会协字[1996]457号
颁布日期：19961226 　实施日期：19970101 　颁布单位：中国注册会计师协会

　　Chapter 1 General provisions

　　Article 1

　　This pronouncement is prepared in accordance with the General Independent Auditing² Standard to establish standards for Certified³ Public Accountants （“CPAs”） on the preparation and issuance of management letters in the audit¹ of financial statements.

　　Article 2

　　The term “management letter” in this pronouncement refers to any written recommendation made by the CPA with respect to material internal control weaknesses identified during the audit， which may result in material misstatements or omissions⁴ in the entity⁵'s financial statements.

　　Article 3

　　This pronouncement is not applicable when the CPA accepts the engagement specifically to perform an examination on the internal controls and to provide management with recommendations.

　　Chapter 2 General principles

　　Article 4

　　The CPA should inform the entity's management of the material internal control weaknesses identified during the audit. If necessary， a management letter may be issued.

　　The CPA may inform the entity's relevant staff verbally， or by other appropriate means， of general problems with the internal controls identified during the audit.

　　Article 5

　　The CPA should document internal control weaknesses identified during the audit and any related communications with the entity in the audit working papers.

　　Article 6

　　The material internal control weaknesses， as mentioned in the management letter， are those which have been identified by the CPA during the audit but are not necessarily all of the internal control weaknesses that may exist.

　　A management letter should not be regarded as an opinion expressed by the CPA on the entity's internal controls as a whole and should not reduce or discharge the responsibility of the entity's management for establishing internal controls.

　　Article 7

　　The audit opinion expressed by the CPA should not be affected⁶ by his management letter.

　　Article 8

　　Unless otherwise specified⁷， the CPA should not disclose the contents of the management letter to any third party before obtaining consent from the entity's management.

　　Chapter 3 Contents and format⁸

　　Article 9

　　The management letter should generally include the following basic contents：

　　（1） the title；

　　（2） the addressee；

　　（3） the objective of the audit of the financial statements and the nature of the management letter；

　　（4） the material internal control weaknesses and their implications and recommendations for improvements；

　　（5） the scope and responsibility of use；

　　（6） the signature and stamps； and

　　（7） the date.

　　Article 10

　　The title of the management letter should be standardised as “Management letter”。

　　Article 11

　　The addressee of the management letter should be the entity's management.

　　Article 12

　　The management letter should specify⁹ that the audit objective is to express an audit opinion on the financial statements. The management letter only points out the material internal control weaknesses identified by the CPA during the audit and should not be regarded as an opinion of attestation¹⁰ expressed on the internal controls. The recommendations raised are not mandatory¹¹ and are not valid¹² for attestation purposes.

　　Article 13

　　The management letter should specify that it is to be used for internal reference only by the entity's management. Any consequences arising from its improper¹³ use are not the responsibility of the CPA or his accounting¹⁴ firm.

　　Article 14

　　The management letter should specify material weaknesses in the design and operation of the internal controls identified by the CPA during the audit， including those material weaknesses that were recommended for improvement in prior periods but still exist in the current period.

　　Article 15

　　The management letter should specify the possible impact of the material internal control weaknesses on the financial statements and the relevant recommendations for improvements.

　　If necessary， the management letter may include the responses from the entity's management on material internal control weaknesses and the recommendations for improvements.

　　Article 16

　　The management letter should be signed and stamped by the CPA， stamped with the accounting firm's chop and dated.

　　Chapter 4 Preparation and issuance requirements

　　Article 17

　　Before preparing the management letter， the CPA should review the material internal control weaknesses and his recommendations for improvements as documented in the audit working papers. The CPA should then prepare the management letter based on the reviewed audit working papers.

　　Article 18

　　The internal control weaknesses， reflected in the management letter， may be placed in order of their impact on the financial statements.

　　Article 19

　　Before issuing the management letter， the CPA should discuss the relevant contents of the letter with the entity's relevant staff to confirm that the material weaknesses mentioned really exist.

　　Chapter 5 Supplementary¹⁵ provisions

　　Article 20

　　The Chinese Institute of Certified Public Accountants is responsible for the interpretation¹⁶ of this pronouncement.

　　Article 21

　　This pronouncement takes effect from 1January 1997.

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