第一章 总则 第一条 为加强杭州钢铁股份有限公司（以下简称"公司"）内部控制，完 善公司治理，强化董事会决策功能，确保董事会对经理层的有效监督，明确董事 会审计委员会（以下简称"审计委员会"或"委员会"）的职责，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》《上海证 券交易所股票上市规则》（以下简称"《上市规则》"）《上海证券交易所上市 公司自律监管指引第 1 号——规范运作》《杭州钢铁股份有限公司章程》（以下 简称"《公司章程》"）及其他有关规定，制定本条例。 第二条 审计委员会是董事会设立的专门委员会，是董事会的常设监督机构， 向董事会负责并报告工作。 第三条 审计委员会成员应当勤勉尽责，切实有效地监督、评估公司内外部 审计工作，促进公司建立有效的内部控制并提供真实、准确、完整的财务报告。 第四条 公司应当为审计委员会提供必要的工作条件。审计委员会履行职责 时，公司管理层及相关部门应当给予配合。 第二章 人员组成 第五条 审计委员会成员为 3 名，为不在公司担任高级管理人员的董事，其 中独立董事 2 名，且至少有 1 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 ...

Core Viewpoint - The document outlines the internal audit system of Xinhua Du Technology Co., Ltd., emphasizing the importance of independent and objective supervision of financial activities, internal controls, and risk management to enhance corporate governance and achieve organizational goals [1][2]. Group 1: Internal Audit Objectives and Responsibilities - The internal audit aims to independently supervise and evaluate the company's financial activities, internal controls, and risk management [1]. - The audit department is responsible for assessing the completeness, rationality, and effectiveness of internal control systems across the company and its subsidiaries [10]. - The audit department must report at least quarterly to the board or audit committee on the internal audit plan execution and any issues discovered [7]. Group 2: Audit Procedures and Implementation - The audit department must prepare an annual audit work plan based on the board's requirements and the company's specific situation [16]. - Auditors are required to document audit evidence clearly and completely, ensuring its sufficiency, relevance, and reliability [13]. - The audit report must include the scope, findings, evaluations, conclusions, and recommendations, along with supporting materials [18]. Group 3: Audit Authority and Compliance - The audit department has the authority to request relevant documents and data from audited units and participate in related meetings [14]. - Audited units must comply with the audit department's decisions and recommendations [15]. - The audit department is tasked with evaluating the effectiveness of internal controls related to significant financial activities, including fundraising and asset transactions [20][10]. Group 4: Consequences of Non-Compliance - Violations of laws, regulations, or internal policies can lead to economic penalties or termination of employment for individuals involved [30][31]. - Internal auditors who engage in misconduct or fail to maintain confidentiality may face disciplinary actions [32]. Group 5: Miscellaneous Provisions - The internal audit system is subject to relevant laws and the company's articles of association, with the audit department holding the interpretation rights [34][35].

Group 1 - The company aims to strengthen internal control and promote standardized operations and healthy development to protect investors' rights and interests [2][3] - The definition of "controlling subsidiaries" includes companies established according to the company's strategic planning and core competitiveness needs, with independent legal status [2][3] - The management principles for controlling subsidiaries focus on establishing effective control mechanisms for governance structure, assets, and resources to enhance overall operational efficiency and risk resistance [2][3][4] Group 2 - The establishment of controlling subsidiaries must comply with national laws and regulations, align with the company's development strategy, and prevent blind expansion [3][4] - The governance structure of controlling subsidiaries requires careful exercise of rights, participation in board decisions, and timely reporting of significant matters to the parent company [4][5] - The company will recommend directors and senior management to controlling subsidiaries to ensure governance and oversight [5][6] Group 3 - Controlling subsidiaries must adhere to standardized operations and comply with relevant laws and regulations, including the Shenzhen Stock Exchange listing rules [2][3][4] - The company has the right to audit and review the operations and finances of controlling subsidiaries, ensuring compliance with internal control systems [28][29] - Performance evaluations for controlling subsidiaries will be conducted annually, with rewards or penalties based on the achievement of operational targets [32][33]

Core Viewpoint - The company, Jimin Health, is facing significant financial losses due to a scandal involving the forgery of company seals by its vice president, He Qinghong, which has led to legal disputes with distributors and a projected loss of 28.32 million yuan for 2024 [1]. Financial Impact - Jimin Health reported a net profit loss of 59.71 million yuan for 2024, which is similar to the previous year's losses, and the expectation of reducing losses by approximately 50 million yuan has not materialized [1]. - The sales revenue generated by He Qinghong's team amounted to approximately 117 million yuan, representing about 7% of the company's total revenue during 2023 and 2024 [5]. Legal and Management Issues - The company is under scrutiny for its internal control and management practices, particularly regarding the unauthorized signing of contracts by a high-ranking executive [5][6]. - Legal experts suggest that the contracts signed under the forged seals may still be considered valid, placing the company at risk of having to fulfill its obligations to the distributors [8][9]. Company Response and Future Measures - Jimin Health has stated its intention to improve governance and internal controls to prevent similar incidents in the future [5]. - The company has terminated He Qinghong's employment following the revelation of the scandal [4]. Contractual Obligations - The disputed supplementary agreement allows distributors to return products and claim a 10% compensation for funds occupied if sales targets are not met within a specified period [7]. - Legal opinions indicate that the company may be held liable for the actions of its employees, even if those actions involve criminal misconduct [8][9].