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大连重工: 董事会审计与合规管理委员会年报工作制度(2025年5月)
Zheng Quan Zhi Xing· 2025-05-09 12:16
大连华锐重工集团股份有限公司 董事会审计与合规管理委员会年报工作制度 第一章 总则 第一条 为完善大连华锐重工集团股份有限公司(以下简称"公 司")治理机制,加强内部控制建设,充分发挥审计与合规管理委 员会年报编制和披露方面的监督作用,根据中国证监会的有关要求 以及《公司章程》 《董事会审计与合规管理委员会实施细则》 《信息 第 1 页/共 4 页 师事务所时,应对年审注册会计师完成本年度审计工作情况及其执 业质量做出全面客观的评价,达成肯定性意见后,提交董事会及股 东会审议;形成否定性意见的,应改聘会计师事务所。 第七条 公司原则上在年报审计期间不得改聘年审注册会计师 事务所。如确需改聘,审计与合规管理委员会应约见前任和拟改聘 会计师事务所,对双方的执业质量做出合理评价,并在对公司改聘 理由的充分性作出判断的基础上,将意见提交董事会决议通过。董 事会审议通过后,公司召开股东会作出决议,并通知前任会计师事 务所参会,在股东会上陈述自己的意见。公司应充分披露股东会决 议及被改聘会计师事务所陈述的意见。 披露管理办法》等有关规定,结合公司年度报告编制和披露工作的 实际情况,特制定本制度。 第二条 审计与合规管理委 ...
凯龙股份: 长江证券承销保荐有限公司关于湖北凯龙化工集团股份有限公司定期现场检查报告
Zheng Quan Zhi Xing· 2025-05-09 09:35
长江证券承销保荐有限公司 关于湖北凯龙化工集团股份有限公司 定期现场检查报告 保荐人名称:长江证券承销保荐有限公司 被保荐公司简称:凯龙股份 保荐代表人姓名:仝金栓 联系电话:021-65779433 保荐代表人姓名:王婷婷 联系电话:021-65779433 现场检查人员姓名:仝金栓 现场检查对应期间:2024 年度 现场检查时间:2025 年 5 月 7 日 一、现场检查事项 现场检查意见 (一)公司治理 是 否 不适用 现场检查手段: ? 查阅公司章程及各项公司治理制度; ? 查阅公司的三会会议文件; ? 查看上市公司的主要生产、经营、管理场所; ? 核查上市公司"五独立"情况。 √ 及会议内容等要件是否齐备,会议资料是否保存完整 √ 业务规则履行职责 √ 程序和信息披露义务 √ 程序和信息披露义务 (二)内部控制 现场检查手段: ? 查阅公司《内部审计制度》 ; ? 查阅内部审计部门和审计委员会的人员构成情况; ? 查阅审计委员会会议文件; ? 查阅公司内部审计部门出具的相关报告; ? 查阅公司对外投资相关管理制度。 √ 计部门 √ 门提交的工作计划和报告等 √ 进度、质量及发现的重大问题等 √ 计工 ...
*ST椰岛: 海南椰岛2024年年度股东大会会议资料
Zheng Quan Zhi Xing· 2025-05-09 09:23
Core Viewpoint - The 2024 Annual General Meeting of Hainan Yedao (Group) Co., Ltd. will address significant financial challenges, including a substantial decline in revenue and net profit, alongside a focus on governance and operational improvements [1][2][3]. Meeting Agenda - The meeting will cover the announcement of the meeting start, introduction of attendees, reading of meeting rules, and voting on various proposals [1][2]. - The meeting will be held on May 20, 2025, with both on-site and online voting options available [1][2]. Financial Performance - The company reported a revenue of 175.21 million yuan in 2024, a decrease of 21.97% compared to 2023 [3][4]. - The net profit attributable to shareholders was -136.14 million yuan, an improvement from -149.16 million yuan in the previous year [3][7]. - The total assets decreased by 15.09% to 886.39 million yuan, while net assets dropped by 55.71% to 108.36 million yuan [3][4]. Operational Challenges - The decline in revenue is attributed to poor market performance and delays in new product launches, particularly in the liquor and beverage segments [5][6]. - The company faced significant losses due to inventory write-downs and increased credit impairment losses [6][7]. Governance and Management - The board of directors emphasized the importance of maintaining shareholder rights and ensuring efficient meeting procedures [1][2]. - The company plans to enhance management controls, improve operational efficiency, and focus on core business development [15][16]. Proposals for Approval - Key proposals include the approval of the 2024 annual report, financial statements, and the decision not to distribute profits due to negative net profit [21][22]. - The independent directors and audit committee will present their reports for shareholder review [22][23]. Future Plans - The company aims to strengthen its internal control systems and improve communication with investors to foster better relationships [14][15]. - The board will focus on optimizing management practices and expanding financing channels to mitigate debt risks [15][16].
