Pci Technology Group Co.Ltd(600728)
Internal control evaluation report in 2021
Pci Technology Group Co.Ltd(600728) 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 normative system), combined with the company’s (hereinafter referred to as the company’s) internal control system and evaluation methods, and 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 internal control evaluation report). I 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 changes in circumstances may lead to inappropriate internal control or reduced compliance with control policies and procedures, there is a certain risk to speculate the effectiveness of internal control in the future according to the internal control evaluation results. II Internal control evaluation conclusion 1 On the benchmark date of the internal control evaluation report, does the company have any major defects in the internal control of financial reporting
□ yes √ no
2. Evaluation conclusion of internal control over financial reporting
√ valid □ invalid
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. 3. Whether major defects in internal control over non-financial reporting are found
□ yes √ no
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.
4. Factors affecting the evaluation conclusion of internal control effectiveness from the benchmark date of internal control evaluation report to the date of issuance of internal control evaluation report □ applicable √ not applicable
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. 5. Whether the internal control audit opinion is consistent with the company’s evaluation conclusion on the effectiveness of internal control over financial reporting
√ yes □ No 6 Whether the disclosure of major defects in internal control of non-financial reports in the internal control audit report is consistent with the disclosure of the company’s internal control evaluation report √ yes □ no III 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. 1. The main units included in the evaluation scope include Pci Technology Group Co.Ltd(600728) and its subsidiaries Guangzhou Xinke Pci Technology Group Co.Ltd(600728) Co., Ltd., Guangdong huazhiyuan Information Engineering Co., Ltd., Chongqing Xinke Pci Technology Group Co.Ltd(600728) Co., Ltd., Guangzhou Pci Technology Group Co.Ltd(600728) Software Development Co., Ltd., Guangzhou Huajia software Co., Ltd., Meizhou jiawantong Technology Co., Ltd. and Guangzhou Jiadu Technology Co., Ltd. 2. Proportion of units included in the scope of evaluation:
Proportion of indicators (%)
The total assets of the units included in the evaluation scope account for 95.94% of the total assets in the company’s consolidated financial statements
The total operating income of the units included in the evaluation scope accounted for 89.97% of the total operating income in the company’s consolidated financial statements, accounting for 3.5% The main operations and matters included in the scope of evaluation include:
The items included in the evaluation scope include internal environment, risk assessment, control activities, information and communication, and internal supervision. The main businesses included in the evaluation scope include smart city business, intelligent rail transit business, service and product integration business, including sales management, procurement management, fund management, R & D management, asset management, contract management, project management, etc. At the same time, the efficiency and effect of the design and operation of the company’s internal control are evaluated independently through internal audit. The specific evaluation results are described as follows:
(1) Governance structure
In accordance with the requirements of laws, administrative regulations and departmental rules such as the company law, the securities law, the guidelines for the governance of listed companies and the rules for independent directors of listed companies, the company has established a standardized corporate governance structure and scientific rules of procedure, formulated various rules and systems that meet the requirements of the company’s development, clarified the responsibilities and authorities 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 and the board of supervisors exercise decision-making power, executive power and supervision power respectively according to their duties. The general meeting of shareholders is the highest authority of the company, which manages and supervises the company through the board of directors; The board of directors is the company’s permanent decision-making body, which is responsible to the general meeting of shareholders, deliberates and makes decisions on major decision-making issues in the company’s business activities, or submits them to the general meeting of shareholders for deliberation; The board of supervisors is the supervisory body of the company, which is responsible for supervising the behavior of directors and managers and the company’s finance. The directors are elected by the general meeting of shareholders, the chairman is elected by the board of directors, and the CEO of the company is appointed by the board of directors. Under the leadership of the board of directors, he is fully responsible for the daily operation and management activities of the company and organizes the implementation of the resolutions of the board of directors.
