Shandong Yabo Technology Co.Ltd(002323)
Self evaluation report on internal control in 2021
Shandong Yabo Technology Co.Ltd(002323) 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 Shandong Yabo Technology Co.Ltd(002323) (hereinafter referred to as the "company") internal control system and evaluation methods, 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 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.
1. Main units included in the scope of evaluation
Main units include: the company and its subsidiaries (Shandong yabaite Technology Co., Ltd., Shandong zhongfukai Technology Research Co., Ltd., Shandong siruikai intelligent Internet of things Research Institute, Shenzhen Sanyi Building System Co., Ltd., Sanyi building system SDN.BHD, Shanghai Zhongwei Steel Structure Design Co., Ltd., Shanghai Zhongwei Structure Design Office Co., Ltd., Shanghai Yazhi Technology Co., Ltd., Shanghai yazhishu Information Technology Co., Ltd.) Ltd., Shanghai yabaite Supply Chain Management Co., Ltd., Shandong Zhongya Supply Chain Management Co., Ltd.).
2. Main operations and matters included in the scope of evaluation
The main business includes: design and research and development of new materials for metal roof enclosure system; Software development; Installation and commissioning of photovoltaic distributed power station system; Architectural engineering design and consultation; Wholesale of metal sectors and supporting materials, hardware products (except electric tricycles) and PV distributed power station system components; Special design and technology development of structural discipline (the above shall be operated with license qualification), project management consulting (brokerage is not allowed). The main items include: governance structure, organizational structure, subsidiary management, human resources, corporate culture, risk assessment, related party transactions, foreign investment, foreign guarantee, financial management system and financial report, budget management, engineering projects, information disclosure, etc.
(1) Governance structure
In strict accordance with the requirements of the company law, the securities law and other laws and regulations, the company has established and improved the governance institutions such as the general meeting of shareholders, the board of directors and the board of supervisors, improved the internal management and control system, and continued to carry out in-depth corporate governance activities.
The highest authority of the company is the general meeting of shareholders. By constantly improving the provisions of the articles of association on the general meeting of shareholders and its rules of procedure, ensure that shareholders, especially small and medium-sized shareholders, fully exercise equal rights.
The board of directors is the company's permanent decision-making body, which is responsible for the general meeting of shareholders and exercises the business decision-making power of the enterprise according to law. The Fifth Board of directors of the company has an audit committee. During the reporting period, the audit committee under the board of directors of the company carried out its work in strict accordance with laws and regulations, the articles of association and the working rules of the audit committee, deliberated on major matters of the company, provided scientific, objective and fair opinions for the decision-making of the board of directors of the company, and effectively guaranteed the rights and interests of shareholders, especially small and medium-sized shareholders.
The board of supervisors is the supervisory body of the company. In accordance with the terms of reference stipulated in the articles of association and other laws and regulations, the board of supervisors is responsible for reviewing the company's report prepared by the board of directors and putting forward written review opinions, inspecting the company's financial situation, supervising and inspecting the performance of the directors and senior managers of the company and the operation of the company according to law, And report to the general meeting of shareholders.
Through the articles of association, rules of procedure of the general meeting of shareholders, rules of procedure of the board of directors, rules of procedure of the board of supervisors, independent director system, information disclosure management system, investor relations management system and other rules and regulations, the company defines the responsibilities and authorities in decision-making, implementation and supervision, so as to ensure the standardized and orderly operation of the company.
(2) Organizational structure
In order to cooperate with the company's strategic layout and meet the needs of business development, the company has designed the general manager's office, finance department, budget department, commerce department, design department, procurement department, personnel administration department, marketing department, operation and maintenance department, engineering project department and other departments led by the chairman of the board in combination with the actual situation, forming an effective business operation mode suitable for the actual development needs of the enterprise. The company's organizational structure, clear division of labor, sound and clear functions have effectively improved the overall management efficiency of the company. At the same time, in accordance with the provisions of laws and regulations and the articles of association, the company performs necessary supervision on the operation, capital, personnel, finance and other major aspects of branches, subsidiaries and offices through rigorous institutional arrangements.
(3) Subsidiary management
The functional departments of the company provide guidance, service and supervision to the relevant businesses and management of the subsidiaries, and effectively manage and control the subsidiaries from the aspects of corporate governance, financial management, information disclosure, external guarantee and so on. The senior managers of subsidiaries are appointed by the company to directly participate in the management of their specific business affairs. Major matters of subsidiaries can be implemented only after being reported to the company for review in accordance with the regulations, ensuring the effective management and control of subsidiaries by the company.
(4) Human resources
Adhering to the concept of "people-oriented", the company has always taken the talent strategy as the focus of the company's development, insisted that high-quality talents are the direct embodiment of the company's core competitiveness, and established and improved the human resource management system conducive to the company's sustainable development.
The content covers personnel recruitment and withdrawal, training management, salary and performance appraisal, etc. The company always attaches great importance to the training of employees and continuously improves the comprehensive quality of employees on the basis of strengthening their professional skills. Help employees improve their quality and ability and make career planning in various forms such as enterprise self-training and external expert training. The company implements the full staff labor contract system, provides various labor and social security measures for employees according to law, enhances employees' sense of belonging to the enterprise and creates the cohesion of the enterprise.
(5) Corporate culture
The company always pays attention to the construction of corporate culture, takes building a century old brand with high quality and characteristics as the company's vision, takes cooperation, integrity, mutual benefit and enterprising as the enterprise management philosophy, takes building a better brand for our customers as the enterprise mission, takes execution as competitiveness as the enterprise management philosophy, and takes taking both interests, developing science and technology, sustainable operation and benefiting the society as the enterprise purpose, People oriented, meritocratic, knowing people well and giving full play to their talents are the enterprise employment philosophy, and diligence, pragmatism, innovation and efficiency are the enterprise spirit.
