Citic Securities Company Limited(600030)
About Zhang Xiaoquan Inc(301055)
Verification opinions on self-evaluation report of internal control in 2021
Citic Securities Company Limited(600030) (hereinafter referred to as ” Citic Securities Company Limited(600030) ” or “sponsor”) is the sponsor of Zhang Xiaoquan Inc(301055) (hereinafter referred to as “company”, “listed company” or ” Zhang Xiaoquan Inc(301055) “) initial public offering of shares and listing on GEM. According to the measures for the administration of securities issuance and listing recommendation business, the Listing Rules of Shenzhen Stock Exchange gem (revised in December 2020), the guidelines for the standardized operation of companies listed on Shenzhen Stock Exchange gem (revised in 2020) and other relevant provisions, Citic Securities Company Limited(600030) checked the relevant contents of Zhang Xiaoquan Inc(301055) the 2021 annual internal control evaluation report, The details are as follows:
1、 Internal control evaluation
(I) scope of internal control evaluation
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 evaluation scope of the company at all levels and its subordinate units includes the main evaluation scope of the company at all levels.
The content of the company’s internal control self-evaluation focuses on five basic internal control factors, such as internal environment, risk assessment, control activities, information transmission and communication, and continuous supervision, covering the main businesses and matters of the company’s operation and management, without major omissions.
According to the characteristics and control requirements of various businesses and matters of the company, the evaluation focuses on the key business control links with the following characteristics: high-risk areas affecting the compliance of laws and regulations, the authenticity of financial information, business efficiency and efficiency, and the safety of capital and assets.
Important operations and matters included in the scope of evaluation include:
1. Internal environment, including: development strategy, organizational structure, corporate culture, human resources, etc; 2. Risk assessment mainly includes identifying internal and external risks faced by the company, assessing the probability of risk occurrence, possible negative impact, the company’s ability to bear risks, risk reduction and priority of control measures, etc. External risks mainly include policy risk, exchange rate risk, market risk, price fluctuation risk, interest rate risk, etc; Internal risk mainly identifies contract risk, quality risk, capital risk, information risk, fire risk, talent risk, etc;
3. Control activities, mainly including: sales business, procurement business, foreign investment, contract management, financial reporting, control of subsidiaries, etc;
4. Information and communication;
5. Internal oversight.
Details of the company’s businesses and matters included in the evaluation scope are as follows:
1. Internal environment
(1) Development strategy
A strategic decision-making committee is established under the board of directors of the company, which is mainly responsible for studying and making suggestions on the medium and long-term development strategy and major decisions of the company. The company has formulated the working rules and decision-making procedures of the strategic decision-making committee. The strategic decision-making Committee formulates the development objectives on the basis of full investigation and research, soliciting opinions, analysis and prediction, and formulates the strategic plan according to the development objectives, so as to promote the process of strategy implementation and improve the collection, screening, analysis, processing and early warning mechanism of information related to strategy implementation, Enhance the sensitivity and judgment of the company to changes in internal and external environment. The core business departments at all levels formulate their own business strategies according to the company’s strategy and update them regularly to support the realization of the company’s strategic objectives.
(2) Organizational structure
In strict accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the Zhang Xiaoquan Inc(301055) articles of Association (hereinafter referred to as the “articles of association”) and other relevant laws and regulations of listed companies, the company has continuously improved the corporate governance structure and established the shareholders’ meeting, the board of directors and the board of supervisors as the power organ of the company Executive and supervisory bodies. The company has established and improved the corporate governance structure of the company in accordance with the principles of mutual independence, mutual checks and balances and clear rights and responsibilities of power institutions, executive institutions and supervision institutions. The company has formulated the rules of procedure of the general meeting of shareholders, the rules of procedure of the board of directors, the working rules of independent directors and the rules of procedure of the board of supervisors. The board of directors has a strategic decision-making committee, a nomination committee, a salary and assessment committee, an audit Committee and an information technology governance committee to clarify the responsibilities and authorities in decision-making, implementation and supervision, Form a scientific and effective division of responsibilities and check and balance mechanism, promote the governance structure and standardized operation of each department according to their respective duties, further standardize the operation of the company, improve the level of corporate governance, and actively and effectively safeguard the fundamental interests of shareholders, management, employees and stakeholders.
