Haitong Securities Company Limited(600837)
About Guangdong Transtek Medical Electronics Co.Ltd(300562)
The verification opinions of the internal control self-assessment report related to the financial statements in 2021 Haitong Securities Company Limited(600837) (hereinafter referred to as ” Haitong Securities Company Limited(600837) ” or “sponsor”) as the sponsor of Guangdong Transtek Medical Electronics Co.Ltd(300562) (hereinafter referred to as ” Guangdong Transtek Medical Electronics Co.Ltd(300562) ” or “company”) issuing shares to specific objects in 2021, in accordance with the administrative measures for securities issuance and listing sponsor business and the basic norms of enterprise internal control According to the requirements of relevant laws, regulations and normative documents such as the guidelines for the recommendation of listed companies of Shenzhen Stock Exchange, the guidelines for the self-regulation of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM, the Guangdong Transtek Medical Electronics Co.Ltd(300562) “self assessment report on internal control related to financial statements in 2021” has been verified. The details are as follows:
1、 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.
2、 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. The main units included in the evaluation scope include all departments of the company, Zhongshan Chuangyuan sensor Co., Ltd., a wholly-owned subsidiary of China, Shenzhen Guangdong Transtek Medical Electronics Co.Ltd(300562) Electronics Co., Ltd., Zhongshan Chuangyuan Trading Co., Ltd., Zhongshan Lexin Electronics Co., Ltd., Zhongshan Leheng Electronics Co., Ltd., Mio labs Inc. and Lifesense US holdings LLC., a wholly-owned subsidiary of Hong Kong Chuangyuan Co., Ltd And the holding subsidiaries Shenzhen Ruikang Hongye Technology Development Co., Ltd., Guangzhou Lexin Yuhong medical industry investment fund partnership (limited partnership), sound source technology (Shenzhen) Co., Ltd., zaoniao Technology (Shenzhen) Co., Ltd., winte Technology Co., Ltd. Guangdong Transtek Medical Electronics Co.Ltd(300562) remote technology (Zhuhai) Co., Ltd. the main businesses and matters included in the evaluation scope include: internal environment, risk assessment, control measures Information and communication, inspection and supervision. 1. Internal environment
(1) Corporate governance and organizational structure
① Corporate governance structure
In accordance with the provisions of the company law, the securities law and other relevant laws and regulations, the company has successively formulated and adopted the articles of association, the rules of procedure of the general meeting of shareholders, the rules of procedure of the board of directors, the rules of procedure of the board of supervisors, the decision-making system of connected transactions, the management system of heavy investment, the management system of external guarantee, the management system of raised funds, the working system of independent directors A series of rules and regulations such as information disclosure management system, insider registration management system and external information user management system have defined the responsibilities and authorities of various institutions in decision-making, implementation and supervision, and formed 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 and all special committees under the board of directors shall perform their duties, exercise their rights, vote or express corresponding opinions in accordance with relevant working procedures.
② Organizational structure
In accordance with the company law, the articles of association and other relevant laws and regulations, 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, and established an independent director system; The board of directors of the company has a strategy committee, an audit committee, a remuneration and assessment committee, a nomination committee and other special committees; For the smooth progress of the company’s daily production, operation and management, the company’s management has set up senior managers such as general manager, deputy general manager, chief financial officer and Secretary of the board of directors, and established RPM Bu, remote cloud technology Bu, heart health Bu, happy time, intelligent sphygmomanometer Bu, intelligent weighing Bu, intelligent wearing Bu, intelligent headset Bu, R & D department, intelligent manufacturing department, quality management department, supply chain department and functional departments. The functional departments include operation & Human Resources Department, administration & EHS department, information management department, finance department, audit department and legal department. According to the strategic planning of the company, the functional departments and subsidiaries of the company have formulated medium and long-term plans and annual plans, and formulated the post responsibilities of each department. Each functional department has a clear division of labor, takes its own responsibilities, cooperates with each other, restricts and supervises each other. As of December 31, 2021, the company has five wholly-owned subsidiaries in China, namely Zhongshan Chuangyuan sensor Co., Ltd., Shenzhen Guangdong Transtek Medical Electronics Co.Ltd(300562) Electronics Co., Ltd., Zhongshan Chuangyuan Trading Co., Ltd., Zhongshan Lexin Electronics Co., Ltd. and Zhongshan Leheng Electronics Co., Ltd; Three overseas wholly-owned subsidiaries, namely Mio labs Inc., Hong Kong Chuangyuan Co., Ltd. and Lifesense US holdings LLC; One overseas holding subsidiary is Wintech Technology Co., Ltd., and five holding subsidiaries are Shenzhen Ruikang Hongye Technology Development Co., Ltd., Guangzhou Lexin Yuhong medical industry investment fund partnership (limited partnership), sound source technology (Shenzhen) Co., Ltd., early bird Technology (Shenzhen) Co., Ltd., Guangdong Transtek Medical Electronics Co.Ltd(300562) remote technology (Zhuhai) Co., Ltd. The company conducts necessary supervision and management on the operation, capital, personnel, finance and other major aspects of its holding subsidiaries by appointing executive directors, supervisors and senior managers in accordance with laws, regulations and the articles of association.
