内部控制审计

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深交所发行上市审核问答汇总(最新)
梧桐树下V· 2025-07-30 10:00
Core Viewpoint - The article discusses the changes and updates in the Shenzhen Stock Exchange's (SZSE) listing review process following the implementation of the comprehensive registration system in February 2023, highlighting the importance of pre-communication and internal control audits for companies seeking to go public. Group 1: Pre-Communication Process - Pre-communication is a consultation service that allows issuers and intermediaries to discuss significant issues with the exchange before submitting their listing applications, enhancing transparency in the review process [2][3][4]. - Pre-communication is not a mandatory step for project acceptance and does not affect the submission of listing application documents [3][4]. - The exchange has revised its guidelines to improve the quality and efficiency of pre-communication, allowing various market participants to submit inquiries directly [6][7]. Group 2: Internal Control Audit Requirements - Companies planning to go public must provide an internal control audit report from a certified public accountant when submitting their application or updating financial data [8][10]. - The internal control audit must be conducted in accordance with specific guidelines to ensure the quality and effectiveness of the audit process [11][12]. - Companies already under review must also submit an internal control audit report when updating their annual financial data [10][11]. Group 3: Fundraising and Investment Focus - Companies must ensure that the funds raised are primarily directed towards their main business operations, as stipulated by the regulations [13][22]. - The definition of "main business" should be based on the revenue scale and stability of operations at the time of the fundraising proposal [14][22]. - Companies must provide a thorough justification for any new product investments, ensuring they align with existing business operations and do not present significant uncertainties [15][17]. Group 4: Regulatory Compliance and Reporting - The exchange has implemented stricter regulations to prevent companies from engaging in "clearing-style" dividends before going public, encouraging them to retain profits for growth [18][19]. - Companies must disclose any changes in the use of previously raised funds, ensuring compliance with the relevant regulations [20]. - Issuers with state-owned shareholders must clearly indicate this in their application materials and comply with specific disclosure requirements [21].
“戴帽”近三个月后ST华西董秘辞职 本人回应:是因为此前遭到深交所公开谴责处分
Mei Ri Jing Ji Xin Wen· 2025-07-28 14:09
Group 1 - ST Huaxi announced the resignation of Secretary of the Board Meng Haitao due to personal reasons, while he will continue to serve as a director, vice president, and CFO [1] - Meng Haitao's resignation follows a public reprimand from the Shenzhen Stock Exchange due to significant discrepancies between the company's 2024 profit forecast and the audited net profit [4][5] - The company has faced continuous losses over the past years, with cumulative losses of approximately 2.446 billion from 2020 to 2024, despite revenue growth in 2023 and 2024 [2] Group 2 - The company reported a major revision in its 2024 profit forecast, initially predicting a profit of 35 million but later adjusting it to a loss of 3.81 billion [2] - An internal control audit report issued by Sichuan Huaxin (Group) CPA firm expressed an inability to provide an opinion, leading to risk warnings on the company's stock [3] - The company’s stock faced significant declines, including a trading halt and nine consecutive days of limit-down after the release of the 2024 annual report [3]
ST凯利: 上海凯利泰医疗科技股份有限公司关于公司股票被实施其他风险警示相关事项的进展公告
Zheng Quan Zhi Xing· 2025-07-25 16:26
