Shenwan Hongyuan Group Co.Ltd(000166) securities underwriting and recommendation Co., Ltd
About Shenzhen Xfh Technology Co.Ltd(300890)
Verification opinions of internal control evaluation report in 2021
Shenwan Hongyuan Group Co.Ltd(000166) securities underwriting and recommendation Co., Ltd. (hereinafter referred to as " Shenwan Hongyuan Group Co.Ltd(000166) underwriting and recommendation company" and "recommendation agency") is the recommendation agency for Shenzhen Xfh Technology Co.Ltd(300890) (hereinafter referred to as " Shenzhen Xfh Technology Co.Ltd(300890) " company ") to issue shares to the public for the first time and go public, In accordance with the relevant provisions of the measures for the administration of securities issuance and listing recommendation business, the guidelines for self regulatory supervision of listed companies of Shenzhen Stock Exchange No. 13 - recommendation business, and the guidelines for self regulatory supervision of listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on GEM, Reviewed and verified the internal control evaluation report of Shenzhen Xfh Technology Co.Ltd(300890) 2021 (hereinafter referred to as the "evaluation report") issued by the company. The details are as follows:
1、 The sponsor's verification of Shenzhen Xfh Technology Co.Ltd(300890) internal control
The board of directors reviewed the reasonableness of the company's internal recommendation and control system, reviewed the original documents of the company's internal audit meeting and the effectiveness of the company's internal control system through interviews with the board of supervisors, and issued a comprehensive evaluation of the integrity of the company's internal recommendation and control system Careful verification.
2、 Evaluation conclusion of the company's internal control
The board of Directors believes that as of December 31, 2021, the company has established a relatively complete, reasonable and effective internal control system in all major aspects, which has been effectively implemented, and no major defects in the internal control system have been found in the process of implementation.
In 2021, the company has no other internal control information that may have a significant impact on investors' understanding of internal control evaluation report, evaluation of internal control or investment decision-making.
From the base date of the internal control evaluation report to the issuance date of the internal control evaluation report, there are no factors affecting the evaluation conclusion of the effectiveness of internal control.
3、 Internal control evaluation
(I) evaluation scope of internal control
The scope of internal control evaluation covers various businesses and matters of the company and its subordinate units as well as high-risk areas. The units included in the evaluation scope include the company and its subsidiaries in the consolidated statements, Fujian Shenzhen Xfh Technology Co.Ltd(300890) new energy materials Co., Ltd. and Sichuan Shenzhen Xfh Technology Co.Ltd(300890) new energy materials Co., Ltd. (hereinafter referred to as "subsidiaries").
The main businesses and matters included in the evaluation scope include: organization, human resources, corporate culture, procurement business, capital activities, sales business, guarantee business, financial report, R & D and technology, internal information transmission, contract management, internal supervision, information disclosure, use of raised funds and other businesses.
1. Organizational structure
In accordance with the provisions of the company law, the securities law, relevant regulatory provisions and the articles of association, the company has established the general meeting of shareholders, the board of directors and the board of supervisors as the power organ, executive organ and supervisory organ of the company, and established and improved the corporate governance structure of the company. The company has formulated the corresponding rules of procedure and the working system of independent directors, 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. The board of directors of the company is now composed of 9 members, including 3 independent directors. Under the authorization of the general meeting of shareholders, the board of directors is fully responsible for the operation and management of the company, formulate the annual comprehensive plan and general objectives, and clarify the main indicators. The establishment of the company's independent director system provides a strong guarantee for the company to determine the development plan, improve the investment decision-making procedures, strengthen the scientificity of decision-making, improve the efficiency and quality of major investment decisions, improve the salary management and assessment system of senior executives, and strengthen the decision-making and supervision functions of the board of directors. The Secretary of the board of directors is set under the board of directors, which is responsible for handling the daily affairs of the board of directors. Under the leadership of the board of directors, the general manager is fully responsible for the daily operation and management activities of the company to ensure the normal operation of the company.
2. Human resources
The company adheres to the employment principle of "openness, fairness and justice", implements the human capital concept of "employees are the core value of the company", always people-oriented, fully respects, understands and cares about employees, and has formulated a series of personnel management systems such as employment, training, dismissal, salary, assessment, promotion, reward and punishment, Ensure the stable development of the company's human resources. At the same time, the company also continuously improves the quality of employees by strengthening the training and continuing education of employees, and retains excellent talents through incentive mechanism to ensure the stability of personnel.
