Shenzhen Sunlord Electronics Co.Ltd(002138)
Internal control evaluation report in 2021
Shenzhen Sunlord Electronics Co.Ltd(002138) all shareholders:
In 2021, the company (hereinafter referred to as the company) adhered to the principle of risk orientation on the basis of daily and special supervision of internal control 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 standard system), combined with the company's internal control system and evaluation methods, Continuously improve and optimize the company's internal control system to adapt to the changing external environment and the requirements of internal management. In this year, the overall situation of the design and operation of the company's internal control was independently evaluated through risk inspection, internal audit and internal control test. The specific evaluation results are described as follows:
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、 Objectives and principles of internal control evaluation
(I) internal control evaluation objectives
1. Establish and improve the internal organizational structure that meets the requirements of modern enterprise management, and form a scientific decision-making mechanism, implementation mechanism and supervision mechanism to ensure the realization of the company's operation and management objectives and development strategy.
2. Establish and improve an effective risk control system, strengthen risk management and ensure the healthy operation of the company's business activities.
3. Establish a good internal business environment, prevent and timely detect and correct all kinds of errors and fraud, and protect the safety and integrity of the company's property.
4. Standardize the accounting behavior of the company, ensure the authenticity, accuracy and integrity of accounting materials, and improve the quality of accounting information.
5. Ensure the implementation of relevant national laws and regulations and the company's internal rules and regulations.
(II) internal control evaluation principles
1. Principle of legality: the internal control system complies with relevant national laws and regulations and the actual situation of the company. 2. Principle of comprehensiveness: the company's internal control runs through the whole process of decision-making, implementation and supervision of the company, covering various businesses and matters of the company and its subsidiaries.
3. Principle of importance: internal control should pay attention to important business matters and high-risk areas on the basis of comprehensive control.
4. Principle of checks and balances: the establishment of internal control forms mutual restriction and supervision in the aspects of governance structure, institutional setting, distribution of rights and responsibilities, business process, etc., and takes into account the operation efficiency at the same time. Internal control ensures the reasonable setting of the company's institutions and positions and the reasonable division of responsibilities and authorities, adheres to the separation of incompatible positions, and ensures that different institutions and positions have clear rights and responsibilities, restrict and supervise each other.
5. Cost benefit principle: in the establishment and implementation of internal control, the company weighs the implementation cost and expected benefits to achieve effective control at a reasonable cost.
6. Principle of adaptability: the establishment of the company's internal control shall adapt to the company's business scale, business scope, competition and risk level, and shall be adjusted in time with the changes of the company's actual situation.
4、 Internal control evaluation
During the reporting period, the company further improved and optimized the company's internal control system in accordance with the basic norms of enterprise internal control and the guidelines on internal control of listed companies issued by relevant national departments, so as to adapt to the changing external environment and internal management requirements.
(I) evaluation scope of internal control
1. 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 the company and its subsidiaries within the scope of the company's consolidated statements.
