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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]
卓胜微: 内部审计制度
Zheng Quan Zhi Xing· 2025-06-30 17:06
江苏卓胜微电子股份有限公司 第二章 一般规定 第一章 总则 第四条 公司在董事会下设立审计委员会,审计委员会成员应为不在公司担任高级管理人员的 董事,其中独立董事应当过半数,并由独立董事中会计专业人士担任召集人。 第一条 为了规范江苏卓胜微电子股份有限公司(下称"公司")内部审计工作,提高内部审计 工作质量,保护投资者合法权益,依据有关法律、法规、规章和证券交易所的相关规定,制定本制 度。 第二条 本制度所称内部审计,是指由公司内部机构或人员,对公司内部控制和风险管理的有 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,是指公司董事会、审计委员会、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)遵守国家法律、法规、规章及其他相关规定; (二)提高公司经营的效率和效果; (三)保障公司资产的安全; (四)确保公司信息披露的真实、准确、完整和公平。 第五条 公司设立内部审计机构,对公司的业务活动、风险管理、内部控制、财务信息等事 项进行监督检查。内部审计机构对董事会负责,向审计委员会报告工作。内部审计机构在对公司 业务活动、风险管理 ...
春兰股份: 春兰股份董事会审计委员会工作细则
Zheng Quan Zhi Xing· 2025-06-30 16:23
General Provisions - The audit committee of Jiangsu Chunlan Refrigeration Equipment Co., Ltd. is established to enhance the supervision of financial information, internal control, and auditing processes, ensuring compliance with relevant laws and regulations [1][2] - The audit committee is responsible for reviewing financial information, supervising internal and external audits, and providing decision-making support to the board of directors [1][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][3] - Members must possess the necessary professional knowledge and experience to effectively oversee auditing processes and ensure accurate financial reporting [2][3] Responsibilities and Authority - The main responsibilities of the audit committee include reviewing financial information, supervising external audits, evaluating internal audits, and ensuring effective internal controls [5][6] - The committee has the authority to propose the hiring or dismissal of external auditors and to oversee the audit process [6][7] Decision-Making Procedures - The audit committee must meet at least quarterly and can convene additional meetings as necessary, ensuring that all members are informed and able to participate [14][15] - Decisions made by the committee require a majority vote from the members present at the meeting [15] Reporting and Accountability - The audit committee is required to report its findings and recommendations to the board of directors, ensuring transparency and accountability in its operations [14][15] - The committee has the right to request information from external auditors and other relevant personnel to fulfill its oversight responsibilities [15][16]
锦江在线: 锦江在线董事会审计与风控委员会工作细则
Zheng Quan Zhi Xing· 2025-06-27 16:26
上海锦江在线网络服务股份有限公司 第一条 为完善公司治理结构,提高董事会科学决策能力,做到事前审计、专业审计, 确保董事会对经营层的有效监督,根据《中华人民共和国公司法》 (以下简称"《公司法》" )、 《上市公司治理准则》 《上市公司独立董事管理办法》《上海证券交易所上市公司自律监管指 引第 1 号——规范运作》和其他有关法律、行政法规、部门规章、规范性文件(以下合称"法 律法规")及《上海锦江在线网络服务股份有限公司章程》(以下简称"《公司章程》")的有 关规定,制定本工作细则。 第二条 董事会审计与风控委员会(以下简称"审计与风控委员会")是董事会设立的 专门工作机构,行使《公司法》规定的监事会的职权,对董事会负责。 第二章 人员组成 第三条 审计与风控委员会成员由三至五名董事组成,成员应当为不在公司担任高级管 理人员的董事,其中独立董事应当过半数且至少有一名独立董事为会计专业人士。董事会成 员中的职工代表可以成为审计与风控委员会成员。 审计与风控委员会成员应当具备履行公司审计与风控委员会工作职责的专业知识和经 验。 董事会审计与风控委员会工作细则 第一章 总 则 第四条 审计与风控委员会委员由董事长、 ...
