Shanghai Nenghui Technology Co.Ltd(301046) : self evaluation report on internal control in 2021

Shanghai Nenghui Technology Co.Ltd(301046)

Self evaluation report on internal control in 2021

Shanghai Nenghui Technology Co.Ltd(301046) all shareholders:

In accordance with the provisions of the basic norms of enterprise internal control and its supporting guidelines and other internal control regulatory requirements (hereinafter referred to as the “enterprise internal control normative system”), combined with the internal control system and evaluation methods of Shanghai Nenghui Technology Co.Ltd(301046) (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

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

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 main units included in the evaluation scope include: Shanghai Nenghui Technology Co.Ltd(301046) and wholly-owned subsidiaries and holding subsidiaries within the consolidation scope. The total assets of the units included in the evaluation scope account for 100% of the total assets of the company’s consolidated financial statements, and the total operating revenue accounts for 100% of the total operating revenue of the company’s consolidated financial statements. The main businesses and matters included in the evaluation scope include: internal environment, information and communication, capital operation and management, bidding and procurement payment management, bidding and engineering business collection management, construction process management and cost control, asset operation and management, R & D, control of subsidiaries, information disclosure management, accounting system, etc. The details are as follows:

1. Internal environment

(1) Governance structure

In accordance with relevant national laws and regulations and the articles of association, the company has established a standardized corporate governance structure and rules of procedure, defined the responsibilities and authorities in decision-making, implementation and supervision, and formed a scientific and effective division of responsibilities and check and balance mechanism.

1) The rules of procedure of the general meeting of shareholders have been formulated, which clearly stipulates the nature, functions and powers of the general meeting of shareholders and the working procedures such as convening and notification, proposal, voting and resolution of the general meeting of shareholders. The formulation and effective implementation of the rules ensure that the general meeting of shareholders exercises the decision-making power on major matters according to law, which is conducive to protecting the legitimate rights and interests of shareholders.

2) The board of directors of the company is composed of 9 directors, with 1 Chairman, including 3 independent directors. There are four special committees and the office of the board of directors, including the strategy committee, the audit committee, the remuneration and assessment committee and the Nomination Committee; The special committees are held by the company’s directors and independent directors. The company has formulated the rules of procedure of the board of directors, the working system of independent directors, the working rules of the strategy committee of the board of directors, the working rules of the audit committee of the board of directors, the working rules of the remuneration and assessment committee of the board of directors and the working rules of the nomination committee of the board of directors, which stipulate the selection and employment procedures of directors, the obligations of directors, the composition and responsibilities of the board of directors Rules of procedure of the board of directors, working procedures of independent directors, composition and responsibilities of each special committee, etc. The formulation and effective implementation of these systems can ensure that the special committee can effectively perform its duties and provide help for the scientific decision-making of the board of directors.

3) The board of supervisors of the company is composed of three supervisors, one of whom is the employee representative. The company has formulated the rules of procedure of the board of supervisors, which clearly stipulates the responsibilities of supervisors, the functions and powers of the board of supervisors, the convening and notification of the board of supervisors, resolutions, etc. The formulation and effective implementation of the rules will help give full play to the supervisory role of the board of supervisors and protect the interests of shareholders, the company and the legitimate interests of employees from infringement.

4) The company has formulated the general manager’s working rules, which stipulates the responsibilities of the general manager, the general manager’s office meeting, the general manager’s reporting system, supervision system and so on. The formulation and effective implementation of these systems ensure the effective implementation of various decisions of the board of directors, and improve the operation and management level and risk prevention ability of the company.

(2) Internal organizational structure

The internal institutions set up by the company include: new energy design and Research Institute, distributed energy operation and maintenance center, engineering management center, market operation center, human resources department, material procurement department, quality and safety department, general manager office, finance department, legal department, board office and audit department. By reasonably dividing the responsibilities of each department and post, and implementing the principle of separation of incompatible positions, a mechanism of clear division of labor, mutual cooperation and mutual checks and balances is formed between each department, which ensures the orderly and healthy operation of the company’s production and operation activities and the realization of control objectives.

(3) Establishment of internal audit institutions

The audit committee under the board of directors of the company is responsible for the communication, supervision and verification of internal and external audits of the company in accordance with the working rules of the audit committee of the board of directors and other regulations. The audit committee consists of three directors and two independent directors, one of whom is an accounting professional and serves as the convener of the Committee. The audit committee has an audit department, which has the professional ability to carry out audit work independently. The audit department shall supervise and inspect the effectiveness of internal control in combination with internal audit supervision. The audit department shall report the internal control defects found in the supervision and inspection in accordance with the internal audit procedures of the enterprise; Have the right to report directly to the board of directors, its audit committee and the board of supervisors on the major defects of internal control found in the supervision and inspection.

(4) Human resources policy

The company has formulated human resources policies conducive to the sustainable development of the enterprise, including: employment, training, dismissal and resignation of employees; Salary, assessment, promotion, reward and punishment of employees; Compulsory leave system and regular job rotation system for employees in key positions; Restrictive regulations on the departure of employees who master important trade secrets, etc.

At the same time, the company attaches great importance to the quality of employees and takes professional ethics and professional competence as important standards for selecting and employing employees. The company also carries out various forms of follow-up training and education for different posts according to the needs of actual work, so that employees can be competent for their jobs.

(5) Corporate culture

Adhering to the enterprise tenet of “serving the green cause and creating a better environment”, the company adheres to the enterprise policy of “continuously improving work, permanently improving quality, realizing life value and giving back to the public”, and is committed to the construction of a modern energy system of “clean, low-carbon, safe and efficient”. The company attaches great importance to strengthening the construction of corporate culture, cultivating positive values and sense of social responsibility, advocating honesty and trustworthiness, dedication, innovation and teamwork, establishing modern management concept and strengthening risk awareness. Directors, supervisors, managers and other senior managers shall play a leading role in the construction of corporate culture. Employees of the enterprise shall abide by the code of conduct for employees and earnestly perform their post responsibilities.

