Citic Securities Company Limited(600030)
About Shenzhen Senior Technology Material Co.Ltd(300568)
Verification opinions of internal control evaluation report in 2021
Citic Securities Company Limited(600030) (hereinafter referred to as " Citic Securities Company Limited(600030) " or "sponsor") is a sponsor of Shenzhen Senior Technology Material Co.Ltd(300568) (hereinafter referred to as "company", "listed company" or " Shenzhen Senior Technology Material Co.Ltd(300568) ") issuing convertible corporate bonds to unspecified objects and listing on GEM. Citic Securities Company Limited(600030) checked the relevant contents of Shenzhen Senior Technology Material Co.Ltd(300568) 2021 annual internal control evaluation report in accordance with the measures for the administration of securities issuance and listing recommendation business, Shenzhen Stock Exchange GEM Listing Rules (revised in December 2020), Shenzhen Stock Exchange GEM Listing guidelines (revised in 2020) and other relevant provisions, The details are as follows:
1、 Internal control evaluation
(I) scope of internal control evaluation
The units included in the evaluation scope include the company and its holding subsidiaries, specifically: Shenzhen Senior Technology Material Co.Ltd(300568) , holding subsidiaries Hefei Xingyuan new energy materials Co., Ltd. and Xingyuan Pegasus new materials (Europe) Co., Ltd., wholly-owned subsidiaries Changzhou Xingyuan new energy materials Co., Ltd., Shenzhen Senior Technology Material Co.Ltd(300568) International (Hong Kong) Co., Ltd., Xingyuan Research Institute in Osaka, Japan ShenzhenSenior TechnologyMaterialCo. Ltd. (US) Research Institute, Jiangsu Xingyuan New Material Technology Co., Ltd., Shenzhen Xingyuan Construction Development Co., Ltd. Shenzhen Senior Technology Material Co.Ltd(300568) (Nantong) new material technology Co., Ltd., senior material (Europe) AB, senior material properties AB, senior material ultimate holding (Europe) AB Senior material factory holding AB and senior material holding company (Europe) ab. 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 main businesses, matters and high-risk areas included in the evaluation scope include: governance structure, organization, internal audit, human resources and corporate culture. The control of various main businesses includes fund management, asset management, information system management, raised funds management, operation management, etc.
Details of the company's businesses and matters included in the evaluation scope are as follows:
1. Control environment
(1) Governance structure
In strict accordance with the company law, the securities law and the relevant provisions of the China Securities Regulatory Commission, 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. In accordance with the principles of mutual independence, checks and balances and clear responsibilities of the authority, executive and supervisory bodies, the company has established a standardized and sound corporate governance structure and rules of procedure, and formulated 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, system of independent directors, working system of the Secretary of the board of directors The working system of each committee under the board of directors and the working rules of the general manager have 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.
(2) Organization
In accordance with the company law, securities law and other laws and regulations, the company has established an organizational structure that meets the needs of the company's business scale and operation and management; Following the principles of mutual supervision, mutual restriction and coordinated operation, departments and posts are set up. The responsibilities of each department and branch are clear, and a complete working system is formulated, forming a complete, compliant and effective system.
(3) Internal audit
The company has formulated the working rules of the audit committee of the board of directors and other relevant systems, defined the authority and procedures of internal audit and supervision, and further improved the implementation of the company's internal control system. The board of directors of the company has an audit committee, which supervises and reviews the company's periodic reports, internal control reports and other major matters, and reports to the board of directors. The audit committee of the board of directors has an independent internal audit department. Under the guidance of the audit committee of the board of directors, the internal audit department independently carries out audit work, is fully responsible for internal audit and internal inspection, and is equipped with full-time internal auditors to audit and supervise the establishment and implementation of the company's internal control system, the company's operation and financial situation, Independently exercise audit and supervision functions and powers.
In order to expand the channels of internal audit supervision, the internal audit department vigorously promoted the service platform of "monitoring official account" in 2021, providing a platform for complaints and suggestions for employees and suppliers. In order to strengthen the construction of the company's clean working culture and maintain the integrity of the staff, the internal audit department continues to advocate the company's management methods and systems such as the management measures for clean working, the letter of commitment for integrity and self-discipline, and the sunshine agreement.