ST百灵: 关于深圳证券交易所2024年年报问询函回复的公告
Zheng Quan Zhi Xing· 2025-06-26 16:39
Core Viewpoint - Guizhou Bailing Pharmaceutical Group Co., Ltd. received an inquiry letter from the Shenzhen Stock Exchange regarding its 2024 annual report, highlighting issues related to the audit opinion and internal control deficiencies [1][2]. Financial Performance - The company reported a revenue of 3.825 billion yuan in 2024, a decrease of 10.26% year-on-year. However, the net profit attributable to shareholders was 33.62 million yuan, an increase from a net loss of 82.44 million yuan in the previous year, marking an 81.33% improvement [25][26]. - The operating cash flow was 9.02 million yuan, a significant decrease of 92.83% compared to the previous year [25]. Audit Opinion - The annual auditor, Tianjian Accounting Firm, issued a qualified opinion on the 2024 financial report due to insufficient evidence regarding the realizable net value of certain raw materials and the recognition of sales expenses from the previous year [1][2][10]. - The audit highlighted two main issues: disputes over shareholding ratios with minority shareholders and ongoing investigations by the China Securities Regulatory Commission [1][2]. Inventory Valuation - The company assessed the realizable net value of its inventory, specifically a type of traditional Chinese medicine, based on a 10-year shelf life, concluding that there were no impairment signs [3][5]. - The inventory included 883.84 tons of raw materials, with a calculated impairment provision of approximately 58.38 million yuan [4][5]. Internal Control Issues - The company identified 288 million yuan in sales expenses that were not recorded in previous years, attributed to insufficient accruals and communication issues with sales offices and agents [5][6]. - Following a negative internal control audit opinion in 2023, the company implemented corrective measures, resulting in a new audit report for 2024 that indicated the elimination of previous deficiencies [16][18]. Legal Disputes - The company is involved in legal disputes regarding the shareholding of its subsidiary, He Ren Tang Pharmaceutical Co., Ltd., with ongoing litigation concerning the ownership of 40% of the shares [6][7]. - The company has taken legal action to contest a court ruling that awarded shares to a minority shareholder, and the case is currently under review [6][7]. Customer and Supplier Concentration - The top five customers accounted for 39.13% of total sales, while the top five suppliers represented 46.05% of total purchases, indicating a high concentration risk [25][26].
ST百灵: 北斗星律师事务所关于公司2023年度内部控制否定意见涉及事项影响已消除的专项核查意见
Zheng Quan Zhi Xing· 2025-06-26 16:39
Core Viewpoint - Guizhou BaiLing Pharmaceutical Group Co., Ltd. has addressed the issues raised in the 2023 internal control audit report, and the impact of the negative opinion has been eliminated, allowing the company to meet the conditions for the removal of risk warnings on its stock [3][4][6]. Group 1: Internal Control Audit Findings - The 2023 internal control audit report indicated significant deficiencies in the company's internal controls related to sales expenses, including delays in expense recognition and incomplete confirmations [6][9]. - The company has implemented a series of corrective measures to enhance internal controls and ensure compliance with relevant regulations [6][8]. Group 2: Compliance and Rectification Measures - The company has established a compliance management department and engaged third-party consulting firms to optimize internal controls and rectify deficiencies [7][8]. - Continuous training for relevant personnel has been emphasized to strengthen governance and prevent violations [8]. Group 3: Current Status and Future Outlook - As of December 31, 2024, the company maintained effective internal controls over financial reporting in all material respects [4][6]. - The company has confirmed that it does not meet any conditions that would require additional risk warnings under the Shenzhen Stock Exchange listing rules [5][6].
海鸥住工: 董事会审计委员会实施细则(2025年06月)
Zheng Quan Zhi Xing· 2025-06-25 19:45
General Principles - The establishment of the Audit Committee aims to enhance the decision-making function of the Board of Directors, ensuring effective supervision of management and improving corporate governance structure [2][4] - The Audit Committee is a specialized working body set up by the Board of Directors, responsible for reviewing financial information, supervising internal and external audits, and evaluating internal controls [2][5] Composition of the Committee - The Audit Committee consists of four directors who are not senior management, with a majority being independent directors, including at least one accounting professional [4] - The committee members are nominated by the Chairman or a majority of independent directors and elected by the Board [4][5] - The term of the Audit Committee aligns with that of the Board, and members can be re-elected [4][5] Responsibilities and Authority - The main responsibilities include reviewing financial information, supervising internal controls, and exercising the powers of the supervisory board as stipulated by law [5][9] - Certain matters require the approval of a majority of the committee before being submitted to the Board, including financial report disclosures and hiring or firing external auditors [5][9] - The committee is responsible for reporting on the progress and quality of internal audits and any significant issues discovered [11][12] Meetings and Procedures - The Audit Committee must hold at least one regular meeting each quarter, with additional meetings called as necessary [15] - Meetings require the presence of at least two-thirds of the committee