Group 1 - The company, Shanghai Kelly Medical Technology Co., Ltd., has received a warning regarding its stock due to an audit report from Zhonghua Accounting Firm, which issued an opinion of inability to express an opinion on the internal control of the financial report for the fiscal year 2024 [1][2] - According to the Shenzhen Stock Exchange's rules, the company is subject to risk warnings and may face delisting risk if the issues related to the audit report are not resolved [1][2] - The company has taken measures to address the issues raised in the audit report, including enhancing compliance awareness among board members and management, reviewing related party transactions, and establishing a whistleblower system to reduce fraud opportunities [2][3] Group 2 - The company is required to disclose progress updates at least once a month during the warning period until the issues are resolved or until a delisting risk warning is implemented [3] - The company emphasizes the importance of maintaining the interests of all shareholders, particularly minority shareholders, by improving internal controls and ensuring compliance [3]
杭州热电: 杭州热电集团股份有限公司2025年第二次临时股东大会会议资料
Zheng Quan Zhi Xing· 2025-07-21 11:45
Group 1 - The company is holding its second extraordinary general meeting of shareholders for 2025 on July 31, 2025, at 14:30, located at the Qulian Industrial Park, Hangzhou [5][6] - Shareholders and their representatives must register for the meeting by providing identification and relevant authorization documents, and only registered participants can vote [2][3] - The voting process will combine on-site and online voting, with each share granting one vote, and improper ballots will be considered as abstentions [3][5] Group 2 - The company proposes to reappoint Rongcheng Certified Public Accountants (Special General Partnership) as the auditing firm for the 2025 financial report and internal control, with an audit fee of 750,000 RMB [7][8] - Rongcheng Certified Public Accountants has a long history in the industry, originally established in 1988, and has been involved in auditing for numerous listed companies [8][9] - The auditing firm has been involved in 518 listed companies' annual report audits in 2024, with a total audit fee of approximately 620 million RMB [9]
ST新潮: 董事会关于无法表示意见的内部控制审计报告涉及事项的的专项说明
Zheng Quan Zhi Xing· 2025-07-04 16:33
Core Viewpoint - The board of Shandong Xinchao Energy Co., Ltd. expresses disagreement with the audit firm's inability to provide an opinion on the internal control audit report, asserting that they have provided sufficient documentation and cooperation during the audit process [1][2][17]. Group 1: Internal Control Audit Report - The audit firm, Lixin, issued an internal control audit report for the fiscal year 2024, stating it could not express an opinion due to insufficient evidence regarding oil and gas asset management, employee compensation, and royalty payments [1][2]. - The board claims to have provided 70 batches of documents totaling 14,553 files and facilitated 50 interviews to support the audit process [2][3]. Group 2: Oil and Gas Assets - The oil and gas assets in question are primarily held by the company's U.S. subsidiary in Texas, with accounting practices aligned with U.S. regulations and industry standards [2][3]. - The company has provided detailed asset lists and records based on the audit firm's requests, including information that deviates from typical industry practices [3][4]. Group 3: Employee Compensation - The board highlights that the employee compensation structure is market-driven, with total compensation representing only 5.03% of total revenue, and the average revenue per employee is 30.74 million RMB [11][12]. - The company has faced challenges in providing detailed employee compensation data due to privacy concerns and legal restrictions in the U.S. [10][11]. Group 4: Revenue Recognition - The revenue in question pertains to net income generated from oil and gas extraction and sales by the U.S. subsidiary, with total sales revenue reduced by royalties owed to mineral rights owners [12][13]. - The audit firm sent 17 confirmation letters to clients, covering 100% of the subsidiary's oil and gas sales revenue, with all responses received [12][13]. Group 5: Internal Control Deficiencies - The audit report identified significant deficiencies in internal controls related to the management of subsidiaries, particularly following revisions to the subsidiary management system [17][20]. - The board argues that the revisions do not weaken control over subsidiaries and comply with relevant laws and regulations [20]. Group 6: Future Measures - The company plans to enhance its internal control systems and conduct self-assessments to address the audit firm's concerns and improve compliance with regulatory requirements [20].
