Shenzhen Senior Technology Material Co.Ltd(300568)
Self evaluation report on internal control in 2021
Shenzhen Senior Technology Material Co.Ltd(300568) 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 the internal control system and evaluation methods of Shenzhen Senior Technology Material Co.Ltd(300568) (hereinafter referred to as the "company"), 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 for the evaluation of the internal control 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 company's 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, the authenticity and integrity of financial reports and relevant information, improve the efficiency and effect of operation, and promote the realization of the company's 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、 Evaluation conclusion of internal control effectiveness
According to the identification of major defects in the company's internal control over financial reporting, the company has 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 has 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) 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 rights and 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 and independent director system The working system of the Secretary of the board of directors, the working system of each committee under the board of directors, the working rules of the general manager and other systems clarify the responsibilities and authorities in decision-making, implementation and supervision, and form a scientific and effective division of responsibilities and supervision
(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 measures for clean working, letter of commitment for integrity and self-discipline, sunshine agreement and other management measures and systems. (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 defines the responsibilities of the internal audit department to 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 rules and regulations of the company and the principles of objectivity, policy and prevention, An audit committee under the direct leadership of the board of directors has been established, which is mainly responsible for the communication, supervision and verification of the company's internal and external audit.
6. Management of holding subsidiaries
By appointing directors, supervisors and senior managers to control and manage the holding subsidiaries, the company 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 and lack of internal control
