Huachuang Securities Co., Ltd
About Infotmic Co.Ltd(000670)
Verification opinions of internal control evaluation report in 2021
Huachuang Securities Co., Ltd. (hereinafter referred to as "Huachuang securities" and "the independent financial consultant") as an independent financial consultant and continuous supervision organization for Infotmic Co.Ltd(000670) (hereinafter referred to as "yingfangwei", "listed company" or "company") major asset purchase, major asset sale and related party transactions in 2020, in accordance with the measures for the administration of major asset restructuring of listed companies In accordance with the provisions of relevant laws, regulations and normative documents such as the measures for the administration of financial advisory business for mergers and acquisitions of listed companies, the stock listing rules of Shenzhen Stock Exchange, the self regulatory guide for listed companies of Shenzhen Stock Exchange No. 1 - business handling, the internal control evaluation report of yingfangwei in 2021 has been verified. The details of the verification are as follows:
1、 Internal control evaluation
(I) evaluation scope of internal control
The scope of internal control evaluation covers the main businesses and matters of the company and its subsidiaries. The total assets of the company and its subsidiaries included in the evaluation scope account for 100% of the total assets of the company's consolidated financial statements at the end of 2021, and the total operating revenue accounts for 100% of the total operating revenue of the company's consolidated financial statements at the end of 2021.
The main businesses and matters included in the evaluation scope of the company include: organizational structure, strategic development, human resources, corporate culture, internal audit and supervision, control of holding subsidiaries, fund management, procurement management, sales management, financial report management, asset management, contract management, related party transaction management, external guarantee management, donation and use of raised funds Major investment management and information disclosure management.
(II) basis of internal control evaluation and identification of internal control defects
1. Procedures and methods of internal control evaluation
The internal control evaluation shall strictly follow the procedures specified in the basic norms, evaluation guidelines and the company's internal control evaluation measures, implement the internal control evaluation, and continuously improve and optimize the company's internal control system to adapt to the changing external environment and the requirements of internal management. During the evaluation process, we adopted appropriate methods such as investigation, discussion, comparison, analysis and testing to widely collect evidence of the effectiveness of the company's internal control design and operation, so as to identify whether there are internal control defects.
2. Internal control defect identification standard
The board of directors of the company studied and determined the specific identification standards of internal control defects applicable to the company according to the identification requirements of major defects, important defects and general defects in the basic norms and evaluation guidelines, combined with the company's scale, industry characteristics, risk preference, risk tolerance and other factors, and maintained the consistency with previous years. The identification criteria of internal control defects of the company are as follows:
(1) Identification standard of internal control defects in financial reporting
① Quantitative standard
Important procedure general defect important defect major defect
Total assets misstatement < 0.5% of total assets in consolidated financial statements ≤ misstatement ≥ 0.5% of total assets in consolidated financial statements < 1% of total assets in consolidated financial statements 1% of total assets in consolidated financial statements
Owner's equity misstatement < 0.5% of owner's equity in consolidated financial statements ≤ misstatement ≥ 0.5% of the amount of misstatement in consolidated financial statements < 1% of owner's equity in consolidated financial statements 1% of owner's equity in consolidated financial statements
Misstatement of operating income < 0.5% of operating income in consolidated financial statements ≤ misstatement ≥ 0.5% of operating income in consolidated financial statements < 1% of operating income in consolidated financial statements 1% of operating income in consolidated financial statements
Total profit misstatement < 1.5% of total profit in consolidated financial statements ≤ misstatement ≥ 1.5% of total profit in consolidated financial statements < 3% of total profit in consolidated financial statements
② Qualitative criteria
In case of the following circumstances, it shall be deemed as a major defect:
a) Invalid control environment;
b) Discover fraud of directors, supervisors and senior executives;
c) The external audit found that there were significant misstatements in the current financial statements, but the internal control failed to find such misstatements in the operation process;
d) The supervision of the company's audit department on internal control is invalid;
e) The results of internal control evaluation, especially major or important defects, have not been rectified;
f) Other defects that may affect the correct judgment of report users.
(2) Identification standard of internal control defects in non-financial reporting
① Quantitative standard
Major defects: loss ≥ 50 million yuan; It has been punished by national government departments and has been officially disclosed to the public, which has a negative impact on the disclosure of the company's periodic reports.
Important defects: 10 million yuan ≤ loss < 50 million yuan. Punished by government departments or regulatory agencies above the provincial level, but did not have a negative impact on the disclosure of the company's periodic reports.