金力泰: 董事会审计委员会对会计师事务所2024年度履职情况评估及履行监督职责情况的报告
Zheng Quan Zhi Xing· 2025-07-01 16:40
Core Viewpoint - The audit committee of Shanghai Jinlitai Chemical Co., Ltd. has conducted an evaluation of the performance of the accounting firm for the year 2024, highlighting the appointment of Zhongxinghua Accounting Firm and the audit results, including the issuance of an audit report with a disclaimer of opinion on the financial statements and a negative opinion on internal controls [1][3]. Group 1: Basic Information of the Accounting Firm - Zhongxinghua Accounting Firm, established in 1993, is headquartered in Beijing and has 199 partners and 1,052 registered accountants as of December 31, 2024 [1]. - The firm had 522 registered accountants who signed audit reports for securities services in 2024 [1]. Group 2: Appointment Process of the Accounting Firm - The company held a series of meetings in December 2024, including the eighth board meeting and the first temporary shareholders' meeting, to approve the appointment of Zhongxinghua Accounting Firm for the 2024 financial report and internal control audit [2]. - The audit committee unanimously agreed to submit the proposal for the appointment to the board, with independent directors expressing their consent [2]. Group 3: Audit Performance of the Accounting Firm - Zhongxinghua conducted the audit in accordance with the auditing standards and communicated with the company's management regarding various aspects of the audit, including independence, audit team composition, risk assessment, and internal control [2]. - The firm issued a disclaimer of opinion on the financial statements and a negative opinion on the internal controls, along with special reports on non-operating fund occupation and related party transactions [3]. Group 4: Supervision by the Audit Committee - The audit committee reviewed the qualifications and professional capabilities of Zhongxinghua, concluding that the firm met the requirements for the annual audit and that the reasons for changing the accounting firm were appropriate [3]. - The committee emphasized the importance of timely and accurate reporting by the accounting firm and maintained effective communication throughout the audit process [5]. Group 5: Overall Evaluation - The audit committee adhered to relevant regulations and effectively supervised the accounting firm's performance, ensuring an independent and objective audit of the company's financial status and internal controls [5]. - The committee recognized Zhongxinghua's commitment to fair and objective auditing practices, reflecting good professional ethics and business quality [5].
冠城新材: 北京大成(福州)律师事务所关于冠城大通新材料股份有限公司2024年年度股东大会法律意见书
Zheng Quan Zhi Xing· 2025-06-27 16:23
Core Viewpoint - The legal opinion letter from Beijing Dentons (Fuzhou) Law Firm confirms the legality of the procedures and results of the 2024 annual general meeting of shareholders for Crown City New Materials Co., Ltd. [1][2][8] Group 1: Meeting Procedures - The annual general meeting was proposed and convened by the board of directors, with the notice and proposal content announced on June 7, 2025 [3]. - The meeting was conducted through a combination of on-site and online voting, held at Crown City Plaza [3][4]. - The meeting adhered to the relevant laws, regulations, and the company's articles of association regarding the convening and holding procedures [3][4]. Group 2: Attendance and Voting - A total of 315 participants attended the meeting, representing 515,722,368 shares, which is 37.83% of the total voting shares [4]. - Online voting involved 312 shareholders, representing 27,120,906 shares, accounting for 1.99% of the total voting shares [4]. - The qualifications of the attendees and the convenor were confirmed to be valid and in compliance with legal requirements [5]. Group 3: Proposals and Voting Results - The meeting included seven proposals for voting, which were consistent with the notice provided [6][8]. - The voting results showed that all proposals were approved, with significant support for the annual reports and financial statements [6][7]. - Specific proposals required separate voting for minority investors, which also passed successfully [7][8].
福成股份: 福成股份:内控审计部制度
Zheng Quan Zhi Xing· 2025-05-26 08:16
Core Viewpoint - The internal control audit system of Hebei Fucheng Wufeng Food Co., Ltd. aims to enhance the efficiency and effectiveness of internal control audits, ensuring compliance with relevant laws and regulations while promoting corporate governance and value creation [1][2]. Group 1: Internal Control Audit Objectives - The internal control audit is an independent and objective activity that evaluates the appropriateness and effectiveness of the company's business activities, internal controls, and risk management [1][2]. - The internal control audit department (referred to as "Audit Department") is established to maintain independence and is not subordinate to the finance department [1][2]. Group 2: Responsibilities of the Audit Department - The Audit Department is responsible for formulating internal audit management systems, conducting comprehensive checks on economic and management activities, and providing improvement suggestions [2][6]. - The Audit Department reports to the Board of Directors' Audit Committee and is responsible for the audit work of all subsidiaries and branches [2][5]. Group 3: Personnel Requirements - The company must equip the Audit Department with personnel who possess the necessary professional ethics, capabilities, and experience [3][4]. - Audit personnel must maintain independence and avoid conflicts of interest, ensuring objective execution of their duties [3][5]. Group 4: Audit Procedures and Reporting - The Audit Department must submit an annual audit work plan to the Audit Committee one month before the end of each year and a report on the audit work within two months after the year-end [6][7]. - Audit findings related to significant issues such as asset acquisitions, related transactions, and compliance must be reported quarterly to the Audit Committee [7][8]. Group 5: Rights and Powers of the Audit Department - The Audit Department has the authority to independently determine the scope and objects of audits, access all company documents, and request necessary information from audited units [8][9]. - The Audit Department can propose penalties for personnel involved in violations and recommend legal actions for serious offenses [9][13]. Group 6: Information Disclosure - The Audit Committee must issue an annual internal control evaluation report based on the Audit Department's findings, which includes the overall situation of internal control evaluation and any identified deficiencies [14][38]. - The company must disclose the internal control evaluation report alongside its annual report, ensuring transparency regarding the effectiveness of internal controls [14][39].
