Changying Xinzhi Technology Co.Ltd(002664)
Self evaluation report on internal control in 2021
Changying Xinzhi Technology Co.Ltd(002664) all shareholders:
Changying Xinzhi Technology Co.Ltd(002664) (hereinafter referred to as “the company” or “the company”) is a national high-tech enterprise, mainly engaged in automobile motor manufacturing; Manufacturing and processing of electric vehicle accessories; Automotive mold design and manufacturing, air conditioning compressor manufacturing, motor and accessories manufacturing and other industrial automation control products. After years of development and accumulation, the company has a certain strength and scale in the auto parts industry. 1、 Board statement
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the report, and bear individual and joint liabilities for the authenticity, accuracy and completeness of the report. It is the responsibility of the board of directors to establish, improve and effectively implement internal control; 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 company’s internal control.
The objective of the company’s internal control is to reasonably ensure the legal compliance of operation, 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.
2、 Overall situation of internal control evaluation
The Audit Department of the company is a permanent internal control supervision organization under the audit committee under the board of directors, which is responsible for evaluating the design and operation effectiveness of internal control.
Meanwhile, the company hired Dahua Certified Public Accountants (special general partnership) to conduct independent audit on the effectiveness of the company’s internal control in accordance with relevant regulations.
3、 Basis of internal control evaluation
The purpose of this evaluation report is to, in accordance with 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, in combination with the enterprise internal control system and evaluation methods
On the basis of daily supervision and special supervision of internal control, the company’s internal control
Evaluate the effectiveness of the design and operation of the control department.
4、 Specific evaluation of internal control
(I) internal environment
The internal environment is the basis for enterprises to implement internal control. The quality of the internal environment directly determines whether other controls can be implemented and the effect of implementation. As a listed company, based on the basic idea of standardized operation, the company actively creates a good internal environment, establishes and improves the internal organization, defines the responsibilities and authorities of decision-making, implementation and supervision, and forms a scientific and effective division of responsibilities and check and balance mechanism, which lays a good foundation for the standardized operation and long-term healthy development of the company. It is mainly reflected in the following aspects:
1. Corporate governance structure
In accordance with the requirements of the company law, the securities law and other laws, administrative regulations and departmental rules, the company has established a standardized corporate governance structure and rules of procedure, defined the responsibilities and authorities in decision-making, implementation and supervision, and ensured the legal, compliant and effective operation of the general meeting of shareholders, the board of directors, the board of supervisors and other institutions. At the same time, the board of directors also established four special committees: Strategy Committee, nomination committee, salary and assessment committee and audit committee, which provided a good internal environment for the formulation and operation of the company’s internal control system.
The general meeting of shareholders exercises the highest power of the company and exercises the functions and powers specified in the articles of association, such as deciding the company’s business policy and investment plan, reviewing and approving the report of the board of directors and so on.
The board of directors exercises the company’s business decision-making power, and the audit committee is responsible for reviewing the company’s internal control, supervising the effective implementation of internal control and self-evaluation of internal control, guiding and coordinating internal audit and other related matters.
The board of supervisors exercises the power of supervision and is responsible for supervising the acts of directors and senior managers in performing their duties of the company.
The senior management team with the general manager as the core exercises the executive power, is responsible to the board of directors, executes the resolutions of the board of directors, and is responsible for the formulation and implementation of the company’s internal control system.
2. Organization
According to the division of responsibilities and in combination with the actual situation of the company, the company has established functional departments such as material control center, marketing center, financial center, production center, quality center, administrative center, R & D center, audit department and Secretary of the board of directors, and stipulated the corresponding post responsibilities.
3. Internal audit organization
In accordance with the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange, the company has established an audit department. Under the leadership of the company’s audit committee, the audit department independently carries out audit work in accordance with relevant national regulations and policies. The audit department is responsible to the audit committee and reports to the audit committee. The audit department has one audit director who is fully responsible for the work of the audit department. The head of the audit department is nominated by the audit committee of the company and appointed by the board of directors.
4. Human resources policy
The company’s human resources philosophy is: people-oriented, the pursuit of excellence and win-win development. Human resources is always the first resource for enterprise development and the core competitiveness of enterprises. Talents are the source of strength for the development and revitalization of the enterprise. The company continues to innovate enterprise management, advocate employees’ lifelong learning and striver culture, promote employees to constantly understand themselves, improve themselves and realize themselves, develop together with the enterprise, and constantly pursue excellent practice in professional fields and industry competition, so as to finally realize the mutual benefit and win-win between the enterprise and employees.
