Huachuang Securities Co., Ltd
About Dalian Demaishi Precision Technology Co.Ltd(301007)
Verification opinions of internal control evaluation report (2021)
Huachuang Securities Co., Ltd. (hereinafter referred to as the "sponsor") is a sponsor of Dalian Demaishi Precision Technology Co.Ltd(301007) (hereinafter referred to as the " Dalian Demaishi Precision Technology Co.Ltd(301007) " company ") for initial public offering, listing on the gem and continuous supervision, In accordance with the relevant provisions of the measures for the administration of securities issuance and listing recommendation business, the Listing Rules of Shenzhen Stock Exchange on the gem, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of listed companies on the gem, and the self regulatory guidelines for listed companies of Shenzhen stock exchange No. 13 - recommendation business, The Dalian Demaishi Precision Technology Co.Ltd(301007) internal control evaluation report (2021) has been carefully verified. The verification results are as follows:
1、 Overall situation of internal control evaluation
The board of directors of the company authorizes the internal audit institution to be responsible for the specific organization and implementation of internal control evaluation, and evaluate the high-risk fields and units included in the evaluation scope.
2、 Basis of internal control evaluation
The purpose of the evaluation report is based on the requirements of the basic norms of enterprise internal control (hereinafter referred to as the "basic norms") and the guidelines for the evaluation of enterprise internal control (hereinafter referred to as the "evaluation guidelines") jointly issued by the Ministry of Finance and other five ministries and commissions of the people's Republic of China, combined with the internal control system and evaluation methods of the enterprise, and on the basis of daily supervision and special supervision of internal control, Evaluate the effectiveness of the design and operation of the company's internal control as of December 31, 2021.
3、 Scope of internal control evaluation
The scope of internal control evaluation covers various businesses and matters of the company and its affiliated units, focusing on the following high-risk areas: strategic risk, capital risk, market risk, procurement risk, sales risk, etc. The units included in the scope of evaluation include:
Dalian Demaishi Precision Technology Co.Ltd(301007) , Dalian Dexin Precision Manufacturing Co., Ltd., Dalian Jinhuade precision shaft Co., Ltd.
The businesses and matters included in the evaluation scope include: corporate governance, development strategy, organizational structure, establishment and improvement of internal control system, internal supervision, internal information transmission, information technology level control, human resource management, corporate culture, financial report, capital activities, procurement and payment, sales and collection, production and storage, asset management, contract management Related party transactions, etc.
The internal control of the above businesses and matters covers the main aspects of the company's operation and management, and there is no major omission.
1. Internal environment
(1) Corporate governance
In strict accordance with the requirements of the company law, the articles of association and other relevant laws and regulations, the company has established and improved the corporate governance structure, established and improved the internal management and control system, further standardized the company's operation, improved the level of corporate governance, and actively and effectively safeguarded the fundamental interests of shareholders, management, employees and stakeholders.
The company has established a corporate governance structure composed of the general meeting of shareholders, the board of directors, the board of supervisors and the management. The shareholders' meeting, the board of directors, the board of supervisors and the management have clear rights and responsibilities, checks and balances each other, and operate well, forming a complete, reasonable and effective operation and management framework.
The general meeting of shareholders is the highest power and decision-making body of the company. The articles of association and rules of procedure of the general meeting of shareholders specify the major matters to be considered by the general meeting of shareholders, and clearly explain the functions and powers, convening conditions and methods, voting methods and other aspects of the general meeting of shareholders.
The board of directors is responsible to the general meeting of shareholders. Its members are elected by the general meeting of shareholders, perform their duties in accordance with the articles of association, rules of procedure of the board of directors and other provisions, exercise the power of business decision-making within the specified scope, and be responsible for the establishment, improvement and effective implementation of internal control.
The board of supervisors is composed of three supervisors, and the board of supervisors has a chairman. The chairman of the board of supervisors shall be elected by more than half of all supervisors. The board of supervisors shall supervise the directors, managers and other senior managers of the company to perform their duties in accordance with the articles of association, rules of procedure of the board of supervisors and other provisions.
(2) Organizational structure
According to its own production and operation characteristics and requirements, the company has established functional departments matching the company's management framework system, clearly divided and defined the main responsibilities of each department, and formed a reasonable and effective internal control organization system with mutual cooperation and restriction. The company has established corresponding organizational structure. In addition to the general meeting of shareholders, the board of directors and the board of supervisors, it also has quality management department, planning department, operation Department, equipment department, office, finance department, securities office and other departments, which fully ensures the separation of responsibilities and the effectiveness of operation.
