Self evaluation report on internal control in 2021
Jiangsu Yunyi Electric Co.Ltd(300304) 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 Jiangsu Yunyi Electric Co.Ltd(300304) (hereinafter referred to as “the company” or “the company”), on the basis of daily and special supervision of internal control, We evaluated the effectiveness of the company’s internal control as of December 31, 2021 (benchmark date of 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 operation 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 enterprise operation and management, asset safety, authenticity and integrity of financial reports and relevant information, improve operation efficiency and effect, and promote the realization of enterprise 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, on the benchmark date of the internal control evaluation report, the company has no major defects in the internal control over financial reporting. 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、 Evaluation of internal control
(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 internal control evaluation include the company, all wholly-owned subsidiaries, holding subsidiaries and grandchildren, including Jiangsu Yunyi Electric Co.Ltd(300304) , Xuzhou Yuntai Precision Technology Co., Ltd., Jiangsu Yunrui Automotive Electrical System Co., Ltd., Jiangsu Yunyi Drive System Co., Ltd., Jiangsu Yunyi New Energy Technology Co., Ltd., Shenzhen Yunbo Technology Electronics Co., Ltd Shanghai Yunling Automobile Technology Co., Ltd., Yunyi Technology (Hong Kong) Co., Ltd., Xuzhou Xinyuan Chengda Sensor Technology Co., Ltd., Jiangsu Zhengxin Electronic Technology Co., Ltd., Shangqiu Shuxin Surface Technology Co., Ltd., Zhuhai Yunyi daoyang equity investment fund (limited partnership), Suining Henghui New Energy Technology Co., Ltd., Suining birun Agricultural Technology Co., Ltd Suzhou Yunqing Power Technology Co., Ltd.
The main businesses and matters included in the scope of evaluation are as follows:
1. Control environment
(1) Governance structure
The company has established a relatively perfect corporate governance structure in accordance with the requirements of the company law, the securities law and other relevant laws and regulations. The company has established the general meeting of shareholders, the board of directors and its special committees and the board of supervisors, forming a corporate governance structure of mutual independence, mutual coordination and mutual checks and balances.
The general meeting of shareholders is the highest authority of the company. The board of directors is responsible for the general meeting of shareholders and exercises the company’s business decision-making power according to law. The board of directors has a strategy committee, an audit committee, a nomination committee and a remuneration and assessment committee. The governance structure is well established and performs its duties, effectively standardizing the management and operation of the company.
The board of supervisors is the internal supervision organization of the company, which is responsible to the general meeting of shareholders, supervises the behavior of the board of directors and management, the legality and compliance of performing their duties and the financial situation of the company, and protects the legitimate rights and interests of the company and shareholders. The senior managers of the company are appointed by 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 and organizes the implementation of various resolutions of the board of directors.
The internal audit department of the company is established as the internal audit organization of the company to inspect and supervise the establishment and implementation of the company’s internal control system and the authenticity and integrity of the company’s financial information. The audit committee of the board of directors guides and supervises the work of the internal audit department.
The above institutions of the company have clear rights and responsibilities, perform their respective duties, check and balance each other, make scientific decisions and coordinate operation, so as to promote the better standardized operation of the company.
(2) Organizational structure
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 laid a solid foundation for the standardized operation and long-term healthy development of the company. By reasonably dividing the responsibilities of each department and post responsibilities, each department can form a mechanism of performing its own duties, performing its own responsibilities, mutual cooperation and mutual checks and balances, so as to ensure the orderly operation 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 shall supervise and inspect the authenticity and integrity of the company’s financial information, the establishment, implementation and effectiveness of the internal control system, timely put forward control and management requirements, promote the continuous improvement and improvement of the company’s internal control quality, prevent business risks and ensure the standardized operation of the company.