(6) Risk assessment
The company actively pays attention to national macro policies, regularly collects industry-related information, improves market control, analyzes internal and external risks in combination with the company's business conditions, and timely carries out risk assessment to achieve the purpose of risk monitoring. In view of the risks that the company may face in the future, according to different risk levels, take different countermeasures and measures to deal with risks and avoid risk exposure, so as to ensure the smooth development of the company's business.
(7) Related party transactions
In accordance with the articles of association, the Listing Rules of Shenzhen Stock Exchange, the decision-making system of related party transactions and other relevant laws and regulations, the company reviews the daily related party transactions that may occur during the year through the board of directors and the general meeting of shareholders, and evades the voting of relevant personnel. At the same time, the board of supervisors of the company shall supervise the related party transactions of the company according to its responsibilities and authorities, correct them in time and strictly control the occurrence of violations. The company follows the "three public" principle to protect the interests of the company and its minority shareholders.
(8) Foreign investment
In accordance with the company law, the articles of association, the measures for the administration of foreign investment and other relevant laws and regulations, the company defines the approval authority of the general meeting of shareholders and the board of directors on major investment matters, and holds a meeting for deliberation according to the corresponding authority. After the feasibility analysis of the project by the relevant person in charge, if necessary, hire external audit, asset evaluation and other institutions to issue relevant reports, and the internal control system followed by the company's foreign investment is legal, compliant and effective.
(9) External guarantee
In accordance with the company law, the articles of association and the relevant laws and regulations of the external guarantee management system, the external guarantee matters of the company shall be deliberated and approved by more than two-thirds of the directors present at the board of directors and approved by more than two-thirds of all independent directors, so as to clarify the approval authority of the general meeting of shareholders and the board of directors on major investment matters. According to the company's annual general meeting and industry characteristics, the amount of the company's annual guarantee will be submitted to the board of directors for deliberation.
The company strictly abides by the national unified accounting law, enterprise accounting system, enterprise accounting standards and other relevant laws and regulations, establishes an effective financial management control system, defines the financial reimbursement and approval process, ensures the authenticity, accuracy and integrity of accounting data, and can issue the company's financial report in time. In terms of financial management and accounting, corresponding posts, responsibilities and authorities are set, and accountants with professional ability are equipped. Incompatible posts are separated from each other, forming an internal control mechanism of mutual restraint and mutual supervision.
(11) Budget management
The company formulates the financial budget management system suitable for the company according to the strategic objectives of the enterprise, and implements comprehensive budget management through the preparation, approval, implementation and assessment of financial budget. Through the management of budget, strictly control the project expenditure, coordinate the existing resources of the company, avoid the waste of resources and the generation of unreasonable expenses, and improve the efficiency of fund management and operation.
(12) Project
The company signs the contract according to the notice of tender and actively promotes the implementation of the project. Through standardized management, the progress of the company's main engineering projects is controlled according to the contract period, and the construction, management, acceptance and other links of the company's construction engineering projects are standardized through standardized management. The standardized process can ensure the smooth construction of the company's engineering projects, controllable engineering construction process, transparent engineering final accounts, and effectively prevent and reduce the risks generated in the construction process.
(13) Information disclosure
In order to regulate the company's information disclosure, the company has formulated the management system of information disclosure and investor relations in accordance with the company law, the articles of association, the Listing Rules of Shenzhen Stock Exchange and other relevant laws and regulations, strengthened effective communication with the company's shareholders, especially small and medium-sized shareholders, and improved the transparency of the company. The company has set up a special telephone, To facilitate investors to further understand the company. At the same time, relevant personnel of the company answered investors' questions through the "Shenzhen Stock Exchange interactive easy" platform to facilitate investors' inquiries.
The company has formulated the accountability system for major errors in annual report information disclosure and the insider registration and reporting system to strengthen the management of information disclosure and fulfill the obligation of information disclosure. The system clearly stipulates the rights, obligations and responsibilities of the company's directors, supervisors, shareholders, actual controllers and other relevant personnel in information disclosure.
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 and carries out internal control evaluation according to the enterprise's internal control standard system, internal control system and internal control manual.
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 internal control over financial reports from internal control over non-financial reports, and studied and determined the specific identification standards of internal control defects applicable to the company, And consistent with previous years. The identification standards of internal control defects determined by the company are as follows: 1. The identification standards of internal control defects in financial reports determined by the company
(1) The quantitative criteria for the evaluation of internal control defects in financial reporting determined by the company are as follows:
Major defect major defect major defect general defect
Misstatement amount ＞ 0.5% of total assets ≤ misstatement amount ＜ total assets
Reported amount of 1% of total assets ≤ 0.5% of total assets
1%
The amount of misstatement ＞ 1% of the total operating income ≤ the amount of misstatement ＜ operating income
2% of the total operating revenue, and the amount of misstatement ≤ 1% of the total operating revenue
2% of the total
(2) The qualitative criteria for the evaluation of internal control defects in financial reporting determined by the company are as follows:
Major defect refers to the combination of one or more control defects, which may cause the enterprise to seriously deviate from the control objectives. In case of any of the following circumstances, it is recognized that there are major defects in the internal control of financial reporting:
① Fraud by directors, supervisors and senior managers of the company;
② The company corrects the published financial report;
③ CPA found that the current financial