The company formulates the organizational structure according to the enterprise development objectives and strategies, and sets up the marketing center, quality center, R & D center, manufacturing center, new product business department, as well as the financial department, securities investment department, procurement department, warehousing and logistics department, brand department, personnel administration department, information technology department, operation Department, audit department and other functional departments.
(3) Corporate culture
The company pays attention to the construction of corporate culture and takes the cultural construction as a key work of enterprise management innovation. After years of operation, the company has established a corporate culture concept system in line with its own development, taking “life hardware Creator as you need” as the corporate brand mission, adhering to the ingenuity spirit of “fine steel work and creative life”, and deeply practicing Zhang Xiaoquan Inc(301055) ‘s concept of all-round quality development. Through corporate culture, all departments and organizations have exerted great strength, forming a complete and unique corporate culture concept system, laying the foundation for the sustainable development of the company and individuals.
(4) Human resources
Adhering to the talent strategy, the company pays attention to the selection, training and incentive of talents, regulates employees’ cognition, code of conduct and workplace discipline, clearly stipulates employees’ recruitment, promotion, performance appraisal, salary, reward and punishment, training, attendance and resignation, and gradually improves the distribution mechanism and career development channel of talents, It ensures the stability of the company’s human resources and the demand of various departments for human resources.
2. Risk assessment
The company has established a sound risk assessment system, regularly conduct comprehensive risk assessment for the company, dynamically carry out risk identification and risk analysis, analyze the identified risks from the two dimensions of the possibility of risk occurrence and its impact degree, determine the risk factors that should be focused and controlled first, and make rational use of risk avoidance, risk reduction Risk response strategies such as risk sharing and risk tolerance, improve and optimize the control system and business process related to the risk, realize the effective control of the risk, and put forward risk response measures and strategies.
3. Control activities
(1) Sales business
The company has formulated the sales and collection management system related to a series of management activities such as sales management, sales contract management and after-sales service management. For all links involving sales and collection, such as sales forecast, determination of product sales price, order processing, review of customer credit, signing of sales contract, management of sales contract, delivery, payment settlement and return Clear provisions have been made on return and replacement, agency fees, after-sales service, handling procedures of accounts receivable and handling of bad debts; The management regulations and process control for sales and collection established by the company ensure that the company can effectively explore the market, promote enterprise products and provide services at reasonable prices and expenses, and help the company’s sales department effectively organize marketing, market research, credit investigation, packaging and transportation, after-sales service and other sales activities, And ensure the correctness, integrity and security of accounts receivable records while improving sales efficiency.
During the reporting period, the departments and personnel involved in sales and collection can carry out business operations in strict accordance with the provisions of relevant management systems, and the control measures of each link can be effectively implemented. (2) Procurement business
The company has formulated the procurement management standard and supplier management procedure, signed the supplier instructions with most suppliers, and defined the specific division of different procurement functions such as data confidentiality, market fair price, quality and quantity, strategic procurement negotiation and later supplier procurement orders, Basically, the organization and post of procurement and payment business have been reasonably planned and established, and the purchase requisition, approval, procurement and acceptance procedures of inventory have been clarified. The payment of accounts payable and prepayments can only be handled after the relevant procedures are complete. During the reporting period, the company had no major defects in the control of procurement and payment.
(3) Foreign investment
In accordance with the company law, the securities law of the people’s Republic of China and other relevant laws and regulations and the articles of association, and in combination with the specific situation of the company, the company strictly implements the foreign investment management system to standardize the company’s foreign investment behavior, so as to reduce the risk of foreign investment and ensure the safety of relevant operating and investment funds.
(4) Contract management
The company has set up special posts to carry out risk control and management of legal affairs related to contracts, defined the responsibilities and authorities of relevant posts, formulated control measures for business processes including contract review and signing, contract performance, contract change and dissolution, and contract dispute handling, and assisted the process of contract approval and seal use by information means, Regularly check and sort out the weak links of risk control in contract management, improve relevant control measures, promote the effective performance of contracts, achieve risk control closed loop, and effectively safeguard the legitimate rights and interests of the company.
(5) Financial Report
The company strictly implements the accounting law, accounting standards for business enterprises and other accounting laws and regulations and relevant tax laws and regulations, and has established a relatively perfect financial accounting system. The company has set up an independent accounting organization, set up reasonable posts in accounting and financial management, and implement special posts. All posts are equipped with full-time personnel to ensure the smooth progress of financial work. The company implements the post responsibility system for the accounting organization, defines the division of responsibilities, and separates the approval, execution and recording functions. All posts strictly abide by relevant laws and regulations and the company’s process operation, so as to ensure the accuracy, authenticity and integrity of financial accounting and financial report. At the same time, the company has established an information disclosure management system in accordance with the measures for the administration of information disclosure of listed companies to ensure the legal compliance, authenticity, integrity and effective utilization of the data disclosed in the listing announcement.