According to the current situation of the company’s human resources and the future oriented development strategy, the company’s human resources strategy is to make good use of existing talents, stabilize key talents, attract urgently needed talents and reserve future talents. Through the decomposition of strategic performance objectives and the application of KPI + OKR + integral system multiple performance evaluation mechanism, continuously optimize the enterprise talent evaluation system and improve the internal talent flow mechanism of the enterprise; Regularly evaluate and update the company’s key talents as company level resources, realize the unified allocation of the headquarters, implement equity incentive for the company’s key talents and introduced specialized talents, and improve the retention rate and stability rate of talents; Continuously improve the employer brand of the enterprise, increase the introduction and training of professional and management talents and reserve college students, and improve the talent cultivation mechanism of the company echelon, so as to meet the talent needs of the enterprise for future organizational development and organizational change.
5. Corporate culture
Adhering to the business philosophy of “treating people with integrity and winning with quality” and the quality policy of “first-class quality, improvement, innovation and implementation”, the company has grown into the largest and most competitive professional manufacturer of motor stator core in China. The company practices the corporate culture of “creating value for customers, improving the quality of life and promoting social development”, and leads all employees to constantly create a better life and build a happy and harmonious enterprise.
The company pays attention to strengthening the construction of corporate culture, formulates the code of conduct for employees, earnestly implements the post responsibility system, cultivates positive values and sense of social responsibility, advocates honesty and trustworthiness, love and dedication, pioneering and innovative spirit and teamwork spirit, establishes modern management concept and strengthens risk awareness.
The senior managers of the company can play a leading role in the construction of corporate culture; Enterprise employees can
Abide by the code of conduct for employees and earnestly perform their post responsibilities; The company’s senior managers and employees can abide by the law and act in accordance with the law.
(II) risk assessment
In order to promote the sustainable, healthy and stable development of the company, the company comprehensively and systematically collects relevant information according to its own strategic objectives and development ideas, combined with the characteristics of the industry and the set control objectives, accurately identifies internal and external risks, and carries out risk assessment in time to make the risk controllable.
(III) control activities
The company fully recognizes the importance of good and perfect control measures to eliminate risks and achieve business objectives. The company can combine the risk assessment results, and use corresponding control measures to control the risk within the tolerable degree through the combination of manual control and automatic control, preventive control and discovery control.
1. Internal control procedures of the company
(1) Authorization approval control
In the authorization management system, foreign investment management system, major investment decision-making system and other systems, the company has defined the approval authority and approval process of various major businesses.
(2) Incompatible job separation control
According to the control requirements of the separation of incompatible positions, the company has implemented corresponding separation measures in the post setting. The incompatible positions in each link, such as authorization and approval, business handling, accounting records, property custody, audit and inspection, are held by different personnel, forming a working mechanism of each company’s own duties, respective responsibilities and mutual restriction.
(3) Accounting system control
The company strictly implements the accounting standards for business enterprises, strengthens the basic work of accounting, defines the processing procedures of accounting vouchers, accounting books and financial reports, and ensures the authenticity and integrity of accounting materials.
(4) The company has formulated a series of systems related to daily management and regular inventory of property, such as fixed assets management regulations, inventory counting regulations and fund management regulations, so as to ensure the safety of enterprise property through property records, physical storage, regular inventory, account verification and other measures.
(5) Budget control
The company establishes and implements a comprehensive budget management system, defines the responsibilities and authorities of all responsible units in the company in budget management, standardizes the procedures for budget preparation, approval, issuance and implementation, and makes public the public through the budget
The company’s future sales, costs, cash flows, etc. are specifically and systematically reflected in the form of plans, so as to effectively organize and coordinate all business activities of the enterprise and achieve the company’s business objectives.
2. Key control activities of the company
(1) External guarantee
In order to protect the legitimate rights and interests of investors, standardize the external guarantee behavior, effectively prevent the external guarantee risk of the company and ensure the safety of the company’s assets, according to the company law of the people’s Republic of China, the guarantee law of the people’s Republic of China, the notice on regulating the external guarantee behavior of listed companies, and the notice on regulating the capital exchanges between listed companies and related parties and the external guarantee of listed companies The Changying Xinzhi Technology Co.Ltd(002664) external guarantee management system is formulated in combination with the actual situation of the company. The management and approval procedures of external guarantee, such as division of responsibilities and authorization approval, guarantee evaluation and approval control, guarantee execution control, guarantee risk control, guarantee information disclosure, supervision and inspection, have been clearly stipulated. During the reporting period, the company has no external guarantee.
