Shenwan Hongyuan Group Co.Ltd(000166) securities underwriting and recommendation Co., Ltd
About Guangdong Create Century Intelligent Equipment Group Corporation Limited(300083)
Self evaluation report on internal control in 2021
Verification opinions
Shenwan Hongyuan Group Co.Ltd(000166) securities underwriting sponsor Co., Ltd. (hereinafter referred to as ” Shenwan Hongyuan Group Co.Ltd(000166) underwriting sponsor” or “sponsor”) is a sponsor of Guangdong Create Century Intelligent Equipment Group Corporation Limited(300083) (hereinafter referred to as ” Guangdong Create Century Intelligent Equipment Group Corporation Limited(300083) ” and “company”) issuing shares to specific objects and listing on the gem, According to the measures for the administration of securities issuance and listing recommendation business, the guidelines for self-regulation of listed companies of Shenzhen Stock Exchange No. 13 – recommendation business, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the guidelines for self-regulation of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of GEM listed companies and the basic norms of enterprise internal control And other relevant laws and regulations, carefully and prudently checked the 2021 internal control self-evaluation report issued by the board of directors of Guangdong Create Century Intelligent Equipment Group Corporation Limited(300083) and issued the following verification opinions:
1、 Internal control evaluation
(I) scope of internal control evaluation
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 scope included in the evaluation mainly covers the company, wholly-owned and holding subsidiaries and wholly-owned and holding subsidiaries. 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 specific areas of business and internal control included in this year’s evaluation include:
Corporate Governance: organizational structure, development strategy, human resources, social responsibility, corporate culture, etc; Business process level: capital activities, property protection, procurement business, sales business, research and development, engineering projects, financial reports, performance evaluation, contract management, risk identification, etc;
Key high-risk areas: management control of subsidiaries, internal control of related party transactions, internal control of external guarantees, internal control of major investments, internal control of the use of raised funds, internal control of information disclosure, information and communication, internal supervision, etc; The details are as follows:
1. Corporate governance
(1) Organizational structure
In accordance with the provisions of the company law, the guidelines for the governance of listed companies and other laws and regulations and the articles of association, the company has established a governance mechanism consisting of the general meeting of shareholders, the board of directors, the board of supervisors and the management, as well as a combination of decision-making and executive bodies and supervisory bodies; Formulated the rules of procedure of the general meeting of shareholders, the rules of procedure of the board of directors, the rules of procedure of the board of supervisors, the working rules of the general manager and other systems; Clear the responsibilities and authorities of decision-making, implementation and supervision, and form a scientific and effective division of responsibilities and check and balance mechanism. The general meeting of shareholders, the board of directors, the board of supervisors and the management of the company shall exercise their functions and powers in accordance with laws, regulations and systems, and standardize and effectively operate.
In order to effectively improve the scientificity of the decision-making of the board of directors, the board of directors of the company has set up four special committees: Strategy Committee, salary and assessment committee, audit committee and Nomination Committee, and formulated the working rules of each special committee, which has played a positive role in the scientific decision-making of the board of directors. Since its establishment, each committee has operated well, and its members have performed their duties carefully to ensure the healthy operation of the company.
The company implements the general manager responsibility system under the leadership of the board of directors. Under the leadership of the board of directors, the general manager is responsible for the daily operation and management of the company. According to the strategic plan, the company vigorously develops the core main business high-end intelligent equipment business, actively cultivates and develops intelligent manufacturing service business, continuously integrates and divests the consumer electronics precision structure business, establishes an organizational structure in line with the business scale, establishes a business department matching the management framework system structure, implements specific production and operation business and manages the daily affairs of the company.
The company has defined the main responsibilities of each department during the reporting period and formed an internal control organization system that performs its duties, assumes its responsibilities, cooperates with and restricts each other, so as to provide guarantee for the company’s operation management, scale operation and safety production. (2) Development strategy
The strategy committee under the board of directors of the company has formulated the working rules of the strategy committee, which is mainly responsible for studying and making suggestions on the company’s long-term development strategy and major investment decisions. As a professional research institution for the company’s long-term strategy and major investment, it can improve the scientificity and effectiveness of the company’s decisions, The Strategy Committee formulates and optimizes the company’s strategic plan according to the company’s internal and external environment.