(2) Establishment of internal audit institutions
The company has set up an audit department, formulated management systems related to internal audit, and equipped with full-time auditors. The audit department is responsible for and reports to the audit committee of the board of directors. In accordance with the requirements of national laws, regulations and relevant systems, independently and objectively exercise the functions and powers of internal audit, inspect and supervise the internal control of the company and its holding subsidiaries, conduct internal audit on financial and business activities, and put forward audit suggestions.
(3) Corporate culture
The company’s corporate culture is customer-oriented, innovative and professional to meet customer needs, takes becoming a world-class health IOT and digital health service provider as the strategic goal, and takes customer-oriented, innovative, responsible and pursuing excellence as the values. The company regularly evaluates the implementation of corporate culture construction and provides organizational guarantee and financial support for various corporate culture activities. Cadres of all departments assume the role of cultural disseminator and inheritor, and play their due role as a benchmark in work and project delivery.
The company publicizes the concept of corporate culture and establishes a good cultural image of the enterprise through design display, employee training, internal and external media communication, sports and cultural activities and other forms. At present, the company has formed a corporate culture environment of active innovation and pursuit of excellence, and a relatively perfect corporate culture system from concept to behavior. The company’s corporate culture has been highly recognized by employees and plays a role in promoting the development of the company and guiding employees’ behavior.
(4) Human resource management
The company adheres to the talent concept of “taking people as posts” and “operators as achievements”, and establishes a series of management systems such as personnel management regulations, salary management regulations, attendance management regulations, training management system and welfare management system. The company has established a talent evaluation mechanism based on strategy, realized incentive mechanisms such as salary performance management, internal professional title promotion and technical value sharing, and established a smooth employee communication channel. According to the growth of business performance, the company gradually improves the treatment of employees, continuously improves the working environment of employees, and pays attention to the health and safety of employees. The company strictly implements the relevant provisions of the state 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. Objective management and risk control
(1) Target management
The company’s business activities comply with national laws, regulations, rules and other relevant regulations;
Establish and improve the internal organizational structure that meets the requirements of modern enterprise management, form a scientific decision-making mechanism, implementation mechanism and supervision mechanism, improve the efficiency and efficiency of the company’s operation, and ensure the realization of the company’s operation and management objectives;
Establish a good internal business environment, prevent and timely detect and correct all kinds of errors and fraud, and protect the safety and integrity of the company’s property;
Establish and improve an effective risk control system, strengthen risk management and ensure the healthy operation of the company’s business activities;
Ensure that the information disclosed by the company is true, accurate and complete.
(2) Risk identification, assessment and response
The company is committed to family health management, supplemented by specific strategies and business process plans to clearly convey the company’s business objectives to every employee. The company has established a systematic and effective risk assessment system according to the strategic objectives and implementation strategies and combined with the characteristics of the industry. According to the set control objectives, comprehensively and systematically collect relevant information, accurately identify internal and external risks, conduct risk assessment in time, and respond to the identified risks in time. At the same time, the company has established an emergency response mechanism, formulated an emergency plan, defined the monitoring, reporting and handling procedures and time limit of various major emergencies, and established a supervision and responsibility accountability system. 3. Information and communication control
The company’s internal control procedures for information collection, transmission and handling shall be clarified. The company uses the internal information platform to screen, check, analyze and integrate information, so as to ensure the timely and effective transmission of system update, major business information and corporate culture information, so as to improve the management efficiency of the company. The company has established a quarterly business analysis meeting system to ensure timely and effective discovery and solution of problems. The company has established “opinion mailbox”, “employee suggestions” and other information communication channels on the internal information platform, established an anti fraud mechanism, and stipulated the reporting, investigation, handling, reporting and remedial procedures for fraud cases. The company requires all departments to strengthen communication and feedback with government organizations, industry associations, intermediaries, customers and other units, and obtain external information in time through market research, online media and other channels.