Organization chart of the company:
(3) Social responsibility
Since its establishment, the company has always paid attention to the performance of corporate social responsibility. It is mainly reflected in the following two aspects: ① tax payment: the company continuously improves its technology research and development ability, develops new products, expands its business scale, and makes contributions to local economic development and taxation;
② Solve employment: enhance the company's ability to absorb employment and create more employment opportunities for the society.
(4) Human resource management
Since its establishment, the company has continuously improved the mechanism of personnel selection, education, retention and employment, and injected a steady stream of vitality and power into the development of the company through personnel training and selection. The company has formulated human resource management systems such as human resource management procedure and attendance system, which have detailed provisions on the processes of employee recruitment, induction, training, post transfer and resignation. With the growth of business performance, the company is also gradually improving the treatment of employees, continuously improving the working environment of employees and paying attention to the health and safety of employees. The company strictly implements the relevant national regulations on social insurance and housing provident fund, and pays five insurances and one fund for the company's employees in time and in full.
2. Risk identification and assessment
Since its establishment, the company has attached great importance to business risk assessment and established an effective risk identification and assessment mechanism. The company focuses on various factors causing risks, accurately identifies internal and external risks related to the realization of control objectives, and evaluates the possibility and impact of risks to ensure the accuracy of risk analysis results, so as to ensure the healthy operation of all businesses of the company.
3. Information and communication control
The company has established a smooth and effective information collection, transmission and feedback system to upload, release and timely feedback, ensure the timeliness and accuracy of transmitting internal control related information to the management, and ensure the effective communication of information within the company and between the company and the outside. The company attaches importance to the collection and sorting of key information in the daily operation and management process to ensure that the information involved in key business links can be effectively kept, which provides sufficient basic data support for the operation effectiveness of the company's internal control system. At the same time, the company has classified important information according to the confidentiality level, and strictly controlled the permission settings such as information use and sharing. The company has established supply chain management system, enterprise mailbox, enterprise work communication wechat group, etc., and made full use of modern information technology to improve the efficiency of information communication. In the process of daily operation, the company realizes information transmission and communication through regular and irregular meetings, work summary, work plan, special report, internal email, contact letter, management system documents and other channels.
Each business department communicates with customers and suppliers through e-mail, telephone, fax, field visit, meeting and other forms.
4. Control activities
Combined with risk assessment, the company uses corresponding control measures to control the risk within the tolerable range through the combination of manual control and automatic control, preventive control and discovery control. The company's main control measures include:
(1) Incompatible job separation
For each business link, the company has effectively identified incompatible positions. By setting up the company's system, building a reasonable organizational structure and formulating detailed job responsibilities, we can ensure the separation of incompatible jobs such as the separation of business approval from business implementation, business implementation from relevant information records, asset custody from relevant information records.
(2) Financial system control
The company implements the accounting standards for business enterprises, formulates the financial management system, and makes detailed provisions on the company's basic financial work, the setting of financial institutions, the internal management system of accounting computerization, accounting vouchers, accounting books and the processing procedures of financial reports. The company's financial work is carried out in strict accordance with relevant regulations to ensure the authenticity and integrity of accounting data.
(3) Property protection control
The company has formulated asset management measures for the daily management and regular inventory of physical assets such as inventory, fixed assets and construction in progress, and established management systems and relevant management procedures for major assets of the company such as monetary funds, accounts receivable, inventory and fixed assets. Through the implementation of the above systems and procedures, it is ensured that all assets of the company have clear management departments Perfect records, regular inventory and inventory, and regular reconciliation measures for each current account, so as to reasonably ensure the safety of the company's assets.
(4) Supervision and control
The company continues to improve the corporate governance structure, the board of supervisors and independent directors of the company perform the supervision duties of the company's management, independently evaluate the effectiveness of the company's internal control and put forward improvement suggestions.
(5) Operation analysis control
Since its establishment, the company has always required all relevant departments to maintain sensitivity to operation data, and required all departments to collect, count and analyze the production, purchase and sales, investment, finance and other information generated in the process of the company's operation, focusing on abnormal data and abnormal fluctuations. Conduct comprehensive analysis on the problems found and implementation deviation, and put forward solutions or improvement measures for the source of the problem. The company has formulated the detailed rules for the work of the general manager, which stipulates the system of the general manager's office meeting, including regular discussion of important matters in the company's daily operation and management and irregular temporary meetings. The company also regularly and irregularly holds special meetings such as purchase and sales coordination, tracking and review of major projects, so as to timely solve the problems existing in the operation process. Effective analysis and control are implemented for the planning at the strategic level and the tracking at the operational level.