3. Corporate culture
The company constantly strengthens the construction of corporate culture, summarizes the fine traditions, excavates the cultural heritage, refines the core values, and develops a place where people-oriented and strivers achieve their career dreams according to the development strategy and actual situation; Actively create a good atmosphere of working with one heart and one mind, create a new situation of deepening reform, and continue to build high-quality innovative enterprises.
The company actively cultivates a corporate culture with its own characteristics and is committed to creating opportunities for employees, creating value for shareholders and creating wealth for the society. The company adheres to the enterprise vision of "building the company into a world-class provider of new energy materials solutions", the enterprise mission of "unremittingly strengthening technical force and providing leading and high-quality products", and the basic working principles of enterprise values of "market-oriented, creating value for customers and winning customer trust", so as to strengthen the construction of harmonious enterprise culture, Enhance employees' sense of belonging to the enterprise and improve employees' job satisfaction. Corporate culture gives every employee a strong sense of mission and crisis. The company's employees meet various challenges in their work with the spirit of learning, innovation and development.
4. Procurement business
The company attaches importance to the implementation of internal control of procurement business. On the premise of ensuring the fairness, impartiality and integrity of the procurement process, the company has re sorted out the existing system documents to find out omissions and make up deficiencies. Standardize procurement process and control supplier selection. It clearly stipulates the processes and authorization approval matters of the company's supplier evaluation and selection, procurement plan, procurement application and approval, procurement contract conclusion, arrival acceptance and warehousing, procurement payment, inventory collection, inventory scrap and disposal. The company's procurement, goods acceptance and inventory storage are carried out by different departments to ensure the separation of incompatible posts.
In 2021, the company will continue to strengthen the construction of strategic supply chain, distribute resources and stabilize the market. By carrying out industry benchmarking, we will fight to reduce costs and increase efficiency.
5. Financial activities
The company has formulated relevant systems to standardize the use of the company's cash, bank deposits, bills and financial seals, and clearly stipulates the company's monetary fund withdrawal, authorization and approval, borrowing and reimbursement procedures. The company conducts regular and irregular inventory of monetary capital, inventory, fixed assets, construction in progress and intangible assets every year, checks the actual accounts of assets in the inventory process, and timely handles the problems found in the inventory.
According to the actual payment of the raised funds in 2021, without affecting the normal progress of the investment plan of the raised funds and ensuring the safety of the funds, the company uses the idle raised funds to buy principal guaranteed financial products with high safety and good liquidity, and accurately matches the short-term idle funds with time deposits, so as to improve the use efficiency of the raised funds, Make rational use of idle raised funds to increase the company's income.
In terms of financing, in combination with the annual business plan and budget arrangement, the company evaluates the financing plan and performs the corresponding approval procedures, determines the financing plan by using the lower financing cost and more reasonable capital structure, and defines the purpose, scale, structure and mode of funds, which alleviates the operating pressure and helps the company calmly pursue long-term goals, Achieve sustainable development.
6. Business sales
The company reorganized the sales business process, improved the management system related to sales business, regularly inspected and held sales meetings, analyzed the weak links in sales business, and took effective control measures to ensure the realization of sales objectives. In addition, it has also strengthened the research on the market, established a scientific information collection and feedback system, timely collected, analyzed and fed back, played the key role of market information in sales decision-making, and made efforts to improve the foresight, pertinence and effectiveness of sales strategy; Create a sales mechanism in line with market rules, quantify responsibilities, and strengthen incentive and assessment measures; Improve the construction of sales team, optimize the allocation of resources and build a strong sales team. 7. Guarantee business
Since listing, the company has continuously strengthened the internal control and management of guarantee behavior. In 2021, the company's guarantee to subsidiaries and the guarantee from subsidiaries to the company were reviewed by the board of directors and the general meeting of shareholders, and there was no ultra vires approval or approval. In 2021, the company and its subsidiaries had no external guarantee.
8. Financial Report
The company's accounting and financial report preparation are in strict accordance with the requirements of the enterprise's internal control standard system, and the accounting process is true, accurate and effective; The financial report truly and fairly reflects the company's financial position, operating results and cash flow. Since its listing, the company has continuously improved the quality and effect of financial analysis, prepared the financial report in strict accordance with the company's internal financial report preparation system, and disclosed the information of the financial report in time. In addition, the finance department also combs, summarizes and analyzes the problems found in the process of previous annual financial reports, so as to continuously improve the level of financial management.
