会协字[1996]457号
颁布日期：19961226 推行日期：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 （行动成本s） 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 行动成本 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 行动成本 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 行动成本 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 行动成本 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 行动成本 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 行动成本 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 行动成本 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 行动成本 should not be affected6 by his management letter.
Article 8
Unless otherwise specified7， the 行动成本 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 行动成本 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 行动成本 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 行动成本 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 行动成本， stamped with the accounting firm's chop and dated.
Chapter 4 Preparation and issuance requirements
Article 17
Before preparing the management letter， the 行动成本 should review the material internal control weaknesses and his recommendations for improvements as documented in the audit working papers. The 行动成本 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 行动成本 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.