(4) Human resources
The remuneration and assessment committee of the board of directors, a special working organization established by the board of directors of the company, is mainly responsible for formulating and reviewing the remuneration scheme and assessment standards of the directors and managers of the company, and re optimizing the grade level of all staff. The remuneration and assessment committee is directly responsible to the board of directors of the company. The company has established a human resource management system to clearly define the responsibilities of each functional department of the company, employee employment, probation, appointment and removal, post transfer, dismissal, handover, reward and punishment and other matters, so as to ensure that relevant personnel are competent; Develop and implement talent training programs to ensure that managers and all employees can effectively perform their duties; The company's existing human resources policies can basically ensure the stability of human resources and the demand for human resources of all departments of the company.
In 2021, the human resources center opened Xingyuan special training camp, which played a key role in supplementing core technical backbone and cultivating middle-level management cadres for the sustainable operation of the company.
(5) Corporate culture
"Making the best functional membrane in the world" is Shenzhen Senior Technology Material Co.Ltd(300568) 's corporate vision; "Xingyuan film creates a new life" is Shenzhen Senior Technology Material Co.Ltd(300568) 's corporate mission; "Gather people from all over the world, gather wealth from all over the world and accomplish all things in the world" is Shenzhen Senior Technology Material Co.Ltd(300568) 's enterprise tenet; "Innovation, inclusiveness, flexibility and sharing" is the enterprise spirit of Shenzhen Senior Technology Material Co.Ltd(300568) . The company's business objective is not simply to maximize corporate profits, but to give full consideration to the interests of various stakeholders, including shareholders, managers, employees, suppliers and customers, so as to maximize the value of stakeholders, form the core competitiveness of "no one has me, different, leading step by step and leading step by step", and promote the long-term development of the company.
2. Risk assessment
The company has established a systematic risk assessment and control system according to the characteristics of the company's development strategy, and timely and effectively identified and controlled the risks according to the company's strategic objectives and external risks. At the same time, the company has established an emergency response mechanism, formulated an emergency plan, defined the monitoring, reporting and handling procedures and time limit of various major emergencies, and established an supervision system and accountability system.
3. Control activities
In order to reasonably ensure the realization of the company's business objectives, the company has established relevant control policies and procedures, mainly including: incompatible job separation control, business process and business authorization approval control, accounting system control, asset safety control, control of the use and management of raised funds, etc.
(1) Incompatible job separation control
Before the post setting, the company will analyze and sort out the incompatible jobs involved in the business activity process, take into account the control requirements of incompatible job separation, implement corresponding separation measures, and form a working mechanism of performing their own duties, assuming their own responsibilities and mutual restriction.
(2) Business process and business authorization approval control
Establish and improve the process construction of the company's business, set up the evaluation of process and key risk control points, establish a process centered management system, and pursue the simplification and efficiency of enterprise organization. All business activities of the company that need to be approved must have clear approval authority and process, and the scope of authority, approval procedures and corresponding responsibilities of each post for handling business and matters.
In 2021, the Internal Audit Department revised the authorization Manual of group and subsidiary companies according to the company's new organizational structure, optimized the OA approval process (deleted and consolidated OA approval process), sorted out the approval authority of ERP system, provided a better platform for the company to further integrate resources and share responsibilities, and realized the standardized management of the company.
(3) Accounting system control
In strict accordance with the national unified accounting standards and accounting system, the company has established a standardized accounting work order, formulated the financial management system and various specific business accounting and expense reimbursement systems, continuously strengthened the company's accounting management and improved the quality and level of accounting work. At the same time, the company has continuously strengthened the improvement of the financial information system, and gradually realized the informatization of financial accounting, effectively ensuring the authenticity and integrity of accounting information and materials. (4) Asset safety control
The company has formulated a relatively perfect asset management system, which clearly stipulates the purchase, registration, management, disposal, inventory and relevant financial accounting of the company's assets. The company strictly registers, manages and records fixed assets, strictly controls the daily management and maintenance of fixed assets, and protects the safety of fixed assets.
(5) Control of use and management of raised funds
The company's management of the raised funds shall be carried out in strict accordance with the raised funds management system and relevant financial management systems. The deposit, use, project implementation management, investment project change, use supervision and information disclosure of the raised funds are clearly stipulated. The company adopts the principle of special account storage and special fund for unified management of the raised funds, and employs external auditors to audit the storage and use of the raised funds. The audit results and the progress of the investment project are disclosed in the external report to ensure the standardized, open and transparent use of the raised funds.