广东省高速公路发展股份有限公司2024年年度股东大会决议公告
Shang Hai Zheng Quan Bao· 2025-05-21 18:57
Meeting Details - The annual general meeting of Guangdong Provincial Highway Development Co., Ltd. is scheduled for May 21, 2025, at 3:00 PM [1] - The meeting will be held at the company's conference room located at 32 Zhujiang East Road, Guangzhou [3] - The meeting will combine on-site voting and online voting [4] Attendance - A total of 249 shareholders and their proxies attended the meeting, representing 1,286,824,551 shares, which is 61.5468% of the total voting shares [6] - Among them, 47 attended the on-site meeting, representing 1,068,226,276 shares (51.0916% of total voting shares), while 202 participated via online voting, representing 218,598,275 shares (10.4552% of total voting shares) [6] Proposal Voting Results - The proposal for the 2024 financial settlement report was approved with 1,286,643,751 votes in favor, accounting for 99.9860% of the votes cast [9] - The proposal for the 2024 profit distribution plan received 1,286,746,751 votes in favor, representing 99.9940% [12] - The proposal for the 2025 comprehensive budget was approved with 1,253,127,803 votes in favor, which is 97.3814% [16] - The proposal for the 2024 board of directors' work report was approved with 1,286,643,551 votes in favor, accounting for 99.9859% [19] - The proposal for the 2024 supervisory board work report received 1,286,643,051 votes in favor, representing 99.9859% [22] - The proposal for the 2024 annual report and its summary was approved with 1,286,644,151 votes in favor, accounting for 99.9860% [25] - The proposal for the 2025 investment plan received 1,250,074,212 votes in favor, which is 97.1441% [27] - The proposal for increasing investment in the Ji Guang Expressway project was approved with 253,740,860 votes in favor, representing 99.8679% [28] - The proposal for issuing medium-term notes received 1,286,675,251 votes in favor, accounting for 99.9884% [29] Legal Opinions - The legal opinions provided by Guangdong Lianyue Law Firm confirmed that the meeting's procedures and voting results comply with relevant laws and regulations [33] Future Meetings - The company will hold its first temporary shareholders' meeting on June 6, 2025, at 3:30 PM [74] - The meeting will also utilize a combination of on-site and online voting [76]
上市公司实控人突遭留置并立案,3天前闪电辞职!
21世纪经济报道· 2025-05-20 15:20
Core Viewpoint - ST Huaxi is facing significant challenges, including a continuous decline in stock price and legal issues involving its actual controller, which raises concerns about the company's future performance and governance [1][4][5]. Group 1: Company Governance and Management Changes - ST Huaxi's actual controller, Li Renchao, has been placed under detention and is under investigation, leading to a change in leadership with Huang Youquan being appointed as the new chairman and president [1][4]. - The company asserts that the board's operations remain normal and that there has been no change in control, emphasizing that production and operational activities are unaffected [4][5]. Group 2: Financial Performance and Stock Price Decline - The stock price of ST Huaxi has experienced a drastic decline, with a cumulative drop of over 43% from April 28 to May 20, falling from 4.02 yuan per share to 2.28 yuan per share [5][6]. - The company has reported continuous losses over the past five years, with total losses exceeding 2.4 billion yuan from 2020 to 2024, and a revenue decline of 15.15% year-on-year in Q1 2024 [7].