General defect: loss < 10 million yuan. It was punished by government departments below the provincial level (including the provincial level), but did not have a negative impact on the disclosure of the company's periodic reports.
② Qualitative criteria
Under the following circumstances, it is recognized as a major defect in the internal control of non-financial reporting, and under other circumstances, it is recognized as a major defect or a general defect according to the degree of impact:
a) Violation of national laws, regulations or normative documents;
b) Violation of decision-making procedures, leading to major decision-making mistakes;
c) Lack of institutional control or systematic failure of important business;
d) The media frequently expose major negative news, which is difficult to restore its reputation;
e) Serious loss of management or technical personnel;
f) Other circumstances that have a significant impact on the company.
(III) identification and rectification of internal control defects
1. Identification and rectification of internal control defects in financial reporting
According to the above identification standards of internal control defects in financial reports, the company has no major defects in internal control related to financial reports during the reporting period.
2. Identification and rectification of internal control defects in non-financial reports
According to the above identification standards of internal control defects in non-financial reporting, no major defects in the company's internal control over non-financial reporting were found during the reporting period.
2、 Implementation of the company's internal control
1. Organizational structure
In accordance with the provisions of the company law, the securities law and other relevant laws and regulations, the company has established a "three meeting and one layer" corporate governance structure of the general meeting of shareholders, the board of directors, the board of supervisors and the management, and formulated relevant rules of procedure, working rules and management systems in combination with its own business characteristics and internal control requirements The responsibilities and authorities of the supervision organization have been clarified, and a scientific and effective division of responsibilities and check and balance mechanism have been formed.
The general meeting of shareholders is the highest authority of the company and has extensive decision-making power over the operation and management of the company.
The board of directors is the executive body of the general meeting of shareholders. It implements various resolutions adopted by the general meeting of shareholders, is responsible for and reports to the general meeting of shareholders. Under the board of directors, there are four special committees: Audit Committee, nomination committee, strategy committee and salary and assessment committee, which perform their duties in business decision-making in relevant fields of the company.
The board of supervisors is the supervisory body of the company, which is responsible for supervising the performance of duties of the board of directors, management and its members, as well as the company's finance, internal control, risk control and information disclosure, so as to protect the interests of shareholders and the company from infringement, and is responsible for and report to the general meeting of shareholders.
The management is responsible for the daily operation of the internal control system within the system. The general manager is nominated by the chairman and appointed by the board of directors. Under the leadership of the board of directors, the general manager is fully responsible for the daily operation and management activities of the company.
According to the needs of business development, the company has established functional departments such as audit department, financial management department, risk control department, investment development department, R & D and design department and personnel administration department to be responsible for the daily business operation of the company. The responsibilities of each department and post have been strictly and effectively implemented in the actual work. The responsibilities of each functional department are clear, cooperate with each other and check and balance each other, ensuring the effective implementation of the company's internal control activities and the orderly progress of production and operation activities.
2. Strategic development
The company has established a strategy committee under the board of directors, which is responsible to the board of directors. The strategy committee mainly studies and puts forward suggestions on the company's medium and long-term development strategic planning, major investment and financing plans, major capital operation, asset operation projects and other major matters affecting the company's development, and supervises and inspects the implementation of the above matters, so as to effectively promote the implementation of relevant work. The meeting of the strategy committee is convened by the chairman. Through careful analysis of the macroeconomic situation and industry development trend, discussion and combined with the company's strategic planning, it puts forward suggestions on the company's operation and development to the board of directors, so that the board of directors can make major decisions scientifically and reasonably and reduce the risk of decision-making mistakes.
3. Human resources
In accordance with the relevant provisions of national laws and regulations, the company has established a relatively perfect human resources management system (covering human resources planning, personnel recruitment and labor contract signing, training of new and old employees, performance appraisal, salary and welfare, internal job transfer, job promotion, etc.) and implemented it effectively. In addition to taking professional competence as an important standard for the selection and employment of employees, the company also attaches importance to the quality of employees' professional ethics, so as to ensure that the personal development of employees is consistent with the company's long-term strategy. The company strives to build a platform for young people to display their talents and promote the common growth and development of enterprises and employees.
4. Corporate culture
The personnel administration department is the responsible department of the company's corporate culture construction, which is responsible for the specific corporate culture construction, publicity and training and effect evaluation. All functional departments assist in the promotion of corporate culture construction.
