Zhongtai Securities Co.Ltd(600918)
About Jinlei Technology Co.Ltd(300443)
Verification opinions on self-evaluation report of internal control in 2021
Zhongtai Securities Co.Ltd(600918) (hereinafter referred to as ” Zhongtai Securities Co.Ltd(600918) ” and “recommendation institution”) as a recommendation institution for non-public offering of shares on the gem of Jinlei Technology Co.Ltd(300443) (hereinafter referred to as ” Jinlei Technology Co.Ltd(300443) ” and “company”), in accordance with the measures for the administration of securities issuance and listing recommendation business and the guidelines for self discipline supervision of listed companies on the Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on the gem According to the requirements of the Shenzhen Stock Exchange GEM Listing Rules and other documents, Zhongtai Securities Co.Ltd(600918) checked Jinlei Technology Co.Ltd(300443) 2021 annual internal control self-evaluation report, and issued the following verification opinions: I. 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 units included in the evaluation scope include: Jinlei Technology Co.Ltd(300443) , Shandong Jinlei new energy Co., Ltd. and Shandong Jinlei new energy reassembly Co., Ltd. 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 income accounts for 100% of the operating income in the company’s consolidated financial statements. The main businesses and matters included in the evaluation scope include: corporate governance, organizational structure, internal supervision, corporate culture, human resource management, sales and collection, procurement and payment, fund management, asset management, related party transactions, major investment, project management, subsidiary management, financial report, information disclosure, R & D management, etc. The high-risk areas of focus mainly include: fund management, sales and collection, procurement and payment, project management, foreign investment, information disclosure, etc.
The above units, businesses and matters included in the evaluation scope and high-risk areas cover the main aspects of the company’s operation and management, and there are no major omissions.
(II) basis of internal control evaluation and identification standard of internal control defects
The company organizes the annual internal control evaluation according to the enterprise internal control standard system and in combination with the internal control management system of the company and the rules and regulations, working rules and other relevant system documents of various departments. The board of directors of the company distinguished the internal control of financial report from the internal control of non-financial report according to the identification requirements of the enterprise internal control standard system for major defects, important defects and general defects, combined with the factors such as the company’s scale, industry characteristics, risk preference, risk tolerance and operation status, and studied and determined the specific identification standards of internal control defects applicable to the company. The identification standards of internal control defects determined by the company are as follows:
1. Identification standard of internal control defects in financial reporting
(1) The quantitative criteria for the evaluation of internal control defects in financial reporting determined by the company are as follows:
The quantitative standard takes the total revenue and total assets as the measurement indicators. When the potential misstatement caused by an internal control defect affects multiple indicators, the nature of the defect shall be determined according to the principle of the lower one.
Major defects: ① misstatement amount ≥ 1.0% of total assets; ② The amount of misstatement ≥ 2.0% of the total operating revenue.
Important defects: ① 0.5% of total assets ≤ misstatement amount ＜ 1.0% of total assets; ② 1.0% of total operating revenue ≤ misstatement amount ＜ 2.0% of total operating revenue.
General defects: ① the amount of misstatement is less than 0.5% of the total assets; ② The amount of misstatement is less than 1.0% of the total operating revenue.
(2) The qualitative criteria for the evaluation of internal control defects in financial reporting determined by the company are as follows:
Major defects: serious violation of laws and regulations, resulting in the company being ordered by the regulatory authority to suspend business for rectification; Fraud by directors, supervisors or senior managers of the company and causing important losses and adverse effects to the company; The company’s internal control environment is invalid; Administrative penalties imposed by securities regulatory authorities due to accounting errors; There are significant misstatements in the current financial statements of the company, but the internal control fails to find them in the operation process; The supervision of the company’s audit committee and internal control audit institutions on internal control is invalid.
Important defects: the disclosure of important information and significant losses to the company’s business operation; Failure to select and apply accounting policies in accordance with GAAP; Failure to establish anti fraud procedures and control measures; No corresponding control mechanism has been established or implemented for the accounting treatment of unconventional or special transactions, and there is no corresponding compensatory control; There are one or more defects in the control of the financial reporting process at the end of the period, and it can not reasonably ensure that the prepared financial statements achieve the goal of authenticity and accuracy.
General defects: other internal control defects that do not constitute major defects and important defect standards.
2. Identification standard of internal control defects in non-financial reporting
(1) The quantitative criteria for the evaluation of internal control defects in non-financial reporting determined by the company are as follows:
Major defects: direct economic losses caused by internal control defects in non-financial reporting ≥ 10 million yuan. Important defect: 5 million yuan ≤ direct economic loss caused by internal control defect of non-financial report ＜ 10 million yuan.