*ST龙宇: 上海龙宇数据股份有限公司2024年度内部控制评价报告
Zheng Quan Zhi Xing· 2025-05-09 09:02
公司代码:603003 公司简称:*ST 龙宇 上海龙宇数据股份有限公司 上海龙宇数据股份有限公司全体股东: 根据《企业内部控制基本规范》及其配套指引的规定和其他内部控制监管要求(以下简称企业内部 控制规范体系),结合本公司(以下简称公司)内部控制制度和评价办法,在内部控制日常监督和专项 监督的基础上,我们对公司2024年12月31日(内部控制评价报告基准日)的内部控制有效性进行了评 价。 一. 重要声明 按照企业内部控制规范体系的规定,建立健全和有效实施内部控制,评价其有效性,并如实披露内 部控制评价报告是公司董事会的责任。监事会对董事会建立和实施内部控制进行监督。经理层负责组织 领导企业内部控制的日常运行。公司董事会、监事会及董事、监事、高级管理人员保证本报告内容不存 在任何虚假记载、误导性陈述或重大遗漏,并对报告内容的真实性、准确性和完整性承担个别及连带法 律责任。 公司内部控制的目标是合理保证经营管理合法合规、资产安全、财务报告及相关信息真实完整,提 高经营效率和效果,促进实现发展战略。由于内部控制存在的固有局限性,故仅能为实现上述目标提供 合理保证。此外,由于情况的变化可能导致内部控制变得不恰当,或 ...
*ST通脉: 中通国脉通信股份有限公司2024年年度股东大会会议材料
Zheng Quan Zhi Xing· 2025-05-09 08:50
Core Viewpoint - The annual shareholder meeting of Zhongtong Guomai Communication Co., Ltd. (603559.SH) is scheduled for May 2025, focusing on governance, financial performance, and future strategies [1][4]. Meeting Agenda - The meeting will include the introduction of attending directors, supervisors, and other key personnel [2]. - Shareholders will review the 2024 Independent Director Work Report presented by current and former independent directors [2]. - The agenda includes voting on various proposals, including the Board of Directors' work report and the Supervisory Committee's work report [2][6]. Voting Process - The meeting will utilize both on-site and online voting methods, with specific time slots designated for each [1][6]. - Each share carries one vote, and shareholders must indicate their choice on the ballot [6]. Financial Performance - In 2024, the company reported a revenue of 355.43 million yuan, a 16.09% increase from 2023 [20]. - The total profit was -294.83 million yuan, with a net loss attributable to shareholders of -300.84 million yuan [20]. - Total assets increased by 55.93% to 1.68 billion yuan, while shareholders' equity surged by 1607.47% to 1.01 billion yuan [20]. Governance and Compliance - The Board of Directors held nine meetings during the reporting period, approving 36 proposals, ensuring compliance with relevant laws and regulations [7][11]. - The Supervisory Committee conducted five meetings, overseeing the company's operations and ensuring adherence to legal requirements [15][19]. Future Plans - The company aims to enhance internal control systems and improve compliance management in 2025 [12][14]. - There is a focus on strengthening investor relations and maintaining transparent communication with shareholders [11][14].
鄂股观察丨逸飞激光被实施ST,内控缺陷成焦点
Core Viewpoint - ST Yifei's stock price experienced a significant drop after resuming trading, attributed to internal control issues highlighted in the audit report by Lixin Accounting Firm, which raised concerns about the company's financial management and related party transactions [1][2]. Financial Performance - For the year 2024, ST Yifei reported revenue of 692 million yuan, a year-on-year decline of 0.74%, and a net profit of 24 million yuan, down 75.94% year-on-year. The net profit after deducting non-recurring items was 9.41 million yuan, a decrease of 87.57% [2]. - In the first quarter of 2025, the company achieved revenue of 236 million yuan, a year-on-year increase of 97.61%, while the net profit attributable to shareholders was 9.08 million yuan, down 42.7% [2]. Internal Control Issues - The audit report indicated significant deficiencies in ST Yifei's internal controls related to fundraising management and revenue recognition, leading to a negative opinion on the company's internal controls for the year 2024 [2][3]. - The company has initiated a comprehensive self-inspection and rectification process, revising and optimizing its fundraising management, internal audit, and financial reporting management systems [2]. Market Position and Future Outlook - ST Yifei has launched several new products in the new energy battery equipment sector, including high-speed assembly lines for square batteries and high-speed magnetic suspension cylindrical battery assembly lines [3]. - The company aims to strengthen its position in cylindrical all-tab battery equipment and expand into emerging fields such as solid-state batteries and sodium-ion batteries, while also improving internal controls and corporate governance [3].