(1) Shenzhen Sunlord Electronics Co.Ltd(002138) is the head office of the company. The company is mainly engaged in the R & D, production and sales of new electronic components, including laminated inductive beads, chip varistors, power inductors, high-frequency wound inductors, transformers, common mode chokes, LTCC microwave devices, chip tantalum capacitors, PCBs and other new electronic components. The products are mainly used in communication, consumer electronics and Automotive electronics, cloud computing and cloud services, industry and other application fields;
(2) Shenzhen shunluo Investment Co., Ltd., a wholly-owned subsidiary of the company, is mainly engaged in investment and establishment of industries (specific projects will be reported separately); Investment consulting (excluding securities, futures, insurance and other financial businesses); R & D, design and sales of new electronic components;
(3) Quzhou Shenzhen Sunlord Electronics Co.Ltd(002138) Co., Ltd., a wholly-owned subsidiary of the company, is mainly engaged in the R & D, design, production and sales of PCB high-density circuit boards and electronic components, as well as relevant technical consulting and technology transfer services; Import and export of goods;
(4) Dongguan Shenzhen Sunlord Electronics Co.Ltd(002138) Co., Ltd., a wholly-owned subsidiary of the company, is mainly engaged in R & D, design, production and sales: new electronic components, new transformers, wireless charging modules and precision ceramics; Provide technical scheme design, technology transfer and consulting services;
(5) Shunluo (Shanghai) Electronics Co., Ltd., a wholly-owned subsidiary of the company, is mainly engaged in technology development, technical consultation, technical service and technology transfer in the field of Electronic Science and technology, sales of electronic components, high-performance ceramic materials and products, structural ceramics, refractories, abrasive tools and quartz crucibles, and import and export of goods or technologies;
(6) Shenzhen Sunlord Electronics Co.Ltd(002138) American company, a wholly-owned subsidiary of the company, is mainly engaged in European and American customer development, technical support and technical services;
(7) Xiangtan Shenzhen Sunlord Electronics Co.Ltd(002138) Co., Ltd., a wholly-owned subsidiary of the company, is mainly engaged in R & D, production and sales of special ceramic materials and products, structural ceramic products, quartz crucibles, electronic components and electronic ceramic materials; Import and export of goods;
(8) Shenzhen Shenzhen Sunlord Electronics Co.Ltd(002138) (Hong Kong) Co., Ltd., a wholly-owned subsidiary of the company, is mainly engaged in import and export trade;
(9) Japan Shenzhen Sunlord Electronics Co.Ltd(002138) Co., Ltd., a wholly-owned subsidiary of the company, is mainly engaged in the production, sales, import and export of electronic components and other related businesses;
(10) Dongguan Xinbai Structural Ceramics Co., Ltd., a holding subsidiary of the company, is mainly engaged in the R & D, production and sales of high-quality fine ceramic materials and products, structural ceramics, refractories, abrasive tools and quartz crucibles;
(11) Shenzhen shunluo Automotive Electronics Co., Ltd., a holding subsidiary of the company, is mainly engaged in the R & D, design and sales of electronic components; Import and export of goods and technology.
Production of electronic components;
(12) Shenzhen shunluo laminated Electronics Co., Ltd., a wholly-owned subsidiary of the company, is mainly engaged in the R & D, design and sales of electronic components; Import and export of goods and technology;
(13) Shenzhen shunluo winding Electronics Co., Ltd., a wholly-owned subsidiary of the company, is mainly engaged in the R & D, design and sales of electronic components; Import and export of goods and technology;
(14) Guiyang shunluo Xunda Electronics Co., Ltd., a holding subsidiary of the company, is mainly engaged in the R & D, production and sales of electronic components;
(15) Quzhou shunluo circuit board Co., Ltd., a holding subsidiary of the company, is mainly engaged in the R & D, production and sales of circuit boards and electronic components;
(16) Shenzhen Hualuo Electronics Co., Ltd., a holding company of the company, is mainly engaged in the R & D, design, sales, technical scheme design and consulting of electronic components; China trade; Import and export of goods and technology. Production of electronic components;
(17) Shenzhen shunluo Microwave Devices Co., Ltd., a holding company of the company, is mainly engaged in the R & D, design and sales of electronic components and microwave devices; Import and export of goods and technology;
(18) Taiwan Shenzhen Sunlord Electronics Co.Ltd(002138) Co., Ltd., a subsidiary of the company, is mainly engaged in the wholesale and retail of electronic materials;
(19) Dongguan shunluo Hongzhi Electronics Co., Ltd., a holding company of the company, is mainly engaged in the manufacturing of electronic components; Wholesale of electronic components; Retail of electronic components; Import and export of goods or technology;
(20) Dongguan shunluo tantalum capacitor Electronics Co., Ltd., a holding company of the company, is mainly engaged in the manufacturing of electronic components; Research and development of special electronic materials; Retail of electronic components; Wholesale of electronic components; Import and export of goods or technology;
Device manufacturing; Wholesale of electronic components; Retail of electronic components; Research and development of special electronic materials; Import and export of goods; Technology import and export;
(22) Shenzhen shunluo Xunda Electronics Co., Ltd., a subsidiary of the company's holding subsidiary and a subsidiary of Guiyang shunluo Xunda Electronics Co., Ltd., is mainly engaged in the R & D and sales of high-performance ceramic materials and products, structural ceramics, refractories, abrasives, quartz crucibles and electronic products;