In the high-end intelligent equipment business segment, the company’s subsidiary Shenzhen Guangdong Create Century Intelligent Equipment Group Corporation Limited(300083) Machinery Co., Ltd. has set up a strategic research department, which is responsible for industry market information collection and special research, internal and external data and information analysis, annual strategic planning and strategic planning, strategy implementation follow-up and rectification, so as to provide basis for the company and management to determine and implement the development strategy of high-end intelligent equipment business.
In the future, based on the high-end intelligent equipment industry with CNC machine tools as the core, the company will continue to promote technological innovation and product and service upgrading, and is committed to building the company into an industry-leading overall solution service provider of high-end intelligent equipment integrating intelligent equipment, efficient service, intelligent platform support and customer personalized demand response, bringing high efficiency and Green and innovative processing application and service experience to achieve customers’ industrial dreams.
(3) Human resources
The company advocates the management concept of “people-oriented” and always adheres to the talent concept of “respecting talents, cultivating talents and achieving talents”. According to the labor law, relevant laws and regulations and actual business needs, the company and its main business units formulate recruitment management system, human resources training management procedure, position management system, employee career development channel and promotion management system, salary management system, performance appraisal management system and employee welfare management measures respectively Employee care management system and other systems have formed a complete human resource management system covering human resource employment, training, assessment, promotion, incentive and employee welfare, and effectively established a good talent introduction, talent cultivation, talent development, talent incentive and talent care mechanism, which is conducive to the rational allocation of human resources and standardizing human resource management activities, Comprehensively enhance the company’s core competitiveness.
(4) Social responsibility
The company attaches importance to the performance of social responsibilities and strives to coordinate economic and social benefits, short-term and long-term interests, self-development and social development, so as to realize the harmonious development of the enterprise, employees and society. The company actively performs its social responsibilities from the aspects of safety production, product quality, environmental protection, employee rights and interests protection, social welfare undertakings and so on, and integrates the expectations and needs of enterprise stakeholders into daily production and operation activities. The company and its main business units attach importance to product quality, safe production and environmental protection, and have obtained the certification of quality management system, occupational health and safety management system and environmental management system. They have formulated QEHS management manual, safe production management system, emergency handling measures for production abnormalities, quality inspection management procedures, management regulations for service sales and maintenance, and Relevant systems and control processes such as the “three Simultaneities management system for environmental protection of construction projects” and the “Regulations on environmental protection reward and punishment management” have defined the policies, objectives and codes of conduct in terms of product quality, safe production and environmental protection; The company ensures that all systems are effectively implemented and all processes are effectively controlled by regularly organizing internal audit, induction training and special training.
The company strictly abides by the labor law and other labor and social security laws and regulations, signs labor contracts with employees according to law, pays employees’ wages in full and on time, pays legal social insurance and housing provident fund for employees, and establishes a sound leave system to effectively protect the legitimate rights and interests of workers.
(5) Corporate culture
The company always inherits the core value concept of “we have been working hard to achieve better”, firmly implements the service tenet of “wholeheartedly, timely, efficient, low-cost and value-added service for every customer forever”, takes the market and customer demand as the guidance, pursues the work style of “speed + result”, and always adheres to the “talent construction” as the center, so that people with desire, ability Employees with performance gain value, pay attention to the unity of shareholder value, company value, team value and personal value, make the value pursuit of employees in the same direction as the company’s business objectives, unify the thoughts of all employees with culture, and promote the sustainable and healthy development of the company.
The company’s directors, supervisors and senior managers play a leading and exemplary role in the construction of corporate culture, and build a communication and sharing platform between all employees and the company’s managers in the form of “century wind” journals; The company spreads its brand, products and services through WeChat official account, official website, company exhibition hall, participating in famous exhibitions and exhibitions in China, launching new product launches, and actively displays the company’s image and culture to the outside world. The company promotes the construction of employees’ cultural system by carrying out rich and diverse cultural activities such as birthday party, traditional festival activities, sports meeting and amateur interest group, reflects humanistic care, and improves the company’s employees’ sense of identity, belonging and cohesion.
2. Business process level
(1) Financial activities
The company and its main business units have formulated regulations on the management of funds and bank bills, daily expense reimbursement management system, borrowing management system, regulations on the management of accounts receivable, regulations on the management of accounts payable and other systems to standardize the management and use of funds and ensure the safety of funds. The company regularly or irregularly makes an inventory of monetary funds and bank reconciliation to ensure that the cash book balance is consistent with the actual situation; The company has made clear the scope of authority, approval procedures and relevant responsibilities of capital business and matters of all departments and posts. Managers at all levels exercise their powers and handle business within the scope of authorization to ensure the safety of funds.