(2) Internal control over subsidiaries
In order to strengthen the company’s internal control system, promote standardized operation and healthy development, clarify the property rights and interests and operation and management responsibilities of the company and its holding subsidiaries (hereinafter referred to as “holding subsidiaries”), ensure the standardized operation and legal operation of the holding subsidiaries, improve the overall asset operation quality of the company and protect the legitimate rights and interests of investors to the greatest extent, according to the company law of the people’s Republic of China and the securities law of the people’s Republic of China According to the Listing Rules of Shenzhen Stock Exchange and the articles of association and other regulations, combined with the actual situation, the subsidiary management system has been formulated, which stipulates the regulations and procedures to be followed in standardized operation, finance, capital and guarantee management, investment management and so on.
(3) Major investment decision-making system
The company has formulated the major investment decision-making system, which clearly stipulates the category, investment decision-making authority, decision-making procedures, inspection and supervision procedures and rules of the company’s foreign investment.
(4) Information disclosure management
The company has formulated the information disclosure management system, which defines the responsibilities of the company’s information disclosure management department, responsible persons and obligors, and stipulates the scope, content, standards, processes, review and disclosure procedures, confidentiality measures and other aspects of information disclosure. At the same time, the company has formulated the internal reporting system of major information, which stipulates the reporting obligor, scope, reporting procedures and management of major information, and requires the reporting meaning
The responsible person shall timely report to the Secretary of the board of directors on the major information matters to be or have occurred.
(5) Related party transaction management system
In order to ensure that the related party transactions between the company and related parties comply with the principles of fairness, impartiality and openness, and ensure that the related party transactions of the company do not damage the interests of the company and shareholders, especially the legitimate interests of small and medium-sized investors, according to the company law of the people’s Republic of China, the securities law of the people’s Republic of China and the accounting standards for Business Enterprises No. 36 – disclosure of related parties The related party transaction management system is formulated in accordance with the stock listing rules of Shenzhen Stock Exchange and other relevant laws, regulations and normative documents. The system specifies the scope of related parties and related parties, the determination and management of related party transaction price, as well as the procedures and disclosure of related party transactions, so as to ensure that the related party transactions of the company comply with relevant regulations.
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.
(IV) information and communication
The company has formulated a major internal information reporting system, defined the procedures for the collection, processing and transmission of information related to internal control, properly screened, checked and analyzed the information, ensured the timely and accurate communication of information, and promoted the effective operation of internal control.
For investors, in addition to strictly implementing the information disclosure management system and publishing information through legal information disclosure channels, investors can also learn about the company’s information through telephone, e-mail, company website, direct visit to the company, online briefing and investor exchange meeting, so as to enhance their understanding and understanding of the company.
(V) internal supervision
In order to implement the rules and regulations of control, ensure the safety and integrity of assets and ensure the accuracy of financial and non-financial information generated in business activities, the company has established an internal control supervision system and formulated the identification standards of internal control defects. The audit committee under the board of directors reviews internal control and supervises the effective implementation of internal control and the self-evaluation of internal control, Coordinate internal control audit and other related matters; At the same time, for the internal control defects found in the process of supervision, analyze the nature and causes of the defects, put forward the rectification plan, and timely report to the board of directors, the board of supervisors or the management in an appropriate form for timely treatment.
5、 Procedures and methods of internal control evaluation
The internal control evaluation shall strictly follow the basic norms, evaluation guidelines and the company’s internal control evaluation office
Implement the procedures stipulated in the law. The company obtains sufficient, relevant and reliable evidence to evaluate the effectiveness of internal control and makes written records.
During the evaluation process, we adopted appropriate methods such as individual interviews, survey questions, walk through tests, on-site inspection, sampling and comparative analysis to widely collect evidence on the effectiveness of the company’s internal control design and operation, truthfully fill in the evaluation working paper, and analyze and identify internal control defects.
6、 Defects and identification of internal control
The board of directors of the company shall identify major defects, important defects and general defects in accordance with the basic norms and evaluation guidelines