The company strictly implements the related party transaction management system, and ensures the legal compliance of related party transactions and timely and reliable disclosure through control activities such as the approval of related party transaction activities, the pricing of related party transactions, the update and maintenance of the list of related parties, and the regular monitoring of the amount and completion of related party transactions.
(6) Control of subsidiaries
As a contributor, the company, in accordance with the requirements of laws and regulations and the articles of Association for the standardized operation of the company and the corporate governance structure, exercises the supervision and management of major matters of subsidiaries as a shareholder or controller, and enjoys the power of investment income and decision-making of major matters for the investment enterprise according to law. By establishing the corresponding subsidiary management process system, the company has strengthened the major events and risk management of the subsidiary, attached importance to the risk compliance of the subsidiary and the safe production and operation management of the enterprise, and further improved the management level. The subsidiary has established a relatively complete decision-making, implementation, supervision and feedback system, and set up corresponding departments according to the principle of mutual checks and balances. The company regularly or irregularly audits and supervises the operation of its subsidiaries. The inspection and supervision of the implementation of the internal control system of subsidiaries, the authenticity and legitimacy of financial information and the rational utilization of assets have achieved good results in improving the overall operation efficiency and anti risk ability of the company.
4. Information disclosure and communication
(1) External information disclosure
In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the Listing Rules of Shenzhen Stock Exchange gem and other relevant laws, regulations and norms, the relevant provisions of the articles of association and the actual situation of the company’s information disclosure and investor relations management, the company has defined the shareholders, directors, supervisors The responsibilities of senior managers for information disclosure have made it clear that the chairman is the first person responsible for the company’s information disclosure, all members of the board of directors are jointly and severally liable, and the Secretary of the board of directors is responsible for coordinating and organizing the specific matters of the company’s information disclosure. The securities department is a special organization responsible for the company’s information disclosure, which standardizes the process, content and time limit of the company’s information disclosure.
(2) Internal information communication
The company has established an information platform covering R & D, manufacturing, procurement, sales, after-sales, logistics, engineering, finance, human resources and other business fields to support business operation and information interaction in various fields. Each information platform ensures that the company’s business operation is effectively controlled and supervised by effectively implementing the company’s management requirements and business rules. The information platform ensures that relevant indicators and statements accurately reflect the results of various operation and management activities, and timely find, track and solve business problems, so as to provide useful information for internal control management and decision-making; The rapid, accurate and effective flow of information ensures the effective operation of all internal control links.
5. Internal supervision
The board of supervisors of the company is the internal supervision organization of the company and is responsible for the general meeting of shareholders. The board of supervisors shall supervise the behavior of directors and senior managers in the execution of the company’s affairs. If it finds that the company’s operation is abnormal, it can conduct investigation, and if necessary, it can hire professional institutions such as accounting firms and law firms to assist them in their work. The company has implemented an internal audit mechanism and established an audit department under the audit committee of the board of directors. By formulating the internal audit work system, the company has clarified the work responsibilities and work processes of the internal audit department and standardized the procedures, methods and requirements of internal supervision. Under the leadership of the audit committee of the board of directors, the audit department regularly supervises and inspects the business activities, economic benefits, asset safety, establishment and implementation of internal control system of the company and its holding subsidiaries, timely reports the defects and abnormalities found in the inspection, and puts forward reasonable suggestions.
(II) identification and internal control standards
The company organizes and carries out internal control evaluation according to the enterprise internal control standard system, relevant national laws and regulations, enterprise management manual and other internal systems and regulations.
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. Identification standards of internal control defects in financial reports
The quantitative evaluation criteria of the company’s internal financial control report are as follows:
Index name major defect important defect general defect
The proportion of potential misstatement amount that may be caused by internal control defects is ≥ 5%, 5% proportion ≥ 3%, proportion 3%
Proportion in pre tax profit of the company
The proportion of potential misstatement amount that may be caused by internal control defects ≥ 1%, 1% proportion ≥ 0.5%, proportion 0.5%, accounting for the proportion of the company’s total assets
Financial assets determined by the company