General defects: the amount of direct economic loss caused by internal control defects in non-financial reporting is less than 5 million yuan. (2) The qualitative criteria for the evaluation of internal control defects in non-financial reporting determined by the company are as follows:
Major defects: major mistakes caused by decision-making procedures; Lack of institutional control or systematic failure of important business, and lack of effective compensatory control; Serious loss of middle and senior managers of the company; The result of internal control evaluation is that major defects have not been rectified; Other situations that have a significant negative impact on the company.
Important defects: General mistakes caused by decision-making procedures; Defects in important business systems or systems; Serious loss of business personnel in key positions; The result of internal control evaluation is that important defects have not been rectified; Other situations that have a great negative impact on the company.
General defects: the efficiency of decision-making procedure is not high; Defects in general business system or system; Serious loss of business personnel in general posts; The general defects of the internal control evaluation results have not been rectified.
(III) overall situation of the company’s internal control
1. Control environment
(1) Corporate governance structure
In accordance with the provisions of the company law, the securities law and other relevant laws and regulations, the company has established a relatively perfect corporate governance structure and established a general meeting of shareholders, a board of directors and a board of supervisors. The general meeting of shareholders is the highest authority of the company, enjoying the legal rights stipulated in laws and regulations and the articles of association, and exercising the voting rights on major matters such as the company’s business policy, major financing, investment, profit distribution and so on. The board of directors shall be responsible to the general meeting of shareholders and exercise the company’s business decision-making power according to law. The board of Directors consists of four special committees: Strategy Committee, audit committee, nomination committee and salary and assessment committee. Each special committee has its own rules of procedure and working system corresponding to its functions to standardize its authority and responsibilities. The board of supervisors shall be responsible to the general meeting of shareholders and supervise the actions of the board of directors and the management, the legality and compliance of the performance of duties and the financial situation of the company. In addition, the company has established a general manager responsibility system under the leadership of the board of directors. The general manager of the company is appointed by the board of directors. Under the leadership of the board of directors, he is fully responsible for the daily operation and management activities of the company. Senior managers such as Deputy general manager and chief financial officer assist the general manager in his work.
The above-mentioned institutions of the company have clear rights and responsibilities, perform their respective duties, check and balance each other, make scientific decisions and coordinate operation.
(2) Organization setting and distribution of rights and responsibilities
On the basis of the basic organizational framework of internal control determined by the governance structure, the company has established a functional organization to meet the needs of the company’s operation and management, formed an effective operation mode suitable for the actual situation of the company, and the organizational division of labor is clear, the functions are sound and clear. All functional departments can perform their respective duties and cooperate effectively to ensure the orderly progress of the company’s production and operation activities.
(3) Internal audit
The company has set up an audit department to independently exercise audit functions and powers under the guidance of the audit committee of the board of directors. The audit department carries out comprehensive audit, special audit or special investigation by combining regular and irregular methods to evaluate the efficiency and effect of internal control design and implementation. Supervise and inspect the effectiveness of the company’s internal control design and operation, timely put forward control management requirements for the problems found in the supervision and inspection, and urge relevant departments to track and verify the rectification results after timely rectification, so as to promote the continuous improvement and improvement of the company’s internal control quality and ensure the standardized operation of the company.
(4) Human resources
The company has established and implemented a scientific human resource management system to clarify the post responsibilities, work objectives and performance appraisal standards of employees, stimulate the enthusiasm of employees, and provide the basis and basis for employee training, promotion, rewards and punishments. The company attaches great importance to the construction of employee echelon, opens up the dual channels of management and professional and technical promotion for employees, establishes a long-term incentive plan for core personnel, organically combines the career planning of employees with the development planning of the company, and creates a good working environment to attract talents, retain talents and encourage talents to stand out. 2. Risk assessment
The company attaches importance to risk assessment and has established an effective risk assessment system. According to the internal control environment and development strategic planning, and in combination with the characteristics of the industry, the company effectively identifies and analyzes the possible policy, operation, financial and other risks at all levels and links of the company. Through sufficient risk assessment, measures are taken according to the type, importance and occurrence probability of risks, Take targeted measures to timely manage and respond to the identified risks, control the enterprise risks within an affordable range, and ensure the healthy and sustainable development of the company.
3. Control activities
According to the risk assessment results, the enterprise adopts corresponding control measures to control the risk within the tolerable range. The company has designed and implemented appropriate control activities in key business process areas according to the risk level. For the control of main business processes, the main risks, authority and responsibility requirements and key control operation requirements at the business process level are clarified to ensure that the requirements of the company’s internal control are implemented in the business field. In particular, targeted control measures have been implemented in key high-risk areas. The details are as follows:
(1) Incompatible job separation control
Before position setting, the company will analyze and sort out the incompatible jobs involved in each business process, take into account the control requirements of incompatible job separation, implement corresponding separation measures, and form a working mechanism of performing their respective duties and mutual restriction.
