中国境外上市内部监控

The senior executives take individual responsibility for the accuracy and completeness of corporate financial reports. It is the interaction of external auditors and corporate audit committees, and specifies the responsibility of corporate officers for the accuracy and validity of corporate financial reports. It enumerates specific limits on the behaviors of corporate officers and describes specific forfeitures of benefits and civil penalties for non-compliance. The Section 302 of Sarbanes Oxley Act requires that the company's "principal officers" includong the Chief Executive Officer (CEO) and Chief Financial Officer (CFO) certify and approve the integrity of their company financial reports quarterly.

It further enhanced reporting requirements for financial transactions, including off balance- sheet transactions, pro-forma figures and stock transactions of corporate officers. It requires internal controls for assuring the accuracy of financial reports and disclosures, and mandates both audits and reports on those controls. It also requires timely reporting of material changes in financial condition and specific enhanced reviews by the SEC or its agents of corporate reports.

In the future, investors will see new reports from management and auditors about whether adequate internal control over financial reporting is in place. This information is important to investor. Then the investor place a much higher premium on the Shane price of those companies which made a effective internal control over its financial reporting.

Sarbanes Oxley Section 404 Compliance – Entity Level control

CRM provide SOX compliance services for both private owned stated owned and foreigner owned listed companies in China. Through these services, we can assist you retain the confidence of investors, manage your risk, enhance your controls and achieve your potential goal.

• Integrity and ethics

 Establish and Implement code of conduct

 Collecting employee Acknowledgement

 Communicate to management and Employees

 Providing Internal training on Sox Guideline

 Establish a culture based on honest and integrity with employees, vendors, customers, creditors and investors

• Tone at the top

~ Setting tone at the top

 Establishing of employee handbook

 Maintaining established financial controls and systems for internal controls

 Taking remedial action if necessary

 Setting forth an environment of continued improvement in control

• Management’s operating style

 Reviewing of management’s operating style

 Obtain written consent about the action by unanimous of board of directors

• Management’s commitment to competence

 Review of management’s commitment to competence

 Assist in training of senior management

• Board of directors and governance and oversight

 Assist in establish Audit committee and audit committee chapter

 Prepare necessary meeting and minutes

• Board of director, questionnaire and result

 Conducting section 16 compliance program

• Audit committee and governance and oversight

 Reviewing of audit committee and governance

 Conduct meeting & prepare minute for compensation committee

• Organization structure and responsibilities

• Human resources and policies

 Establishing of delegation and approval matrix

 Preparing of new hire checklist, employee handbook

Sarbanes Oxley Section 404 Compliance – Process Level Control

CRM evaluated the approach utilized by US public companies to provide managements assessment of the effectiveness of internal control over financial reporting.

Spastically, CRM evaluated the compliance activities.

Spastically, CRM evaluated the compliance activities.

• Identification of significant financial statement account

• Preparation of financial statement risk assessment

• Definition of significant processes supporting the financial reporting function

• Preparation of an entity level risk assessment

• Documentation of information flows, policies and procedures of the significant processes

• Identification of key control

• Development of test plans to access control design effectiveness

• Identification of control gaps and weaknesses

• Remediation of control gaps and weaknesses

• Reporting and corresponding to the external audito