4. Information and communication
In the process of operation and management, the company has established a fast, smooth and advanced information processing system, including OA process approval system, financial accounting management system, ERP system, MES system, intelligent storage system, HR attendance system, etc. The financial accounting management system can accurately and timely reflect the results of various operation and management activities, so as to provide "decision-making useful" information for internal control management, and ensure the correctness of the development direction of internal control activities and the safety and integrity of assets in internal control activities through the effective flow of information flow.
The wholly-owned subsidiaries Changzhou Xingyuan new energy materials Co., Ltd. and Jiangsu Xingyuan New Material Technology Co., Ltd. provide more auxiliary information for the company's internal control activities in order to improve the company's product quality, employee work efficiency, reasonably coordinate resources, further improve the enterprise informatization level, and improve the intelligent factory manufacturing system MES system and intelligent storage system.
In 2021, the company fully operated Kingdee K3 group version ERP system within the group to realize data sharing among holding companies within the group, improve the information management level of the group, remove obstacles to the sharing of internal control information, and facilitate the authenticity and timely traceability of data.
Information system personnel (including financial and accounting personnel) are conscientious and diligent, and can effectively perform their assigned responsibilities; The rights and responsibilities of the information processing department and the user department are well divided, the access of procedures and data, data processing, system development and program modification are well controlled, and the security of archives, equipment and information is well controlled. The management of the company has also provided appropriate human and financial resources to ensure the normal and effective operation of the whole information system. The promulgated systems and processes can basically ensure that the company can timely, truly and completely convey internal and external information to the management and maintain contact with the outside world, so that the management can take appropriate further actions in time in the face of various changes.
5. Internal supervision
The company has established the internal audit system, which specifies that the internal audit department should independently audit and supervise the business activities and internal control of the company and its holding subsidiaries in accordance with national laws, regulations and policies and the company's rules and regulations, and follow the principles of objectivity, policy and prevention, and has established an audit committee under the direct leadership of the board of directors, Mainly responsible for the communication, supervision and verification of internal and external audit of the company.
6. Management of holding subsidiaries
Through the shareholders' meeting and the appointment of directors, supervisors and senior managers, the company implements the control and management of its holding subsidiaries, brings the work of finance, major investment, personnel and information disclosure into a unified management system, and formulates a unified management system. The company regularly obtains the monthly, quarterly, semi annual and annual financial reports of its holding subsidiaries. Each functional department of the company shall guide, serve and supervise the relevant business and management of the holding subsidiary. According to the relevant provisions of the guidelines for the standardized operation of companies listed on the gem and the basic norms of enterprise internal control, the holding subsidiaries of the company can basically achieve "accuracy, integrity and timeliness" in information disclosure and internal reporting of major information.
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) evaluation basis of internal control work and identification standard of internal control defects
In accordance with the basic norms of enterprise internal control, guidelines for the application of enterprise internal control and guidelines for the evaluation of enterprise internal control jointly issued by the Ministry of finance, China Securities Regulatory Commission and other five ministries and commissions, and in combination with the actual situation of the company's operation and management, the company organizes and carries out internal control evaluation, and continuously improves and optimizes the company's internal control system, To adapt to the changing external environment and the requirements of internal management.
The board of directors of the company distinguishes between internal control over financial reporting and internal control over non-financial reporting in accordance with the identification requirements of the enterprise internal control standard system for major defects, important defects and general defects, and in combination with factors such as the size of the company, industry characteristics, risk preference and risk tolerance, The specific identification standards of internal control defects applicable to the company are studied and determined by combining quantitative and qualitative methods, which are consistent with the previous years. The identification standards of internal control defects determined by the company are as follows:
1. Identification of defects in internal control over financial reporting
The qualitative criteria for the evaluation of internal control defects in financial reporting determined by the company are as follows:
Major defects: major violations of the company's accounting statements and financial reports; The audit committee and internal audit institution of the company failed to effectively perform the supervision function; Certified Public Accountants issue audit reports with three opinions other than unqualified opinions on the company's financial statements;
Important defect: refers to the combination of one or more control defects, whose severity and economic consequences are lower than those of major defects, but it may still cause the enterprise to deviate from the control objectives;
General defect: it does not constitute major defect or important defect