(4) Human resources
In accordance with relevant national laws, regulations and policies and in combination with the actual situation of the company, the company continues to improve the human resources management system, establish and improve the incentive and restraint mechanism, stimulate the enthusiasm of employees and continuously enhance the sense of belonging and mission of employees; According to the company’s strategic planning and the production and operation plans of each business division, formulate reasonable employment plans and employee training plans, continuously improve the professional competence of employees and strengthen their professional ethics, provide professional talent guarantee for the company’s strategic development and enhance the endogenous development power of the enterprise. In the future, we will continue to improve the quality of employees and build talent echelons to comprehensively promote the long-term, stable and sustainable development of the company.
(5) Corporate culture
Adhering to the core values of “achieving customers, taking value as the key link, openness and integrity, and taking the striver as the foundation”, the company pays attention to cultivating employees’ “three thinking”, constantly strengthens the construction, publicity and implementation of corporate culture, carries forward the spirit of unity and cooperation, integrates the construction of corporate culture into daily business activities, and enhances employees’ confidence and sense of responsibility, Enhance the cohesion and centripetal force of the company, establish a good spirit of hard work, unity and cooperation and diligence, and promote the long-term, healthy and sustainable development of the company.
2. Risk assessment
The company attaches importance to risk assessment, establishes an effective risk assessment system around the company’s strategic development objectives, effectively identifies and analyzes the possible policy, operation, finance and other related risks at all levels and links of the company according to the internal control environment and development strategic planning and in combination with the characteristics of the industry, and aims at the possible or existing risks, Take targeted measures to timely manage and respond to the identified risks, control the company’s risks within an affordable range and ensure the healthy and sustainable development of the company.
3. Information and communication
The company has established a complete information communication mechanism to effectively manage the daily operation, security management, system operation and implementation and maintenance of change management of information system, so as to promote the effective implementation of internal control. The company uses modern information platforms such as OA system, e-mail system, internal LAN and enterprise wechat to ensure the timeliness and accuracy of internal information communication, and realize faster information transmission, more convenient communication and more efficient management. At the same time, in combination with the actual situation of the company’s information disclosure and investor relations management, constantly improve the transmission and communication channels of information, ensure that the information disclosure meets the regulatory requirements and daily business needs, and ensure the efficient and healthy development of the company’s business activities.
4. Control activities
In order to ensure the realization of various internal control objectives, the company has established relevant control activities, continuously improved the internal control management system and business workflow according to the daily operation and the collection and analysis of risks, and timely took corresponding measures to control the risks within an acceptable range.
(1) In order to reasonably ensure the realization of various objectives, the company has established relevant control procedures, mainly including: transaction authorization control, responsibility division control, asset contact and record use control, independent inspection control, electronic information system control, etc.
① Transaction authorization control: according to the size of the transaction amount and the nature of the transaction, different approval authorities are given to the responsible personnel, and the scope, authority, procedures, responsibilities and other relevant contents of authorization and approval are clarified. The management at all levels within the unit must exercise the corresponding functions and powers within the scope of authorization, and the handling personnel must also handle business within the scope of authorization.
② Responsibility division control: reasonably set up the division of functions, scientifically divide the responsibilities and authorities, and form a mutual check and balance mechanism between authorization and approval and business handling, business handling and accounting records, accounting records and property custody, business handling and business audit, authorization and approval and supervision and inspection through authority and responsibility approval and layered responsibility.
③ Asset contact and record use control: strictly restrict the direct contact of unauthorized personnel with property, and restrict the use and management of fixed assets by operators and managers. Regular inventory, irregular sampling inspection, property records, account verification, property insurance and other measures shall be taken for all properties to ensure the safety and integrity of all kinds of properties. ④ Independent inspection and control: the company has set up a special internal audit organization to audit and assess the authenticity, accuracy and completeness of procedures of monetary funds, securities, vouchers and account books, material procurement, consumption quota, payment, salary management, entrusted processing materials and account reality.
⑤ The company has formulated a relatively strict electronic information system control system, and has done a lot of work in the development and maintenance of electronic information system, data input and output, document storage and custody, etc.