The HR & administration department creates a corporate culture with its own characteristics from the three aspects of material, system and spirit, constantly cultivates employees' positive outlook on life, values and sense of social responsibility, actively publicizes internally and externally, and enhances employees' and customers, suppliers and shareholders' recognition of the company's corporate culture.
The company adheres to its responsibility of revitalizing China's information industry and integrated circuit design industry, aims to build a high-tech chip company with a complete industrial chain, including upstream chip design and production and downstream electronic component distribution, continues to strengthen technological innovation and improve service level, and strives to build the company into a company with prominent main business, excellent assets, scientific management A listed company with rigorous finance and core competitiveness.
5. Internal audit and supervision
The board of directors of the company has an audit committee, which is responsible to the board of directors and cooperates with the supervision activities of the board of supervisors. The audit committee is mainly responsible for the communication, supervision and inspection of the company's internal and external audit. Under the leadership of the audit committee, the Audit Department of the company shall inspect and supervise the authenticity and integrity of the company's financial information and the establishment and implementation of internal control system. The audit department is independent of the management and is equipped with full-time internal auditors to supervise and inspect the company's activities regularly or irregularly.
The company has formulated the working rules of the audit committee of the board of directors and other systems, defined the scope, content and authority of internal audit supervision, and clearly stipulated that relevant departments and personnel should actively cooperate with the Audit Department of the company in inspection and supervision.
6. Control of holding subsidiaries
The company has formulated subsidiary management system, electronic trading platform management system (trial version) and other systems. With OA system as the carrier and regular meeting system as the supplement, the company has established an effective control system for subsidiaries from the aspects of standardized operation, financial management, operation and decision-making management, information submission and disclosure, internal audit supervision and so on, It is required that the business objectives of each subsidiary should not only meet its own business needs, but also be consistent with the company's long-term strategic planning and overall balance, and comply with the relevant provisions of the stock listing rules of Shenzhen Stock Exchange.
7. Fund management
In accordance with the requirements of national laws, regulations and internal rules and regulations, the company has formulated and implemented monetary fund management system, accounts receivable management system and invoice management system in order to standardize the company's fund business management, improve fund use efficiency and ensure fund safety.
The system clearly stipulates that the handling and bookkeeping posts of fund revenue and expenditure are separated from the audit posts; The custodial post of the cheque, the custodial post of the special financial seal and the custodial post of the name seal of the person in charge shall be separated. Each post checks and balances with each other to ensure the normal use and safety of the company's funds. The income and expenditure of funds must be recorded in the account in time to achieve daily clearing and monthly settlement. The financial departments of companies at all levels shall prepare bank deposit balance reconciliation statement and count cash on a monthly basis to ensure the consistency between accounts and reality. In case of any difference, the reasons must be found out in time, the responsibilities must be clarified, and the responsibilities of relevant personnel must be corrected or investigated in time. During the reporting period, the company did not violate relevant regulations.
8. Procurement management
The company has formulated the procurement management measures, which standardizes the procurement and payment process, reasonably sets the posts of relevant departments of procurement and payment business, defines the post responsibilities, and defines the responsibilities of purchase requisition, approval, purchase, acceptance, payment and other links.
The company has formulated the authority table to set the approval authority level by level for various economic activities and purchase amount, so as to ensure that the payment is reasonably approved.
9. Sales management
The company has formulated the sales internal control system, which stipulates the control processes of key links such as sales forecast, credit sales policy, contract and order management, sales delivery and collection, financial invoicing and bookkeeping, enterprise reconciliation and accounts receivable management, and after-sales management, and establishes the management of sales business authorization approval, customer credit management and credit sales control Control procedures for all links of sales and collection business such as accounts receivable management. At the same time, the system establishes the policy of separation of incompatible positions in order, delivery, credit management, accounting, collection and other positions, and defines the responsibilities of various departments and positions related to sales collection business.
10. Financial report management
The company carries out comprehensive management on the preparation, review, disclosure and submission of the company's financial reports in strict accordance with the accounting standards for business enterprises and the relevant provisions of the company's rules and management systems. During the preparation and audit of financial reports, relevant personnel have the obligation of confidentiality to ensure the legality and compliance of the preparation and disclosure of financial reports; The company's chief financial officer and financial manager are responsible for the preparation and summary of the company's financial reports; The office of the board of directors is responsible for the disclosure of financial reports; The chairman and chief financial officer of the company shall be responsible for the authenticity, accuracy and completeness of the financial report.
11. Asset management
The company has formulated a series of management systems, including fixed assets management system and intangible assets management system