9. R & D and technology
The company set up a research institute to be responsible for the company's new product R & D, product improvement and intellectual property management, and formulated corresponding management systems and procedures. The finance department is responsible for collecting financial data in the development process and providing product costs, R & D costs, etc. The posts involved in the management business of technological achievements contain each other, and clarify their respective rights and responsibilities and the requirements and measures of mutual restriction in the ownership of the rights of technological achievements, the management and budget of property rights, the application and maintenance of patents, and the licensing and transfer of patents.
10. Internal information transmission
The company has established a relatively comprehensive internal information transmission process, standardized the internal information transmission business operation, ensured that the internal information transmission is compliant, complete, sound and scientific, ensured a strict internal information transmission process, strengthened the integration and sharing of internal report information, and ensured that the internal information transmission is timely. After the company went public, it reorganized the responsibilities of various management departments and clarified the division of tasks; Unify the production, supply and marketing data temsector to avoid repeated accounting; Promote plan information management and implement online approval process. The company continues to pay attention to the impact of external information such as market environment and policy changes on production and operation management, and widely collects, analyzes and arranges external information in order to take countermeasures. At the same time, the company has signed a confidentiality agreement with its employees to lay a good foundation for the establishment of a confidentiality management system.
11. Contract management
The company continues to strengthen contract management, strictly review the contract text, regularly inspect and evaluate the weak links in contract management, and take corresponding control measures to effectively safeguard the legitimate rights and interests of the company. Strictly perform the contract in accordance with the principle of good faith, and inspect, analyze and accept the performance and effect of the contract to ensure the full and effective performance of the contract.
12. Internal supervision
The company shall supervise and inspect the establishment and implementation of internal control, evaluate the effectiveness of internal control, find internal control defects and improve them in time. In accordance with laws, regulations and relevant normative documents, the company has established the board of supervisors, the audit committee of the board of directors, the audit department, the finance department and other institutions and departments to be responsible for the internal supervision of the company, supervise the performance of duties by directors and senior managers, review the company's financial information and its disclosure, and review the company's internal control system, Inspect major connected transactions, conduct routine inspection or irregular random inspection on all aspects of the company's business, and regularly inspect the use and management of the company's raised funds. 13. Information disclosure
The company strictly abides by the information disclosure management regulations of the CSRC and the Shenzhen Stock Exchange, defines the reporting and transmission responsibilities of the company's major internal information, the confidentiality responsibilities of relevant insiders before the disclosure of insider information, and clearly stipulates the information disclosure obligors, information disclosure contents and other matters of the company. In the daily information disclosure of the company, the information disclosure process is strictly implemented in accordance with the established audit process, which is true, accurate, complete, timely and fair.
14. Use of raised funds
The company has formulated the management system of raised funds, which clearly stipulates the application, hierarchical approval authority, decision-making procedures, risk control and information disclosure procedures for the use of raised funds, and ensures their effective implementation. Since the listing, the internal audit department, the board of supervisors, the audit committee and other institutions of the company have inspected the special account management of the raised funds, the signing and implementation of the tripartite supervision agreement, and the approval procedures for the use of expenses, and found no violation of the provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange on the use of the raised funds of GEM listed companies, which promoted the standardized use of the raised funds.
(II) basis of internal control evaluation and identification standard of internal control defects
According to the identification requirements of the enterprise internal control standard system for major defects, important defects and general defects, and in combination with the company's scale, industry characteristics, risk preference, risk tolerance and other factors, the board of directors of the company distinguished the internal control of financial reports from the internal control of non-financial reports, 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
The quantitative criteria for the evaluation of internal control defects in financial reporting determined by the company are as follows:
(1) Major defects:
Impact of project defects
Errors involving assets and liabilities 5% of total assets, and the absolute amount exceeds 10 million yuan
Involving revenue error 5% of operating revenue, and the absolute amount exceeds 10 million yuan
Involving profit error 10% of the total profit, and the absolute amount exceeds 5 million yuan
(2) Important defects:
Impact of project defects
Involving assets and liabilities, 3% of total assets error ≤ 5% of total assets, or 5 million yuan absolute amount ≤ 10 million yuan
Involving 3% of operating income error ≤ 5% of operating income, or 5 million yuan absolute amount ≤ 10 million yuan
Involving 5% of total profit error ≤ 10% of total profit, or 3 million yuan absolute amount ≤ 5 million yuan
(3) General defect: it does not constitute other defects other than the quantitative standard of major defects and important defects. The qualitative criteria for the evaluation of internal control defects in financial reporting determined by the company are as follows:
1) Major defects
① Director and supervisor
