Qingdao Sentury Tire Co.Ltd(002984)
Self evaluation report on internal control in 2021
Qingdao Sentury Tire Co.Ltd(002984) 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 Qingdao Sentury Tire Co.Ltd(002984) (hereinafter referred to as 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
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.
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 objective of the company's internal control is to reasonably ensure the legal compliance of operation, 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 company has maintained effective internal control in all aspects in accordance with the provisions of the company's internal control system.
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
According to the risk oriented principle, the company determines the main units, businesses and matters included in the evaluation scope and high-risk areas. The total assets of the units included in the evaluation scope account for 100% of the total assets in the company's consolidated financial statements, and the total operating revenue accounts for 100% of the total operating revenue in the company's consolidated financial statements.
The main businesses and matters included in the evaluation scope include: corporate governance structure, organizational structure, procurement business, sales business, cost and expense control, fund management, inventory management, fixed assets management, project management, raised funds management, hedging management, management and control of subsidiaries, foreign investment, foreign guarantee, related party transactions, contract management Information system, etc; The high-risk areas of focus mainly include procurement management, fund management, sales management, engineering project management, related party transactions, etc.
1. Corporate governance structure
In accordance with the company law, the securities law, the guidelines for the governance of listed companies and other laws and regulations, as well as the articles of association, the company has established a corporate governance structure composed of the general meeting of shareholders, the board of directors, the board of supervisors and the management, defined the responsibilities and authorities between the power decision-making body and the management, and ensured that each department performs its responsibilities, checks and balances each other, makes scientific decisions and operates in coordination.
The general meeting of shareholders is the highest authority of the company. It manages and supervises the company through the board of directors, earnestly exercises its statutory functions and powers, and protects the legitimate rights and interests of listed companies and all shareholders. The board of directors of the company is responsible for the establishment and supervision of the company's internal control system, establishing internal control policies and plans, and supervising the implementation of internal control. Under the board of directors, there are four special committees: Strategy Committee, nomination committee, audit committee and salary and assessment committee. The detailed rules for the work of each special committee have been formulated to ensure the effective performance of the responsibilities of the special committee and improve the operation efficiency of the board of directors.
The board of supervisors shall be responsible to all shareholders, supervise the company's finance and the legality and compliance of the company's directors and senior managers in performing their duties, and safeguard the legitimate rights and interests of the company and shareholders.
The operation management is specifically responsible for implementing the resolutions of the general meeting of shareholders and the board of directors, presiding over the daily production, operation and management of the company and ensuring the normal operation of the company.
2. Organizational structure
According to the requirements of internal control and its own business characteristics, the company has improved the management organization suitable for production and operation management, reasonably set up and divide the posts, responsibilities and authorities, and the division of labor between departments and posts is clear and interrelated, ensuring the division of labor, cooperation, mutual restriction and mutual supervision between departments, forming a clear, mutual restriction An effective working mechanism.
3. Procurement business
The company has formulated the procurement control procedure, supplier management control procedure and other regulations, defined the control of planning, requisition, approval, procurement, acceptance, payment and other links, strengthened the control procedures of planning, procurement and payment, effectively controlled the implementation of the plan, compared the quality and price of procurement, and made transparent procurement decisions, so as to reduce the loopholes blocking the procurement link, Improve the efficiency of fund use and procurement transparency to ensure the optimal procurement cost and quality.
4. Sales business
The company has formulated management systems related to sales and collection business, such as sales forecast and production scheduling process, customer payment collection and current account management process, sales order processing process and customer credit limit management process, to review all links related to product sales, such as sales plan, determination of product sales price, order processing, review of customer credit The signing of sales contracts shall be effectively controlled.
5. Cost control
In order to strengthen cost management, the company has formulated the cost management and accounting measures, standardized the standard cost formulation, cost collection, cost calculation, cost analysis and other work, formulated advanced and reasonable indicators for various costs, regularly inspected, analyzed and revised, and incorporated relevant indicators into the annual assessment objectives of relevant management, Effectively control costs.