(2) Subsidiary management
In order to strengthen the management of subsidiaries and standardize the internal operation of the company, all functional departments of the company conduct counterpart management of subsidiaries, regularly hold business analysis meetings of subsidiaries, strengthen the management of subsidiaries from the aspects of business, organization, assets, personnel and finance, urge subsidiaries to timely report major matters in accordance with regulations and implement them after review, Under the premise of independent operation, ensure the standardized and efficient operation of subsidiaries, implement effective internal control and improve the overall operation efficiency of the company.
(3) Related party transactions
In order to safeguard the legitimate rights and interests of the company and all shareholders, the company has formulated the related party transaction management system, which clearly stipulates the identification, approval authority and decision-making procedures of related party relationships and related party transactions, and standardizes the transactions with related parties; For the occupation of funds by controlling shareholders and other related parties, the company has formulated corresponding prevention mechanisms, treatment principles and corresponding accountability and punishment measures to ensure that there is no damage to the interests of shareholders in related party transactions. During the reporting period, the company had no related party transactions, and there was no occupation of the company’s funds by controlling shareholders and other related parties.
(4) External guarantee
The company strictly controls the guarantee behavior, establishes the relevant system of external guarantee, makes clear provisions on the guarantee conditions, approval and other relevant contents, and defines the approval authority and decision-making procedures of the board of directors and the general meeting of shareholders for external guarantee in the articles of association. As of December 31, 2021, the total amount of guarantee provided by the company for the holding subsidiary to apply for credit from the bank was RMB 100 million, accounting for 4.21% of the company’s latest audited net assets. The amount of external guarantee actually incurred by the company is 30 million yuan, accounting for 1.26% of the company’s latest audited net assets, which are all guarantees for holding subsidiaries. In addition to the above guarantees, the company and its subsidiaries have no other external guarantees. During the reporting period, the company and its subsidiaries did not have overdue guarantees or guarantees involving litigation, bear losses due to the judgment of losing the guarantee, or provide guarantees for shareholders, actual controllers and their related parties.
(5) Information disclosure management
In strict accordance with the company law, the securities law, the Shenzhen Stock Exchange GEM Listing Rules, the articles of association and other relevant provisions, the company has fulfilled the obligation of information disclosure in accordance with the law. The company has formulated the information disclosure management system to standardize the behavior of information disclosure, and the principles, scope, contents, disclosure standards, obligors and legal responsibilities of information disclosure It has made clear provisions on the internal report of major information, inside information and the management of insiders, and established effective internal and external information communication and feedback channels to ensure the authenticity, accuracy and integrity of the company’s information disclosure.
(6) Major investment
In order to strengthen the company’s investment management, standardize the behavior of foreign investment and improve the economic benefits of investment, the company has formulated management systems related to investment decision-making, strictly implemented the internal control system of foreign investment, established scientific decision-making procedures for foreign investment, and implemented corresponding review procedures according to the investment amount, It can be implemented only after being approved in accordance with the specified review procedures. If relevant information to be disclosed is involved, the company shall perform the obligation of information disclosure in accordance with the law.
5. Supervision of control
The company continues to improve the corporate governance structure to ensure that the internal audit department, the board of supervisors and independent directors exercise their supervisory powers. The audit committee under the board of directors of the company is responsible for reviewing and supervising the establishment and effective implementation of the internal control management system. The board of supervisors is responsible for the daily supervision of the company’s financial management and the legality and compliance of the performance of the company’s directors and senior managers. The company has set up an internal audit department to conduct daily, special or regular and irregular supervision and verification on the company’s daily business activities in accordance with the company’s internal audit management system, and evaluate the effectiveness of the company’s internal control.
The above units, main businesses and matters included in the evaluation scope and the high-risk areas focused on by internal control 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 evaluated the effectiveness of the design and operation of the company’s internal control as of December 31, 2021 in accordance with the basic norms of enterprise internal control and its supporting guidelines and other relevant regulations, combined with the company’s relevant systems.
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 factors such as the company’s scale, industry characteristics, risk preference and risk tolerance, 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. Internal control determined by the company