(23) Qingdao Yuantong Electronics Co., Ltd., a subsidiary of the company's holding subsidiary and a subsidiary of Guiyang shunluo Xunda Electronics Co., Ltd., is mainly engaged in the production and development of electronic products, electromechanical products and software products, the production and development agency of electronic components, and the maintenance of household appliances and communication equipment; Mechanical engineering design and construction; Sales of communication equipment, instruments and meters, hardware and electricity, office automation equipment, daily necessities, handicrafts, automobiles (excluding cars) and accessories, chemical products (excluding dangerous goods) and building materials; Import and export of goods and technology. 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 scope of internal control evaluation covers various businesses and matters of the company and some of its subsidiaries, focusing on the following high-risk areas: capital activity risk, asset management risk, procurement management risk, inventory management risk, sales and collection management risk, research and development management risk, engineering project management risk, contract management risk, external guarantee management risk Comprehensive budget management risk, human resource management risk, cost management risk, information system security management risk, related party transaction management risk, and management of holding subsidiaries. (II) the main businesses and matters included in the scope of evaluation include:
1. Internal environment
(1) Organizational structure
In accordance with the requirements of the company law, the securities law and other laws and regulations, the company has established rules and regulations based on the articles of association and with 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 and the working rules of the general manager as the main structure. At the same time, the company has formulated and improved the working rules of the strategy committee of the board of directors The detailed rules for the work of the nomination committee of the board of directors, the detailed rules for the work of the audit committee of the board of directors and the detailed rules for the work of the remuneration and assessment committee of the board of directors further standardize the work flow of each professional committee of the board of directors and are implemented in the work of each professional committee. It has formed a decision-making, operation management and supervision system based on the general meeting of shareholders, the board of directors, the board of supervisors and the management. The general meeting of shareholders, the board of directors, the board of supervisors and the management have clear authorization, standardized operation and effective operation, safeguarding the interests of investors and the company.
The "three meetings" of the company shall perform corresponding duties and make decisions in accordance with the provisions of the articles of association and relevant systems. The general meeting of shareholders is the highest authority of the company; The board of directors is responsible for the general meeting of shareholders, deliberating and making decisions on major decision-making issues in the company's business activities, and submitting them to the general meeting of shareholders for deliberation when necessary; The board of supervisors operates independently and is responsible for supervising the company's operation, finance and the performance of senior executives. The general election of the board of directors and the board of supervisors shall comply with the provisions of relevant laws, regulations and the articles of association. The convening, procedures, contents and resolutions of the "three meetings" are legal and effective. The documents of the "three meetings" are complete and archived, and the voting matters involving related directors, related shareholders or other stakeholders have avoided voting. The operation and financial decisions on major investment, financing, external guarantee and other matters have complied with the procedures of the articles of association and relevant rules of procedure. The actual implementation of the resolutions of the "three sessions" is good.
There are four special committees under the board of directors: Strategy Committee, remuneration and assessment committee, audit committee and Nomination Committee. The members of each special committee are independent directors. The special committees set up under them can basically play a normal role. The independent directors of the company have the necessary knowledge base to perform their duties, have the relevant qualifications of independent directors, comply with the relevant provisions of the CSRC, and can perform the duties of independent directors in the decisions of the board of directors, including expressing considerable and impartial independent opinions on major connected transactions, the company's development strategy and decision-making mechanism, the appointment and dismissal of senior managers and other matters, Play the role of independent directors.
The operation management is responsible to the board of directors, responsible for organizing and 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 organizing the daily operation of internal control.
The company has established an independent internal audit department with full-time auditors. Under the leadership of the audit committee of the board of directors, the audit department independently carries out internal audit and inspection, and regularly reports the work summary and work plan to the audit committee.
In order to adapt to the company's development, strengthen the company's overall planning, unified management, resource sharing and coordinated action ability, improve the orderly, systematic and efficient promotion of the company's strategic decision-making, and improve work efficiency, the company has established the Industrial Development Committee, market development committee, technical development committee The human resources committee and the quality management committee can effectively assist and support the operation of the general manager department.
