Internal control evaluation report in 2021
Infotmic Co.Ltd(000670) all shareholders:
According to the provisions of the basic norms of enterprise internal control and its supporting guidelines and other internal control supervision requirements (hereinafter referred to as the "enterprise internal control standard system"), combined with the internal control system and evaluation methods of Infotmic Co.Ltd(000670) (hereinafter referred to as "the company" or "the company"), on the basis of daily and special supervision of internal control, We evaluated the effectiveness of the company's internal control on December 31, 2021 (the benchmark date of the internal control evaluation report).
1、 Important statement
It is the responsibility of the board of directors of the company to establish, improve and effectively implement internal control, evaluate its effectiveness and truthfully disclose the internal control evaluation report in accordance with the provisions of the enterprise's internal control standard system. The board of supervisors shall supervise the establishment and implementation of internal control by the board of directors. The management is responsible for organizing and leading the daily operation of the enterprise's internal control. The board of directors, the board of supervisors and the directors, supervisors and senior managers of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this report, and bear individual and joint legal liabilities for the authenticity, accuracy and completeness of the contents of the report.
The objective of the company's internal control is to reasonably ensure the legal compliance of operation and management, asset safety, authenticity and integrity of financial reports and relevant information, improve operation efficiency and effect, and promote the realization of development strategy. Due to the inherent limitations of internal control, it can only provide reasonable assurance for the realization of the above objectives. In addition, as changes in circumstances may lead to inappropriate internal control or reduced compliance with control policies and procedures, there is a certain risk to speculate the effectiveness of internal control in the future according to the internal control evaluation results.
2、 Internal control evaluation conclusion
According to the identification of major defects in the company's internal control over financial reporting, there are no major defects in the internal control over financial reporting on the benchmark date of the internal control evaluation report. The board of Directors believes that the company has maintained effective internal control over financial reporting in all major aspects in accordance with the requirements of the enterprise's internal control standard system and relevant regulations.
According to the identification of major defects in the company's internal control over non-financial reports, the company found no major defects in the company's internal control over non-financial reports on the benchmark date of the internal control evaluation report.
There are no factors affecting the evaluation conclusion of the effectiveness of internal control from the base date of the internal control evaluation report to the date of issuance of the internal control evaluation report.
3、 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, and the companies and
The total assets of subsidiaries account for 100% of the total assets of the company in the consolidated financial statements at the end of 2021, and the total operating revenue accounts for 100% of the total operating revenue of the company in the 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. The details are as follows:
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, intangible assets management system, warehouse management system and inventory management system, to ensure the safety and integrity of the company's assets and promote the preservation and appreciation of assets.
In the management of fixed assets, the purchase of fixed assets needs to be approved in strict accordance with the authorization. Before purchase, three suppliers compare prices. Before warehousing, it needs to be accepted and labeled with fixed assets labels. The company shall assign special personnel to be responsible for the daily management, maintenance and repair of fixed assets to ensure the normal use of fixed assets. Make an inventory once a year and observe the actual use status of fixed assets to ensure that the accounts are consistent with the facts. In case of impairment or scrapping, it shall be reported for approval in strict accordance with the management system.
In the management of intangible assets, the accounting of non patented technology formed by independent research and development and purchased intangible assets for research and development is strictly standardized. The non patented technology formed through independent research and development shall comply with the accounting standards for business enterprises and the company's management requirements. Only when it meets the relevant standards can it be capitalized, and the finance department needs to make appropriate accounting treatment; The purchased intangible assets for R & D shall not only meet the R & D needs, but also meet the procurement management measures, and shall not be paid and recorded until they are accepted.
In the management of inventory storage, it is required to ensure clear identification, accurate quantity, reasonable storage and regular inventory, so as to ensure the needs of the company's production and operation.
12. Contract management
The company has formulated the contract management system, which has made strict provisions on the scope of application of the contract, contract signing, approval, performance, change, dissolution, dispute handling, and file management.
The company implements the contract in strict accordance with the system. Before the formal signing of the contract, the relevant business departments shall draft the contract after negotiating various details with the other party, and prepare the contract countersignature form. According to the approval authority, the contract can be formally signed only after it is approved by the business Department (if necessary), department head, risk control department, financial director, general manager or chairman. The contract shall be signed by the authorized client within the scope of authorization. Major economic and other contracts shall be approved by the general manager or chairman of the company and then by the authorized representative.
Relevant business departments shall know and master the performance of the contract at any time, and report problems in time. In case of adverse impact on the company due to inability to control the performance of the contract or delayed reporting, relevant personnel shall be investigated for responsibility.
13. Related party transaction management
The company has formulated the related party transaction management system, which clearly stipulates the company's related party transactions and related persons, the determination and management of the price of related party transactions, the decision-making procedures of related party transactions, and the information disclosure of related party transactions.
The related party transactions of the company shall follow the principles of honesty and credit, equality, voluntariness, fairness, openness and fairness, and shall not damage the interests of the company and non related shareholders. When the company and its subordinate holding subsidiaries have trading activities, the relevant responsible persons shall carefully judge whether they constitute related party transactions. If it constitutes a connected transaction, it shall perform the obligations of examination and approval and reporting within their respective authorities. Shareholders, directors, supervisors and senior managers of the company shall not use their affiliated relationships to harm the interests of the company. Those who violate the regulations and cause losses to the company shall be liable for compensation. 14. External guarantee management
In accordance with the notice on regulating the external guarantee behavior of listed companies, the Listing Rules of Shenzhen Stock Exchange and other relevant provisions of the CSRC, the company has formulated the external guarantee management system, which makes detailed provisions on the credit review, decision-making procedures, follow-up review and information disclosure of the guarantee object. If the external guarantee constitutes a connected transaction at the same time, It shall also implement the relevant provisions of the company's related party transaction management system. The system defines the board of directors