6. Fund management
The company has formulated financial management system, monetary fund management measures, management system for providing financial assistance to foreign countries, management system for regulating capital exchanges with related parties and other systems to standardize the company's major capital activities, clarify the approval authority, refine the capital management process, reasonably divide labor and restrict each other, and strengthen the whole process management of capital operation, It standardizes the planning, implementation, control and assessment of the company's financial revenue and expenditure. The whole process is transparent and rigorous, effectively prevents the occurrence of fraud and ensures the effective management of capital activities.
7. Inventory management
The company's raw material warehouse management system, material management system and other documents specify the approval authority of inventory issuance and requisition, and standardize the workflow of inventory warehousing, storage and regular inventory.
The warehousing department issues the goods according to the approved delivery notice; At the same time, combined with the actual situation of the enterprise, the inventory counting cycle and counting process are determined, and the inventory of all warehouses are counted and checked regularly according to the specified counting process.
8. Fixed assets management
The company's fixed assets management system defines the centralized management department of fixed assets management and establishes the authorization control system of fixed assets business; Require relevant departments to number each fixed asset and establish a fixed asset card to record the source, acceptance, storage location, responsible person, depreciation and other relevant contents of each fixed asset in detail; The fixed assets management department shall regularly conduct a comprehensive inventory of fixed assets, find out the causes and investigate the responsibilities for the problems found in the inventory.
9. Project management
The company has established the project management system to effectively standardize the processes of project budget, final accounts, project quality supervision and other links. There is no uncontrolled cost management and major fraud in the project. The acceptance of engineering projects shall be implemented by the asset management department in conjunction with the actual user department. The payment of fixed assets and engineering projects can only be paid after the relevant assets have been implemented and the approval procedures are complete.
10. Management of raised funds
In accordance with the relevant provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange and relevant laws and regulations, the company has formulated the management system of raised funds, which has made clear provisions on the investment direction of raised funds, the approval of the use of raised funds, the storage of unused raised funds, the report, supervision and accountability of changing the situation of raised funds, so as to achieve the purpose of earmarking funds, It ensures the safety and legal use of the raised funds.
During the reporting period, there were no violations in the investment of raised funds, the approval of the use of raised funds, and the storage and use of unused raised funds.
11. Hedging management
(1) The company's export sales are mainly settled in US dollars, and the change of foreign currency exchange rate may have an impact on the company's business. In order to standardize the operation of the company's forward foreign exchange trading business and effectively prevent and control the risk of foreign currency exchange rate, the company has formulated the management system of foreign exchange hedging business in accordance with relevant national laws and regulations and in combination with the specific situation of the company, which regulates the variety and scope of the company's foreign exchange hedging business, approval authority, internal business management and operation process, information isolation measures The internal risk reporting system and risk handling procedures have made clear provisions, and operate in strict accordance with the system to ensure the effective implementation of the system and strictly control business risks. The company carries out foreign exchange hedging business for the purpose of avoiding risks, and speculation and arbitrage transactions are prohibited. In order to control the performance risk, the company only carries out foreign exchange hedging business with banks and other financial institutions with legal business qualification to avoid the possible performance risk. At the same time, in order to avoid the risk of sharp fluctuation of exchange rate, the company strengthened the research and analysis of exchange rate, paid real-time attention to the changes of international market environment, adjusted strategies in time, and avoided exchange losses to the greatest extent.
