorted financial reports for multiple periods [2][3][5]. Summary by Sections Internal Control Issues - The company found that a sales employee forged customer seals and sales contracts to fabricate sales, illegally appropriating company assets [2][3]. - Yuanlong Yatu reported the case to the Beijing Public Security Bureau, which has initiated a criminal investigation and taken coercive measures against the suspect [2][3]. Financial Impact - The fraudulent activities are linked to sales revenues for the first quarter of 2023, 2024, and 2025, with specific amounts pending investigation [6]. - Preliminary findings indicate that the embezzlement may impact the company's first-quarter sales revenue for 2025 by approximately 29.35 million yuan, potentially reducing net profit attributable to shareholders by the same amount [6]. - The company forecasted a loss for the first half of 2025, with net profit expected to be between a loss of 5 million to 10 million yuan, compared to a profit of 25.79 million yuan in the same period last year [7]. Internal Control Evaluation - Despite the ongoing investigation, previous internal control evaluations from 2023 and 2024 reported no significant deficiencies in financial reporting controls [9]. - The company and its sponsor provided positive assessments of its internal control systems, stating that they complied with relevant laws and regulations [9]. Company Overview - Yuanlong Yatu, established in 1998, is a leading integrated marketing service provider in China, listed on the Shenzhen Stock Exchange since June 6, 2017 [10]. - The company offers comprehensive marketing services, including promotional gifts, digital marketing, and cultural creative products [10]. - As of July 11, the company's market capitalization was 5.423 billion yuan [11].

Core Viewpoint - The internal audit system of Hangzhou Jinghua Microelectronics Co., Ltd. aims to enhance and standardize internal audit work, improve audit quality, and protect investors' rights by adhering to relevant laws and regulations [1][2]. Group 1: Internal Audit Objectives - The internal audit is defined as an evaluation activity conducted by the internal audit department to assess the effectiveness of internal controls, risk management, and the authenticity and completeness of financial information [1][2]. - The internal control aims to ensure compliance with laws, improve operational efficiency, safeguard company assets, and ensure accurate and fair information disclosure [1][2]. Group 2: Internal Audit Structure and Personnel - The internal audit department (Internal Audit Department) is responsible for supervising business activities, risk management, internal controls, and financial information, reporting directly to the board of directors and the audit committee [2][3]. - The internal audit personnel must have backgrounds in auditing, accounting, economic law, or management, and the department should maintain independence from the finance department [2][3]. Group 3: Responsibilities and Authority - The audit committee supervises and evaluates the internal audit work, guiding the establishment and implementation of the internal audit system [3][4]. - The internal audit department is responsible for examining the integrity and effectiveness of internal control systems across all operational areas, including financial reporting and information disclosure [4][5]. Group 4: Audit Procedures - The internal audit department must develop an annual audit plan based on the company's specific situation and determine audit project priorities [6][7]. - After completing the audit, the internal audit department must compile a report and follow up on the implementation of audit recommendations [8][9]. Group 5: Internal Control Evaluation and Disclosure - The internal audit department is responsible for evaluating the effectiveness of internal controls and must report any significant deficiencies or risks to the audit committee [10][11]. - The company must disclose the internal control evaluation report alongside its annual report, including the auditor's opinion on the effectiveness of internal controls [10][11]. Group 6: Supervision and Management - The company should incorporate the effectiveness of the internal control system into performance evaluations for departments and subsidiaries, establishing accountability mechanisms for violations [12][13]. - Violations of the internal audit system by the internal audit personnel may lead to disciplinary actions or legal consequences [12][13].