Guangdong Dongfang Precision Science & Technology Co.Ltd(002611)
Internal control evaluation report in 2021
Guangdong Dongfang Precision Science & Technology Co.Ltd(002611) 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 standard system"), combined with the internal control system and evaluation methods of Guangdong Dongfang Precision Science & Technology Co.Ltd(002611) (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 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 the internal control may become inappropriate or the compliance with control policies and procedures may be reduced with the change of circumstances, 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'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 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. The main units included in the evaluation scope include Guangdong Dongfang Precision Science & Technology Co.Ltd(002611) and all its holding companies.
2. 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.
3. When determining the scope of internal control evaluation, the company comprehensively considered all businesses and matters of listed companies and their subsidiaries. The main businesses and matters included in the evaluation scope include: governance structure, development strategy, human resources, fund management, supply chain management, asset management, sales business, research and development, internal control of guarantee business Internal control of related party transactions, financial reports, information systems, foreign investment, information disclosure control, authorization and approval control and separation of responsibilities, internal control of foreign subsidiaries, etc. the specific contents are as follows:
(1) Governance structure
In accordance with the company law, the securities law, the guidelines for the governance of listed companies and other laws and regulations, as well as the provisions of the articles of association, the company has established a governance mechanism consisting of the general meeting of shareholders, the board of directors, the board of supervisors and the management, a combination of power organs, decision-making and executive organs and supervisory organs, and formulated the rules of procedure of the general meeting of shareholders and the rules of procedure of the board of directors The rules of procedure of the board of supervisors and other systems clarify the responsibilities and authorities in decision-making, implementation and supervision, and form a scientific and effective division of responsibilities and check and balance mechanism. The general meeting of shareholders, the board of directors, the board of supervisors, the general manager and other senior managers exercise decision-making power, supervision power and executive power respectively according to their duties and authorities.
The general meeting of shareholders is the highest authority of the company and exercises the decision-making power on major matters such as the company's business policy, fund-raising, investment and profit distribution according to law.
The board of directors is the decision-making body of the company, which 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 established three special committees for nomination, audit, remuneration and assessment, formulated the corresponding working rules of the special committees, clarified the responsibilities, authorities and working procedures of each special committee, and improved the operation efficiency of the board of directors. The company has a secretary of the board of directors, who is the senior management of the company and is responsible to the board of directors.
The board of supervisors is the supervisory body of the company, which supervises and inspects the performance of duties and financial status of directors and senior managers according to law, so as to safeguard the legitimate rights and interests of the company and the majority of shareholders.
The general manager and other senior managers are specifically responsible for implementing the resolutions of the general meeting of shareholders and the board of directors, presiding over the daily production, operation and management of the company, and making timely adjustments according to the needs of the company's development strategy and business objectives.
The company has defined the main responsibilities of each department during the reporting period and formed an internal control organization system that performs its duties, assumes its responsibilities, cooperates with and restricts each other, so as to provide guarantee for the company's operation management, scale operation and safety production.
(2) Development strategy
The company establishes strategic objectives, strategic planning and business plans, and ensures the realization of objectives through management and control measures. The company sets strategic objectives according to the long-term business plan, formulates business plans, guides business behavior, and timely adjusts strategies and business plans according to policy changes and market conditions. Regularly grasp the market information and the operation of the company through budget and operation analysis, make corresponding decisions and countermeasures, and guide the management and operation behavior.
The company has set up a special strategic management function and operation management department, which is responsible for formulating the medium and long-term development strategy (3-5 years) and annual rolling business plan of the group and its subsidiaries; The operation management department is responsible for the formulation of key performance indicators and action plans of all departments of the company, collecting information and tracking the performance data of all business departments, so as to provide decision-making basis for the operation and development of the company and ensure the effective implementation of the company's strategy.
According to the development plan of the third five-year strategic development period (20182022), the company focuses on the main business development strategy of "intelligent manufacturing", deeply promotes the development strategies of "industrial agglomeration", "extension", "globalization", "digitization" and "synergy", strengthens, refines and expands the existing main business, and deepens resource allocation based on China and the world, Gradually realize the extension of the company's business to the whole industrial chain, from "intelligent corrugated paper packaging equipment supplier" to "intelligent factory overall solution supplier in corrugated paper packaging industry".
(3) Human resources
The company advocates the management concept of "people-oriented" and always adheres to the talent concept of "respecting talents, cultivating talents and achieving talents". The company and its main business units have formulated recruitment management system, employee welfare management system, career development management system, attendance management system, performance management system, training management system and occupational health and safety management system according to the labor law, relevant laws and regulations and actual business needs The salary management system and other systems have formed a complete human resource management system covering human resource employment, training, assessment, promotion, incentive and employee welfare, and effectively established a good talent introduction, talent cultivation, talent development, talent incentive and talent care mechanism, which is conducive to the rational allocation of human resources and standardizing human resource management activities, Comprehensively enhance the company's core competitiveness.
(4) Fund management
The company has formulated the management system of accounts receivable, the management method of bank accounts payable, the management system of bank accounts receivable, the management method of bank accounts payable, etc. The company regularly or irregularly makes an inventory of monetary funds and bank reconciliation to ensure that the cash book balance is consistent with the actual situation. The company has defined the scope of authority, approval procedures and relevant responsibilities of capital business and matters of all departments and posts. Managers at all levels exercise their powers and handle business within the scope of authorization to ensure the safety of funds. The company shall do a good job in fund management in strict accordance with relevant management systems, ensure that the use of the company's funds conforms to the principles of rationality, efficiency and safety, and provide sufficient financial support for the development of the company.