(2) Organizational structure
According to the actual situation of responsibilities and business development, the company continued to optimize the organizational structure and established a three-tier structure of six regional combat organizations, professional functional organizations and headquarters command and support platform. The business organization strongly supports the expansion of the company’s core business. The functional platform focuses on improving the organization and management ability. All departments, centers and business groups have formulated corresponding post responsibilities, with clear division of responsibilities and mutual restraint.
(3) Enterprise strategy
With the vision of becoming a world-class intelligent technology and service enterprise with lasting excellence, with artificial intelligence technology, talents and innovation as the development driving force, the company integrates global R & D resources and innovation network, arranges China and international markets, and formulates the 3 3 development strategic plan from 2019 to 2027. 20192021 is the “innovation and development period” of the company. The company has achieved remarkable results in organizational structure optimization, business model iteration, product innovation breakthrough and industrial ecological development, and the technical level and product level have reached a new height; 20222024 is the “comprehensive consolidation period” of the company. The company will do a solid job in technical product guidance, comprehensive consolidation of regional market and capacity-building of ecological platform; From 2025 to 2027, the company will build a global R & D system, efficiently integrate the global innovation network, and strive to become a multinational intelligent enterprise with technology and product leadership.
(4) Corporate culture
The company and its Chinese counterparts shoulder the mission of revitalizing China’s security and China’s rail transit industry, focus on intelligent technologies and products, and strive to promote a greener, safer and more efficient urbanized life, so as to make due contributions to building an innovative country. In line with the concept of “common progress and shared prosperity”, while developing and growing, the company will not forget to be grateful and give back to shareholders, society and employees, be honest and trustworthy, operate legally, constantly coordinate short-term and long-term interests by seeking the balance of interests among shareholders, employees and partners, actively fulfill the social responsibility of the enterprise and realize the sustainable development of the enterprise.
(5) Human resources policy
The company formulates and implements human resources policies conducive to the sustainable development of the enterprise, and takes professional ethics and professional ability as important standards for the selection and employment of employees. According to relevant laws and regulations, the company has formulated human resources management systems such as employee handbook, recruitment management system, talent recommendation management regulations and company salary management system, and created a complete set of human resources management system and cadre management system, Formed a scientific and effective recruitment, training, assessment, promotion, elimination and other management processes, effectively strengthened the external recruitment, internal deployment, training management and career management of employees, and continuously improved the quality of the company’s employees.
(6) Risk assessment
In order to promote the sustainable, healthy and stable development of the company and achieve its business objectives, the company comprehensively, systematically and continuously collects relevant information according to the established development strategy, combined with different development stages and business expansion, timely carries out risk assessment, dynamically carries out risk identification and risk analysis, and adjusts risk response strategies accordingly.
(7) Control activities
The company’s main control measures include:
① Separation of duties control: the company sets up posts according to the control requirements of separation of duties to form a working mechanism of performing their respective duties, assuming their respective responsibilities and mutual restriction.
② Authorization approval control: the company has a clear approval authority and process for all businesses to be approved, and defines the authority scope, approval procedures and corresponding responsibilities of employees at all posts and levels. The daily approval business of the company and its subsidiaries is automatically controlled on the information platform to ensure the efficiency and effect of authorization approval control.
③ Accounting system control: the company strictly abides by the national unified accounting standards and accounting system, establishes a standardized accounting work order, formulates Pci Technology Group Co.Ltd(600728) financial management system and various specific business accounting systems, strengthens the company’s accounting management and improves the quality and level of accounting work. At the same time, the company has continuously strengthened the construction of accounting information system, improved the informatization degree of financial accounting, and effectively ensured the authenticity and integrity of accounting information and materials.
④ Property protection and control: the company has established a daily property management system and a regular inventory system, recorded and managed various physical assets through the establishment of accounts, and insisted on taking measures such as regular inventory and account verification to ensure the safety of the company’s property.
⑤ Operation monitoring: the company implements budget management control by preparing business plans and cost budgets, defines the responsibilities and authorities of each subsidiary company and functional department in budget management, standardizes the procedures for budget preparation, approval, issuance and implementation, and analyzes and evaluates the implementation of the budget every quarter.