晨鸣纸业2024年内部控制审计报告被出具否定意见
Xin Lang Zheng Quan· 2025-04-30 09:45
Core Insights - Shandong Chenming Paper Holdings Co., Ltd. has become the first A-share listed company to receive a negative audit opinion due to significant internal control deficiencies in 2024 [1][2] - The company's management has shown serious inadequacies in risk assessment and response mechanisms, leading to a failure in internal controls [1] Group 1: Internal Control Deficiencies - The audit report highlights a weak ability of management to identify operational and financial risks, lacking an effective risk warning mechanism [1] - Before the liquidity crisis in 2024, the company failed to take prudent measures, resulting in overdue borrowings and supplier payments totaling 1.656 billion yuan, which accounted for 18.09% of the latest audited net assets [1] - The internal control system has not provided reasonable assurance for the authenticity and completeness of financial reporting, particularly lacking checks and balances in risk response and decision-making processes [1] Group 2: Financial Performance Decline - In 2024, the company's operating revenue decreased by 14.58% to 22.729 billion yuan, with a net loss attributable to shareholders of 7.411 billion yuan, an increase of 478.38% year-on-year [3] - The core reasons for this decline include a collapse in the profitability of the main business, with a gross margin of only 1.53% for paper-making, and a negative gross margin of -12.91% for white cardboard [3] - The company's debt structure is heavily imbalanced, with short-term debt accounting for 86.5% and cash coverage ratio below 0.5%, significantly lower than the healthy level in the paper industry [3] Group 3: Strategic Missteps - The negative audit opinion reflects deeper governance issues and strategic decision-making failures, such as over-reliance on high leverage expansion and cross-industry financial operations [2] - The cross-industry financial operations initiated since 2014 have resulted in significant bad debts, with provisions for bad debts reaching 4.6 billion yuan, representing 51.7% of the book value [3] - The previous chairman's "integration of production and finance" model has exacerbated the funding chain break during the industry downturn, creating a vicious cycle of financial distress [3]
熊猫金控股份有限公司2025年第一季度报告
Core Viewpoint - Panda Gold Control Co., Ltd. reported a significant net loss for the year 2024, with a consolidated net profit of -537.34 million yuan, and a net profit attributable to shareholders of -474.46 million yuan, indicating a worsening financial situation compared to the previous year [3][16]. Company Overview - Panda Gold Control specializes in the fireworks industry, which is a traditional cultural industry in China, with 90% of global production and 80% of trade concentrated in the country [4][6]. - The company has a complete industry chain from raw materials to production and sales, with a notable increase in sales of trendy products driven by short video marketing [4][5]. Financial Performance - The company achieved an operating income of 323 million yuan in 2024, representing a year-on-year increase of 41.82%, but the net loss increased by 123.42% compared to the previous year [16]. - As of December 31, 2024, total assets were 313 million yuan, a decrease of 60.66% from the beginning of the year, and equity attributable to shareholders was 102 million yuan, down 82.25% [16]. Industry Trends - The fireworks and firecrackers industry is experiencing an upward trend in exports, with a total export volume of 408,396 tons and an export value of 826.86 million yuan in 2024, reflecting year-on-year increases of 12.3% and 14.5%, respectively [5]. - The industry is characterized by seasonal consumption patterns closely linked to traditional festivals, with peak sales during the Spring Festival [8]. Competitive Position - Panda Gold Control has established itself as a leading exporter of fireworks to the U.S. market, holding a market share of 9.30% and being a preferred supplier among mainstream importers [11]. - The company has achieved significant brand recognition in the domestic market, covering 90% of channels in restricted sales areas within two years of re-entering the domestic market [11]. Challenges and Risks - The company faces challenges due to a lack of proprietary factories, leading to a cost structure disadvantage and higher tax burdens compared to non-listed peers [12][14]. - The company is also exposed to risks related to external cooperation factories, which may affect supply chain stability and delivery reliability [14]. Regulatory Environment - New national standards for fireworks safety and quality have been implemented, increasing environmental requirements and pushing the industry to eliminate outdated production capacity [9]. - International regulations, such as the U.S. CPSC standards and EU REACH restrictions, have raised export barriers, compelling companies to enhance R&D and compliance capabilities [9].