The company continues to strengthen key control in production and operation, establish and improve a complete control assurance system, and strengthen the proper custody of various business archives. In particular, strengthen the control of the following aspects.
(1) Control of procurement and expense and payment activities
According to a series of financial management systems such as fund management system, bill management measures and accounts payable management measures, as well as a series of procurement management systems such as procurement control management procedures, outsourcing factory management regulations and supplier management procedures, the company has set up institutions and posts for procurement and payment business, and established and improved the procurement and payment control procedures, The control of purchase requisition, approval, purchase, acceptance, payment and other links has been strengthened. The purchase procedure has achieved comparison of quality and price and transparent decision-making. Through the control of the process and the separation of incompatible positions, the effective operation of the purchase and payment link has been improved and the risk degree of this link has been reduced. For the control of payment, in the process of applying for payment, the company's process requires that the relevant procedures must be completed and approved by leaders at all levels. In terms of payment method selection, the company's system stipulates that except for the payment that is less than the starting point of the transfer amount and can be paid in cash after being reviewed by the deposit bank under special circumstances, the rest of the payment for goods shall be settled by bank transfer or acceptance bill. The finance department shall regularly check the data with the opposite unit or individual to ensure the accuracy of accounts payable data.
The company has formulated the expense budget and reimbursement management system, defined the authority of managers at all levels, and timely and accurately mastered the implementation of the company's expenses through the implementation of expense budget and reimbursement analysis, so as to ensure the normal operation of the company's operation and management, so as to help the company achieve its business objectives and realize its profit plan.
(2) Control of sales and collection activities
In order to promote the steady growth of the company's sales, expand market share, standardize sales behavior and prevent sales risks, the company has formulated contract management measures, contract review management procedures, accounts receivable management measures and other relevant management systems. Combined with the actual situation of the company, the company has formulated practical sales policies, pricing principles, credit standards The collection method and the responsibilities and authorities of sales organizations and personnel strengthen the management of products and after-sales services, avoid possible risks in the business process, ensure the normal performance of various economic contracts and maintain a good business cooperation relationship with customers.
(3) Fixed assets management control
The company has formulated equipment management procedure, fund management system, bill management system and asset inventory management measures to manage fixed assets. According to the responsibility scope of each department, it is jointly managed by the user department, management department and financial department. The user department and the management department directly manage the physical objects, and the financial department is responsible for accounting, supervision, assessment and inspection. The company has carried out detailed process management on the purchase, acceptance, use, maintenance, transfer and scrapping of fixed assets. The key links such as purchase approval, custody, registration and inventory of physical assets are effectively controlled to maintain the good operation state of physical assets. Ensure that the accounts, cards and materials are consistent, and the assets are safe and complete and consistent with the accounts and facts.
(4) Control of financial management and reporting activities
In accordance with the accounting standards for business enterprises and the basic norms of internal control of enterprises and other laws and regulations issued by the Ministry of finance, and in combination with the characteristics of the industry and the company's own production and operation characteristics, the company has formulated the company's financial management system. The financial management system includes the company's accounting principles, fund management, asset management, cost and expense management, tax declaration management, financial report and financial analysis system. It has established a complete set of accounting and financial report system, which effectively ensures that the financial department prepares accounting statements and notes to accounting statements in accordance with the relevant provisions of the accounting standards for business enterprises, Timely and accurately reflect the financial status, operating results and cash flow of the enterprise. The company strengthens the communication and exchange between the financial department and the business department, requires the financial department to fully participate in the company's daily operation, ensure the timely transmission of business data and ensure the accuracy and integrity of financial data. The financial department will analyze and summarize the abnormal situations in the process of the company's business operation in combination with the financial data to ensure the effective operation of all businesses. (5) Management control of holding subsidiaries
According to the provisions of the company's management system for holding subsidiaries, the company realizes the management of subsidiaries according to law by exercising the rights of shareholders and the directors and supervisors nominated by the company. For major matters such as equity change, restructuring and reorganization, investment and financing, profit distribution and so on, the directors nominated by the company must report to the person in charge of the company in advance and submit them to the corresponding institutions for approval according to the authority specified in the corresponding system of the company. After the approval of the company, the subsidiary can convene the board of directors or shareholders' meeting for deliberation in accordance with legal procedures. The authorized shareholder representative or nominated director of the company must vote in accordance with the approval opinions of the company. By controlling the decisions on major matters in the daily operation of subsidiaries, the company has defined the business management, control and service functions of the company to each subsidiary. The company's management of holding subsidiaries is based on its independent operation and implements effective internal control to ensure the parent company's independence