The company applies the above control measures comprehensively in the following main business activities, and focuses on high-risk areas such as sales, procurement, capital, R & D, asset management, engineering management and contract management. At the same time, the company implements effective control over various businesses and matters to promote the effective operation of internal control.
① Sales business: according to relevant laws and regulations, the company has established a complete sales management system including sales plan formulation, customer credit management, sales revenue accounting, delivery and collection, including the first level business process manual of marketing management, management specification for contract negotiation and review, management measures for change review of rail transit integration project and other systems. Reasonable job division of sales business, clear job responsibilities and authorities, and strict management system and audit procedures are important institutional guarantees for the company to effectively develop market business, improve the company’s operating profit and ensure the correctness, integrity and safety of operating revenue records.
② Procurement business: in accordance with relevant laws and regulations and in combination with the actual situation of the company’s procurement business, the company has formulated procurement systems such as procurement implementation management regulations, supplier management system, procurement payment management regulations and procurement internal control mechanism and accountability management regulations, which have made clear provisions on procurement plan and implementation management, supplier management and payment settlement, so as to plug the loopholes in the procurement process, Reduce procurement risks and ensure the correctness, integrity and security of the company’s accounts payable records.
③ Fund management: in accordance with relevant laws and regulations and in combination with the characteristics of the company’s production and operation, the company has formulated management measures such as online banking management measures, bank acceptance buyer’s interest payment (Jiadu interest payment) discount operation guidelines and expedited Invoicing operation and approval guidelines. The company has separated incompatible Posts handling currency capital business, and there is a mutual restriction relationship between relevant departments and personnel, so as to strengthen the audit of fund collection and payment, Issue clear guidelines on fund collection and payment to ensure the safety of monetary funds.
④ Technology research and development: in accordance with relevant laws and regulations and in combination with the characteristics of the company’s R & D work, the company has formulated technical research, design and development systems such as regulations on the management of intellectual property qualification archives, control procedures for internal audit of intellectual property, review procedures for intellectual property management, control procedures for project initiation and research and development of intellectual property, which are responsible for R & D project initiation and approval, R & D project management Overall control of R & D project acceptance and other processes.
⑤ Asset management: in accordance with relevant laws and in combination with the needs of the company’s daily business activities, the company has formulated relevant management systems such as regulations on the management of office computer assets, contract management measures and administrative comprehensive procurement management measures. For inventory management, the company has established management and control processes such as inventory in / out, warehousing, inventory counting and falling price reserves; For fixed asset management, the company has established relevant control processes such as transfer of fixed assets, depreciation accrual, subsequent expenditure, inventory, disposal and impairment of fixed assets; For the management of intangible assets, the company has established relevant control processes such as acquisition of intangible assets, amortization of intangible assets and provision for impairment of intangible assets. A complete asset management system can clarify the corresponding management responsibilities and mutual restriction measures of each department and position, and ensure the separation of incompatible responsibilities of asset physical management and accounting treatment.
⑥ Contract management: in accordance with relevant laws and regulations, the company has formulated contract management measures, contract performance management regulations and contract performance management regulations, which respectively describe the contents of contract signing, contract review, contract performance and contract disputes, and standardize the whole process of contract management, such as contract approval, text signing, contract review, inspection of contract performance and dispute handling.
⑦ Project management: various management systems of the project have been established and improved, the possible risk points in each link have been comprehensively sorted out, the work processes of project bidding, deepening design, on-site construction management and acceptance have been standardized, the responsibilities and authorities of relevant departments and posts have been clarified, and the monitoring of the whole process of project construction has been strengthened to ensure the quality, progress and capital safety of the project.
(8) Information and communication
For the transmission of the company’s internal information, the company invested in the planning and operation of the internal website. Taking the e-mail system as the starting point and using ERP, OA and other modern information platforms, the information transmission between various departments, employees and management is more rapid, effective, fast and smooth. In terms of business management, CRM system and project management system are enabled to effectively control the process of business development. In promoting information transmission