安徽国元信托有限责任公司2024年度报告摘要
Company Overview - The company is named Anhui Guoyuan Trust Co., Ltd, with its legal representative being Xu Zhi [3][4] - The registered address is located in Hefei, Anhui Province, China [3] Governance Structure - As of the end of the reporting period, the total number of shareholders is 8, with the top three being Anhui Guoyuan Financial Holding Group Co., Ltd, China State Construction Capital Holdings Limited, and Anhui Wan Investment Management Co., Ltd [5] - The company has established a governance structure that includes a board of directors, a supervisory board, and senior management [5] Business Strategy - The company's operational philosophy emphasizes "lawful compliance and prudent operation," aiming to enhance core competitiveness while supporting the real economy and local development [6] - The long-term strategic goal is to become a leading trust financial institution rooted in local areas and serving a wide range of social investors [6] Business Operations - The main business segments include trust business and proprietary business, with trust business covering asset service trusts, asset management trusts, and charitable trusts [7] - The company aims to improve its business structure and asset allocation while focusing on risk management and innovation [6][7] Market Analysis - In 2024, China's GDP reached 134.9 trillion yuan, with a year-on-year growth of 5.0%, driven by strong performance in the equipment manufacturing and high-tech sectors [8] - The financial system in China has maintained stability, with monetary policy shifting towards moderate easing, resulting in historically low enterprise loan rates [9] Factors Affecting Business Development - Favorable factors include policy support, the growth of domestic wealth, and the company's strong asset quality [10] - Unfavorable factors include global economic slowdown and intense competition in the asset service trust market [12] Internal Control - The company has established a comprehensive internal control system involving various governance bodies to enhance operational management and risk prevention [13] - Continuous improvement of internal control measures has been implemented, including the establishment of new regulations and the enhancement of communication mechanisms [14][16] Risk Management - The company has developed a risk management framework that includes identifying, measuring, and controlling potential risks [22] - Specific measures are in place to manage credit risk, market risk, liquidity risk, and operational risk [23][24][25][26] Capital Management - As of the end of 2024, the company's net assets amounted to 1,069,194.67 thousand yuan, with net capital at 804,794.80 thousand yuan, exceeding regulatory standards [29]
名臣健康用品股份有限公司2025年第一季度报告
Core Viewpoint - The company, Mingchen Health Products Co., Ltd., has released its 2024 annual report summary, highlighting its business performance, financial status, and future development plans. The report indicates a shift in the company's business model from a single focus on daily chemical products to a dual focus that includes online gaming, following the acquisition of gaming companies in 2020 [1][4]. Group 1: Company Overview - Mingchen Health was established in 1994 and successfully listed on the Shenzhen Stock Exchange in December 2017. The company has transitioned to a dual business model, incorporating both daily chemical products and online gaming [4][5]. - The main products in the daily chemical segment include shampoos, conditioners, body washes, and skincare products, with a focus on consumer needs and product quality [5][8]. - In the gaming segment, the company operates through subsidiaries engaged in game development and publishing, with a commitment to creating high-quality games [6][9]. Group 2: Financial Performance - For the fiscal year 2024, the company reported a total revenue of 1.380 billion yuan, a decrease of 15.71% compared to the previous year. The operating profit was 31.33 million yuan, down 45.92%, and the net profit attributable to shareholders was 46.72 million yuan, a decline of 33.60% [31][34]. - The company plans to distribute a cash dividend of 0.5 yuan per share, totaling approximately 13.31 million yuan, without any capital reserve conversion [35][36]. Group 3: Future Outlook - The company has set a revenue target for 2025 between 1.5 billion to 1.8 billion yuan, representing a year-on-year growth of 8.70% to 30.44%. The net profit target for 2025 is set between 80 million to 120 million yuan, indicating a significant potential increase of 71.25% to 156.87% compared to 2024 [34][35]. - The company is also focusing on enhancing its internal control systems and has received a clean audit report for its internal controls, which reflects its commitment to maintaining operational integrity [39][40].