(5) Supply chain management
The company has formulated systems and processes to standardize enterprise procurement management, plan control management, supplier management, price verification management, production management, quality control, warehousing and logistics management and other supply chain systems, including the evaluation and selection of the company's suppliers, purchase price verification, follow-up management of supplier development, purchase demand prediction and purchase plan, purchase application and approval The signing of purchase contract, arrival acceptance and warehousing, purchase payment and other processes, authorization and approval, as well as the arrangement and control of production plan are clearly stipulated.
(6) Asset management
The company has formulated a relatively perfect asset management system, which clearly stipulates the purchase, registration, management, disposal and relevant financial accounting of assets. According to different types of assets, the company has established management measures such as division of responsibilities, regular inventory, property records, account verification and property insurance, and implemented the combination of regular property inventory and irregular random inspection. The company applies internal control means such as incompatible position separation, authorization approval and accounting system control to strictly restrict unauthorized personnel from contacting and disposing of assets to ensure the safety and integrity of all kinds of assets.
(7) Sales business
The company establishes the target responsibility system for all kinds of sales business according to the annual business objectives and financial budget, and handles delivery after the approval, signing and delivery of sales contracts; Confirmation and recovery of sales payment and relevant accounting records; Acceptance and disposal of returned goods and relevant accounting records; Sales business operator and invoice issuing and management; The accrual and approval of bad debt reserves and the write off and approval of bad debts clarify their respective rights and responsibilities, restrict and supervise each other. At the same time, the company has formulated corresponding systems and procedures to make clear provisions on customer development and maintenance, credit management, sales contract management, product pricing / delivery / after-sales service and collection management, which is conducive to reducing the operation risk of the company.
(8) Research and development
The company always adheres to the concept of risk management in scientific research and production process, and strictly controls the scientific research activities of the company, so as to improve the scientific research management level of the company. The company has formulated a series of systems and processes such as R & D project management system, product R & D test and verification process and customer technical data management system to standardize R & D project requirements, R & D process, technical review and technical decision-making, clarify the authorization and approval methods, procedures and relevant control measures from project initiation to development, and specify the authority of the approver Responsibilities and the scope of responsibilities and work requirements of the operator, strictly standardize the process control of R & D projects, the use of R & D expenses, information confidentiality, intellectual property protection and other important links, and clarify the responsibilities and authorities of relevant departments and posts in the process of research and development.
(9) Internal control of guarantee business
The company strictly abides by the supervision regulations of listed companies and the articles of association, implements the guarantee behavior, formulates the supporting authorization system documents, and defines the scope, responsible subject and authorization approval procedure of external guarantee. In order to effectively reduce capital and operation risks and effectively safeguard the interests of shareholders and investors of the company, the company strictly restricts the subject of external guarantee, fully identifies and evaluates the risks of the implemented guarantee behavior, complies with the regulatory regulations of listed companies, the articles of association and other system documents, and performs the necessary authorization and approval procedures and information disclosure obligations.
(10) Internal control of related party transactions
The company has formulated the management measures for related party transactions, which clearly stipulates the decision-making procedures for related parties and related relationships, related party transactions and related transactions, and ensures that the related party transactions concluded between the company and related parties are fair and reasonable.
(11) Financial Report
In strict accordance with accounting laws and regulations and national accounting standards, the company has standardized the main business processes such as the preparation and review of financial reports and accounting treatment, and strictly implemented the accounting law, accounting standards for business enterprises and other national laws and regulations on finance, accounting, taxation and finance, so as to ensure that the financial reports are comprehensive, true and reliable Accurately reflect the company's financial situation and operating results.
(12) Information system
The company has formulated the information security management system, it project management system, computer room management measures and other system processes to effectively manage the daily operation, security management, system operation, change management, application system implementation and maintenance of the information system, guide the normal operation of the information system, and enhance the security and safety of the information system Reliability and rationality, as well as the confidentiality, integrity and feasibility of information, provide guarantee for the establishment of effective information and communication mechanism. During the reporting period, the company further upgraded and optimized the office automation platform, realized the online operation of most of the company's business processes, helped build an information-based authorization and approval system with fixed approval nodes and clear records, and promoted the improvement of internal control and operation efficiency of business processes.
(13) Foreign investment
The company has formulated major investment management system and foreign investment project management process. The company has performed necessary approval procedures for foreign investment in accordance with relevant laws and regulations, the articles of association, the major investment management system and other relevant provisions, and timely disclosed information in accordance with the provisions of the information disclosure management measures.
(14) Information disclosure control
In accordance with the provisions of the stock listing rules of Shenzhen Stock Exchange, the company has formulated the internal reporting system for major matters, the management measures for information disclosure, the management system for inside information and insiders, and the accountability system for major errors in annual report information disclosure, which stipulates the basic principles of information disclosure, information disclosure obligors and responsibilities Contents of information disclosure, provision and collection of information disclosure, procedures of information disclosure and confidentiality measures, etc.
(15) Authorization approval control and separation of responsibilities
The company has formulated the articles of association, the rules of procedure of the general meeting of shareholders, the rules of procedure of the board of directors, the working rules of the general manager and other systems, issued the authorization Manual of the group headquarters and all business departments, stipulated the responsibilities and authorities among the general meeting of shareholders, the board of directors and the management, and defined the business policies and investment plans, the purchase and sale of major assets The authority to examine and approve the use of raised funds, external guarantees, related party transactions, financial budget and final accounts, profit distribution and other important matters, and implement the hierarchical authorization examination and approval system for sales business, procurement business, expenses and other matters arising from daily operation and management. Comprehensive company