(2) Transaction authorization control
According to the size and nature of the transaction, the company adopts different transaction authorization according to the articles of association and various management systems. For general transactions that often occur, such as expense reimbursement and purchase and sales business, the level by level authorization approval system of each department shall be adopted: for non recurring business transactions, such as foreign investment, issuance of shares, guarantee, related party transactions and other major transactions, the chairman of the company, the board of directors and the general meeting of shareholders shall approve them according to different transaction amounts.
(3) Accounting system control
The company strictly implements the accounting standards, strengthens the basic work of accounting, establishes a standardized accounting and monitoring system, defines the processing procedures of accounting vouchers, accounting books and financial accounting reports, and ensures the authenticity, accuracy and integrity of accounting materials. The company has set up more reasonable posts in financial accounting and equipped with corresponding financial personnel. The division of labor of financial and accounting personnel is clear, and each post can restrain each other. The key responsibilities such as approval, execution and bookkeeping are divided by different authorized personnel, giving full play to the supervision function of accounting. (4) Sales and collection
The company has formulated a relatively perfect management system related to sales business, determined appropriate sales policies and strategies, defined the responsibilities and approval authority of sales, contract, delivery, collection and other links, and handled sales business in accordance with the specified authority and procedures. Regularly check and analyze the weak links in the sales process, and take effective control measures to ensure the achievement of sales objectives. In establishing and implementing the internal control of sales business, strengthen the risk control of key links and take corresponding control measures. Formulate and adjust sales strategies according to market research, conduct customer credit management by category, select appropriate settlement methods, ensure the recovery rate of accounts receivable and prevent sales business risks.
(5) Procurement and payment
The company has formulated the material procurement management measures, which defines the responsibilities, authorities, mutual restriction requirements and measures of relevant personnel in purchase requisition and approval, procurement and acceptance, payment application, payment and other links. The company manages suppliers in strict accordance with the requirements of the quality system management system, implements the supplier access and assessment mechanism, formulates control measures for the access, confirmation and assessment of various types of suppliers according to the category of purchased materials, and dynamically manages suppliers to ensure the quality of purchased materials. The payment for goods shall be carried out in strict accordance with the terms of the contract, the rights and responsibilities of the payment link shall be clear, and the payment matters shall be implemented after being approved by the financial manager, the general manager or the chairman.
(6) Fund management
The company has formulated the fund management system, which has made clear provisions on fund budget, fund settlement and approval, cash management, bank deposit management, fund inspection, etc. The company implements the post responsibility system for monetary capital business, defines the responsibilities and authorities of relevant departments and posts, and ensures that incompatible Posts handling monetary capital business are separated, restricted and supervised. The audit department shall regularly organize and carry out fund inspection, fund internal control inspection and other work.
The company has formulated the measures for the management of raised funds, which clearly stipulates the storage, use, project implementation management, change of investment projects, supervision of use and information disclosure of raised funds, so as to ensure the standardized, open and transparent use of raised funds. The management of the raised funds of the company has always been carried out in strict accordance with the relevant systems such as the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies, the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange and the measures for the management of raised funds of the company. (7) Asset management control
Record and keep, and adhere to regular inventory, account verification and other measures to ensure property safety. At the same time, the company controls the key links such as acceptance, warehousing, receiving, issuing, storage and disposal of monetary funds and physical assets, and takes measures such as division of responsibilities, regular physical inventory, property records and account reality verification, and regularly carries out impairment tests on assets such as accounts receivable, foreign investment, fixed assets, construction in progress and intangible assets, Make reasonable provision for expected credit loss and asset impairment loss.
(8) Internal control of related party transactions
In order to standardize the decision-making management and information disclosure of related party transactions, the company has formulated the related party transaction management system, which makes detailed provisions on related party transactions and their prices, decision-making authority and decision-making procedures of related party transactions, disclosure of related party transactions, etc. The company is separated from affiliated enterprises in business, assets, finance and other aspects. Related party transactions follow the commercial principles of openness, fairness and impartiality to ensure that related party transactions do not harm the interests of the company and shareholders, especially the legitimate rights and interests of small and medium-sized investors.
(9) Internal control of external guarantee
The company has formulated the external guarantee management system and defined the approval authority of the general meeting of shareholders and the board of directors on external guarantees in the articles of association. The internal control of the company’s external guarantee follows the legal and