(2) In order to ensure the steady development of the company's business, the company conducts futures trading business for bulk commodities related to raw materials required for production and operation. The purpose is to prevent the risk of spot price fluctuation and impairment of raw materials and reduce the impact of price fluctuation on the company's operating performance with the help of the price discovery and risk hedging function of the futures market, Effectively prevent and resolve the company's business risks. In accordance with relevant national laws and regulations and in combination with the specific situation of the company, the company has formulated the management system of commodity futures hedging business, which has made clear provisions on the approval authority, operation process, risk control, information disclosure and other aspects of the company's commodity futures hedging business. All measures are practical and effective and can meet the needs of practical operation, Comply with the relevant requirements of the regulatory authorities. The company opens a commodity futures hedging trading account in its own name, uses its own funds, and will not use the raised funds to hedge commodity futures directly or indirectly. The company arranges and uses professionals in strict accordance with the relevant internal control system, establishes a strict authorization and post restraint mechanism, strengthens the professional ethics education and business training of relevant personnel, and improves the comprehensive quality of relevant personnel. The company has established a computer system and related facilities that meet the requirements to ensure the normal development of transactions, and established a timely reporting system of abnormal conditions to form an efficient risk handling procedure.
12. Management control of subsidiaries
According to the requirements of the company's overall planning, the company has formulated the subsidiary management system for subsidiaries to uniformly manage the business strategy and risk management strategy of subsidiaries. Including: appointing senior managers to subsidiaries and establishing a more targeted subsidiary management model in accordance with relevant laws and articles of association and in combination with the characteristics of subsidiaries; Formulate and manage the business objectives of subsidiaries, assign management tasks such as revenue, profit and growth rate to the management team of subsidiaries, and implement the system of regular meeting communication and work reporting.
13. Foreign investment
The internal control of the company's foreign investment follows the principles of standardization, safety, efficiency and transparency, abides by the commitments and pays attention to the use efficiency. In order to strengthen the management of the company's foreign investment, the company has formulated documents such as the management system of foreign investment and the management system of foreign financial assistance, standardized the decision-making mechanism and procedures of foreign investment, and strengthened the control over the initiation, evaluation, decision-making, implementation and disposal of investment projects through the implementation of responsibility systems such as collective deliberation of the board of directors for major investment decisions, Strictly control investment risks.
During the reporting period, the company's foreign investment has fulfilled the necessary examination and approval procedures and information disclosure obligations in accordance with relevant regulations.
14. External guarantee
In accordance with the company law, the guidelines for the supervision of listed companies No. 8 - regulatory requirements for capital transactions and external guarantees of listed companies and other relevant provisions of the CSRC, the company has stipulated strict approval procedures and approval authorities for external guarantees in the articles of association. The company has formulated the external guarantee management system, which clearly stipulates the review, approval procedures, management and information disclosure of external guarantee objects.
15. Related party transactions
In order to ensure that the connected transactions between the company and its connected persons comply with the principles of fairness, impartiality and openness and protect the legitimate rights and interests of investors, especially small and medium-sized investors, according to the relevant provisions of the stock listing rules of Shenzhen Stock Exchange and the articles of association, The company has formulated documents such as related party transaction management system, management system for regulating capital exchanges with related parties and management system for preventing the occupation of funds by controlling shareholders and related parties. The company always pays attention to the changes of related parties and related relationships, and whether daily major transactions are related to related party transactions, It is strictly prohibited to use related party transactions to directly or indirectly infringe on the interests of small and medium-sized investors; The approval authority and decision-making procedures of related party transactions are clearly stipulated to standardize the transaction behavior with related parties.
During the reporting period, the related party transactions of the company performed the corresponding examination and approval procedures in accordance with relevant regulations. The pricing of related party transactions was determined according to the market fair price, and there was no situation that harmed the interests of the company and other non related party shareholders, especially minority shareholders.
16. Contract management
In order to standardize contract management, prevent and control contract risks, the company organizes personnel to review the contract in accordance with the contract management system. All levels shall perform the approval authority in strict accordance with the scope of authorization, and employ professionals to check. From contract signing, contract performance and subsequent follow-up maintenance, the risk of the whole process is controlled, and strict seal application specifications are established to effectively avoid potential risks and protect the rights and interests of the company.
17. Information system
The company has established the information system management system to effectively manage the daily operation, security management, system operation, change management, application system implementation and maintenance of the information system, guide the normal operation of the information system, and enhance the security and reliability of the information system