members to be valid, and decisions must be approved by a majority [23] - Meeting records must be kept for at least ten years, and all members have confidentiality obligations regarding the discussed matters [27][29] Internal and External Audit Coordination - The committee supervises and evaluates both internal and external audit work, ensuring effective coordination between them [7][10] - It has the authority to propose the hiring or replacement of external auditors and to evaluate their performance annually [10][14] Reporting and Accountability - The Audit Committee must provide written evaluations of the effectiveness of internal controls to the Board and report any significant issues or irregularities [9][14] - In cases of major internal control deficiencies or financial misconduct, the committee is responsible for overseeing corrective actions and internal accountability measures [11][14] Implementation and Amendments - The implementation rules of the Audit Committee take effect upon approval by the Board and are subject to interpretation and revision by the Board [18]
*ST通脉: 中通国脉通信股份有限公司关于上海证券交易所对公司2024年年度报告的信息披露监管工作函回复的公告
Zheng Quan Zhi Xing· 2025-06-23 11:30
Core Viewpoint - Zhongtong Guomai Communication Co., Ltd. has applied to the Shanghai Stock Exchange to revoke the delisting risk warning and other risk warnings, as the conditions triggering these warnings have been eliminated [1][2]. Financial Reporting and Audit - The company received an audit report for the 2023 annual report that was unable to express an opinion due to limitations in the confirmation procedures for accounts receivable, inventory, and revenue [1][2]. - The 2024 annual report is expected to receive a standard unqualified audit opinion, as the issues affecting the 2023 report have been resolved [1][2]. - The company has established a special collection team to expedite the recovery of accounts receivable and has achieved a response rate of 80%-90% for major items [1][2]. Audit Procedures - The audit procedures for accounts receivable included verifying the validity and accuracy of contracts, invoices, and related documents, as well as assessing the adequacy of bad debt provisions [2][3]. - For inventory, the audit involved physical verification and assessment of net realizable value to ensure proper impairment provisions [2][3]. - Revenue recognition was audited by verifying contracts, invoices, and related documents, and ensuring compliance with accounting standards [3][4]. Specific Audit Findings - For the 2023 fiscal year, the reported amounts for accounts receivable, revenue, and inventory were as follows: - Accounts Receivable: CNY 602.82 million, with a confirmation response rate of 77.71% [4]. - Revenue: CNY 306.18 million, with a confirmation response rate of 82.43% [4]. - Inventory: CNY 378.90 million, with a confirmation response rate of 70.72% [4]. - The 2024 fiscal year showed an increase in reported amounts: - Accounts Receivable: CNY 793.81 million, with a confirmation response rate of 80.04% [6]. - Revenue: CNY 355.43 million, with a confirmation response rate of 81.65% [6]. - Inventory: CNY 242.22 million, with a confirmation response rate of 74.27% [6]. Adjustments and Corrections - The company has made retrospective adjustments to financial statements for the years 2015-2023 due to errors in revenue and cost recognition, impacting net profit and other financial metrics [15][17]. - Specific adjustments included a reduction in revenue of CNY 2.40 million and a reduction in net profit of CNY 6.14 million due to unrecognized income from certain projects [15][17]. - The company has also recognized impairment losses on inventory amounting to CNY 24.93 million, reflecting a more cautious approach to inventory valuation [18].
*ST通脉: 中兴华会计师事务所(特殊普通合伙)关于中通国脉通信股份有限公司2024年年度报告的信息披露监管工作函的专项说明-中兴华报字(2025)第010573号
Zheng Quan Zhi Xing· 2025-06-23 11:30
Core Viewpoint - Zhongtong Guomai Communication Co., Ltd. has successfully completed its bankruptcy reorganization in 2024, which has improved the efficiency of confirmation procedures for major financial items, leading to a significant increase in the response rate for confirmations of accounts receivable, inventory, and revenue [1][4]. Financial Performance - The company reported accounts receivable of approximately 602.82 million yuan, revenue of about 306.18 million yuan, and inventory of around 378.90 million yuan for the previous year [3]. - For 2024, the reported figures increased to approximately 793.81 million yuan in accounts receivable, 355.43 million yuan in revenue, and 242.22 million yuan in inventory [5]. Confirmation Procedures - In 2023, the confirmation amounts for accounts receivable were approximately 503.69 million yuan, with a response rate of 83.56%, while the response rate for revenue confirmations was 88.72% [3]. - In 2024, the confirmation amounts increased to about 688.02 million yuan for accounts receivable, with a response rate of 86.67%, and 92.09% for revenue confirmations [5]. Audit Procedures - The audit procedures included detailed testing of accounts receivable, inventory, and revenue, with significant portions of the amounts confirmed through contracts, invoices, and acceptance documents [1][5]. - The audit team spent approximately four months on-site, involving over 20 personnel [1]. Adjustments and Corrections - The company made retrospective adjustments to its financial statements for the years 2017 to 2023, correcting errors related to accounts receivable, inventory, accounts payable, revenue, and net profit [1][4]. - Specific measures were taken to improve the collection of overdue accounts, including the establishment of a special collection team and regular reconciliation with clients [12][13].