2. Information and communication

The company has established an information and communication system to clarify the collection, processing and transmission procedures of information related to internal control, ensure timely communication of information and promote the effective operation of internal control.

(1) Information collection channels are unblocked. The company can obtain internal information through financial and accounting materials, operation and management materials, research reports, special information, internal publications, office network and other channels; External information can also be obtained through industry associations, social intermediaries, business units, market research, letters and visits, online media and relevant regulatory authorities.

(2) Timely information transmission procedures. The company can timely communicate and feed back information related to internal control among internal management levels, responsible units and business links, as well as between the enterprise and external investors, creditors, customers, suppliers, intermediaries and regulatory authorities. Problems found in the process of information communication can be reported and solved in time. Important information can be transmitted to the board of directors, the board of supervisors and the management in time. (3) Information system operation security. The company has established control systems for information system development and maintenance, access and change, data input and output, document storage and custody, network security and other aspects to ensure the safe and stable operation of the information system.

(4) The anti fraud mechanism is transparent. The company has established an anti fraud mechanism to clarify the key areas and key links of anti fraud work and the responsibilities and authorities of relevant institutions in anti fraud work, and standardize the reporting, investigation, handling, reporting and remedial procedures of fraud cases. We have established a reporting and complaint system and a whistleblower protection system, set up a reporting special line, and clarify the reporting and complaint handling procedures, handling time limit and completion requirements, so as to ensure that reporting and complaints become an important way for enterprises to effectively grasp information. The reporting and complaint system and whistleblower protection system have been timely communicated to all employees.

3. Capital operation and management

The company has formulated business norms such as financial accounting management system, monetary fund management system and bank deposit management regulations, which have made scientific and strict provisions on the scope of use, approval authority and business process of monetary funds, defined the scope of use of cash and the regulations that should be observed when handling cash revenue and expenditure business, and defined the opening, use and Change and clean-up procedures to ensure the authenticity and controllability of the company’s monetary funds. (2) Financing management

The company has formulated the financing management measures, the raised funds management system and corresponding business management processes, and defined the authorization and approval procedures and operation processes of loans. In strict accordance with the specified requirements, the company selects standardized financing methods, reasonably raises relevant funds, strictly controls financial risks, reduces capital costs, and ensures the capital needs of the company’s normal production and operation activities.

4. Bidding, procurement and payment management

The company has formulated the bidding management system and procurement management control system, standardized the corresponding business processes, and defined the authorization and approval methods, authorities, procedures, responsibilities and relevant control measures for bidding, procurement and payment business; It focuses on the preparation and approval of procurement plan, supplier selection and evaluation, determination and control of procurement price, signing and implementation of procurement contract, financial accounting and management of accounts payable. 5. Payment collection management of bidding and engineering business

The company has formulated business specifications such as bidding management system and project business payment collection management system, which clearly stipulates the bidding rules of the project, the drafting, review and signing of the project contract, and the recovery and review of the project payment.

6. Construction process management and cost control

(1) Construction and quality management

The company has formulated construction plan management system, construction organization design preparation and approval system, project quality management system, civilized construction management measures and corresponding business management processes, and made specific specifications for construction plan management, construction scheduling management, site management, project quality acceptance and quality control, and has mature operation experience.

(2) Cost control

The company has formulated project cost management measures, cost accounting management system, budget management system and corresponding business management processes, and formulated unified cost accounting methods to collect and calculate various costs. At the same time, the management and control of costs and expenses are strengthened through budget management and performance appraisal.

(3) Engineering materials, inventory and warehouse management

The company clearly stipulates the standardized process of warehousing acceptance management and material distribution of engineering materials, and sets up the supervision and assessment procedures of regular or irregular inspection and inventory.

7. Asset operation and management

The company has formulated the fixed assets management system, intangible assets management system and corresponding business process specifications, which specifically regulate the purchase, management process, maintenance, lease, lending, transfer and scrapping of assets, as well as the application, maintenance and abandonment of intangible assets.

8. Research and development

The company has formulated the R & D management system and other internal control documents, which specifically stipulates the specific control specifications of the procedures such as topic selection pre research, project initiation report, research and test, technical summary and so on, and promotes the standardized, effective and rapid development of technological development and process reform.

9. Control of subsidiaries

The company has formulated the internal control system of subsidiaries (enterprises) and the decision-making system of related party transactions to manage the organizational structure and personnel of subsidiaries, the production and operation of subsidiaries and other business levels, and the financial operation and statement preparation quality of subsidiaries, To ensure the legal compliance of the subsidiary’s operation and the consistency with the company’s business strategy.

10. Information disclosure management

The company has formulated the information disclosure management system, which makes corresponding provisions on the company’s information disclosure, so as to ensure the rapid transmission, efficient communication and timely feedback of information inside and outside the company, and ensure the effective operation of internal control. 11. Accounting system

In strict accordance with the company law, accounting law, accounting standards for business enterprises and other laws and regulations, the company has established a perfect financial management control system and relevant operating procedures, effectively controlled various key links such as procurement, production, sales and financial management, and ensured the accuracy and reliability of accounting confirmation, accounting and recording. During the reporting period, no major defects or important defects were found.

The above units, businesses and matters included in the evaluation scope cover the main aspects of the company’s operation and management, and there are no major omissions.

（2） Basis of internal control evaluation and identification standard of internal control defects

The company organizes the opening according to the enterprise internal control standard system