(2) Property protection
The company and its main business units shall establish rules and regulations such as regulations on the management of funds and bank bills, inventory management process, warehouse management system and regulations on the management of fixed assets to clearly specify the daily management and regular inventory of monetary funds, bills receivable, inventory and fixed assets. At the same time, the company applies internal control means such as incompatible position separation, authorization approval and accounting system control to strictly restrict unauthorized personnel from contacting and disposing of property, and takes measures such as property records, physical storage, regular inventory, account and actual verification to ensure that
(3) Procurement business
The company’s main business is to strengthen the procurement and payment process and supplier management in accordance with the supplier development management procedure, supplier audit management system, supplier classification and relationship construction management system, quotation bill of lading and approval operation specification, supplier payment application process, code of conduct for purchasers and other systems and specifications, Comprehensively sorted out the procurement business process, and clarified the responsibilities and authorities of material demand, supplier screening and approval, contract signing, procurement plan formulation, procurement price negotiation, purchase order approval / purchase / acceptance / payment, so as to promote the company’s reasonable procurement, meet the needs of production and operation, standardize procurement behavior and prevent procurement risks.
(4) Sales business
The company’s main business is to develop and maintain customers, manage their credit Sales contract management, product pricing / delivery / after-sales service and collection management have made clear provisions.
In terms of division of responsibilities, the company and its main business units have clarified the responsibilities and approval authorities of marketing, finance, PMC and other departments and posts. The marketing department is responsible for managing the development of customers, the signing of sales contracts, the collection of sales payment and daily operation management; PMC department is responsible for product delivery; The financial department is responsible for customer credit audit, settlement and recording of sales funds, issuing sales invoices and supervising the recovery of payment for goods; All departments and posts perform their respective duties to ensure the authenticity and rationality of various sales revenue, the integrity and safety of products and the effective management of payment for goods.
(5) Research and development
The company continues to strengthen the technological R & D and innovation of its main business. According to a series of systems and processes such as the management specification for R & D project initiation, project plan management specification, product R & D management procedure, patent management system, R & D project intellectual property protection management system and R & D project confidentiality management system, It strictly standardizes the important links such as the establishment and management of R & D projects in the main business, the control of R & D investment process, the use of R & D expenses and intellectual property protection, defines the responsibilities and authorities of relevant departments and posts in the process of R & D, and also makes specific provisions on the confidentiality of R & D process and the protection of intellectual property rights.
(6) Project
The company has formulated the management system of infrastructure projects, the management regulations of construction project acceptance and payment, the internal audit system of engineering projects, the management regulations of engineering and equipment procurement (leasing), the management regulations of equipment and project acceptance and other systems to standardize the planning, management, acceptance and payment of Engineering construction projects, Clarify the division of labor and responsibilities of each department; At the same time, by improving the internal audit and supervision mechanism of the project, audit the bidding, construction process, completion acceptance, pre budget and post settlement stages of the project respectively, and check the project construction expenditure and project construction quality, so as to supervise and urge the effective implementation of the project construction plan and ensure the project construction quality.
(7) Financial Report
The company has formulated financial confidentiality management regulations, accounting archives management system, external information submission and use management system, accountability system for major errors in annual report information disclosure, as well as management regulations on specific subjects and accounting links such as accounts receivable and capital budget, which are responsible for the authority setting of financial system, accounting, financial settlement, preparation of financial report The external provision of financial data and the archiving of accounting materials have been standardized, the division of responsibilities of each link of financial report has been clarified, the separation control of incompatible positions has been strictly implemented, a scientific and reasonable organizational structure has been set and professionals have been equipped to ensure that the financial accounting and report preparation process meet the requirements of the accounting standards for business enterprises and other legal norms.
(8) Performance evaluation
The company and its main business units have formulated performance appraisal management system, salary management system, 360 degree performance appraisal management measures, cadre performance management system and other systems, as well as performance incentive management regulations for some special posts, so as to regularly assess and objectively evaluate the performance of employees, The evaluation results are used as the basis for determining employees’ salary, job promotion, evaluation, demotion, job transfer and dismissal, effectively standardizing performance evaluation activities and strengthening the incentive effect on employees.
(9) Contract management
The legal department of the company is responsible for contract management and risk investigation of the company and its subsidiaries. The company and its main business units formulate and implement contract management regulations, labor contract management system, sales contract management regulations and contract file management system