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. The company has set up a special internal audit organization to carry out internal audit independently according to law under the leadership of the audit committee of the board of directors, audit and supervise the company’s financial revenue and expenditure, production and operation activities regularly and irregularly, inspect and evaluate the effectiveness of the company’s and its subsidiaries’ internal control, and actively put forward suggestions to improve operation and management.
5. Key business control activities
(1) Fund management
The company has formulated rules and regulations such as fund management system, accounting system and provisions on financial approval authority, established strict authorization and approval procedures for monetary fund revenue and expenditure and custody business, standardized the company’s accounting and financial management, and ensured the authenticity and reliability of financial information. Cashier, examination and approval and audit shall be performed by different posts to ensure the separation of incompatible posts, realize mutual restriction between posts, and strengthen the audit of fund receipt and payment to ensure the safety of monetary funds.
(2) Control of procurement and expense and payment activities
In terms of procurement management and control, the company’s assessment and selection of suppliers, follow-up management, procurement demand forecasting and planning, procurement application and approval, procurement price verification, contract conclusion, arrival acceptance and warehousing, procurement payment, inventory collection, inventory custody, inventory accounting, inventory scrapping and disposal and other processes and authorization approval are all listed in the regulations on procurement settlement and expense reimbursement, procurement management procedures Detailed provisions have been made in the regulations on inventory management and other systems, which have been effectively implemented. Supplier evaluation, procurement, goods acceptance and inventory storage shall be carried out by different departments to ensure that incompatible posts are separated from each other. Using the information network platform system, the procurement business is required to publicly publish information and inquiry, comparison and bidding through the platform, and the standardized procurement contract text is formulated. The company establishes a bidding working group composed of procurement, finance, product and other departments to review and supervise important procurement projects. The audit department reviews and evaluates the effectiveness of the implementation of the procurement process from time to time. The above measures effectively reduce the procurement cost, avoid procurement fraud, and enhance the market adaptability and competitiveness of enterprises.
(3) Control of sales and collection activities
In terms of sales management and control, the company’s processes and authorization approval of sales demand forecast, sales pricing, customer credit management, product delivery, collection, invoice issuance and other links are detailed and effectively implemented in management systems such as standard cost preparation and quotation regulations, credit insurance management regulations, Shenzhen Lexin internal operation process summary and so on. According to the changes and development requirements of the market environment, the company timely adjusts the market strategy, improves the accuracy of market forecast, actively constructs stable, smooth and effective marketing channels, constantly expands business fields and marketing platforms, and strengthens the communication and connection of production, supply and marketing; Through the performance appraisal, job training and tracking of business departments and personnel, further improve the enterprise’s market development ability and marketing management level. In order to reduce the credit risk in the sales business, the company has established a complete customer information file and credit rating mechanism. The customer credit management is jointly responsible by the business department and the financial department. The credit approval needs to be reviewed by the financial department and approved by the authorized approver. According to the changes of economic environment, the company timely adjusts the credit policies for some customers, and carries out dynamic risk management for accounts receivable through aging analysis and regular reconciliation of accounts receivable by customers and contracts.
(4) Physical asset management control
According to the fund management system and inventory management regulations, the company strengthens the management and control of inventory assets such as cash, raw materials, products in process, semi-finished products, finished products and commodities. The whole process dynamic supervision shall be carried out in all links such as procurement, acceptance, warehousing, receiving and delivery, inventory counting and storage, so as to ensure the safety and integrity of inventory, improve inventory operation efficiency, reasonably confirm inventory value, prevent and timely find and correct various errors and abuses in inventory business.
According to the regulations on the management of fixed assets and the regulations on the management of molds, the company strengthens the dynamic management of fixed assets and molds, sets up full-time asset management personnel to conduct asset inventory and inventory regularly or irregularly, and manages and monitors the whole process of application, approval, purchase, acceptance, warehousing, inventory, internal allocation, scrapping and cleaning of fixed assets and molds through the network information platform, so as to ensure that fixed assets The safety and integrity of molds and improve the quality of fixed assets and molds
