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沈阳化工: 沈阳化工股份有限公司董事会审计委员会议事规则
Zheng Quan Zhi Xing· 2025-08-01 16:10
Core Points - The article outlines the rules and responsibilities of the Audit Committee of Shenyang Chemical Co., Ltd, emphasizing the importance of internal control and effective supervision of the management team [2][3][4] Group 1: General Provisions - The Audit Committee is established to enhance the decision-making function of the board and ensure effective supervision of the management [2] - The committee is responsible for communication, supervision, and verification of internal and external audits, reporting directly to the board [2][3] - The company must provide necessary resources and support for the Audit Committee to perform its duties effectively [4] Group 2: Composition of the Committee - The Audit Committee consists of five members, including three independent directors, with an accounting professional serving as the chairperson [4] - Members must possess relevant professional knowledge and experience, ensuring they can effectively supervise and evaluate audit work [4][5] - The term of the Audit Committee aligns with that of the board, with independent directors limited to a maximum of six consecutive years [5] Group 3: Responsibilities and Authority - The committee's main responsibilities include evaluating compliance with laws and regulations, overseeing financial reporting, and guiding risk management and internal control systems [6][7] - It is tasked with reviewing financial reports, auditing plans, and ensuring effective communication between internal and external auditors [6][7][8] - The committee has the authority to propose the hiring or dismissal of external auditors and to report significant issues to the board [7][8] Group 4: Meeting Procedures - The Audit Committee must meet at least quarterly, with additional meetings called as necessary [26] - Meetings require the presence of at least two-thirds of the members to be valid [26] - The committee is responsible for maintaining accurate records of meetings and decisions made [34][36] Group 5: Reporting and Accountability - The Audit Committee must report its activities and findings to the board, including any significant issues or risks identified [12][21] - It has the authority to initiate investigations into financial misconduct and to recommend corrective actions [12][21] - The committee can also call for a temporary shareholders' meeting if necessary [23][24]
瑞联新材: 内部控制制度 (2025年7月)
Zheng Quan Zhi Xing· 2025-07-28 16:39
西安瑞联新材料股份有限公司 内部控制制度 西安瑞联新材料股份有限公司 内部控制制度 第一章 总则 第一条 为加强西安瑞联新材料股份有限公司(以下简称"公司")内部控制,促进 公司规范运作和健康发展,保护投资者合法权益,根据《中华人民共和国 公司法》《中华人民共和国证券法》《上海证券交易所科创板上市公司自 律监管指引第 1 号——规范运作》 《西安瑞联新材料股份有限公司章程》(以 下简称《公司章程》),并参照《企业内部控制基本规范》等相关法律、 行政法规、部门规章的规定,结合公司实际情况,制定本制度。 第四条 本制度适用于公司及控股子公司。 第二章 基本要求 第二条 本制度所称内部控制是指公司董事会、高级管理人员及其他有关人员为实 现下列目标而提供合理保证的过程: (一) 确保国家法律、法规、规章和公司内部规章制度的贯彻执行; (二) 提高公司经营的效益及效率,提升公司质量,增加对公司股东的回 馈; (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 公司应按照本制度的要求及有关主管部门的相关内部控制规定,根据自身 经营特点和所处环境,制定内部控制制度。 公司董事会应 ...
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].
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
厦门延江新材料股份有限公司 董事会审计委员会工作细则 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》、 《中华 人民共和国证券法》、《上市公司治理准则》、公司章程及其他有关规定,公司特 设立董事会审计委员会,并制定本工作细则。 第二条 董事会审计委员会是董事会按照股东会决议设立的专门工作机构, 审计委员会工作规程由董事会负责制定。审计委员会行使《公司法》规定的监事 会的职权,依照《公司章程》的规定和本工作细则的职责范围履行职责,独立工 作不受公司其他部门或个人的干预。 第二章 人员组成 第三条 审计委员会成员由三名董事组成,其中独立董事占多数,委员中至 少有一名独立董事为会计专业人士,且审计委员会成员应当为不在公司担任高级 管理人员的董事。 第四条 审计委员会委员由董事长、二分之一以上独立董事或全体董事三分 之一以上(包括三分之一)提名,并由董事会选举产生。 选举委员的提案获得通过后,新任委员在董事会会议结束后立即就任。 第五条 审计委员会设主任委员(召集人)一名,由独立董事委员担任,负 责主持委员会工作;主任 ...
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]