Soochow Securities Co.Ltd(601555)
About Jiangsu Transimage Technology Co.Ltd(002866)
Verification opinions of 2021 internal control self evaluation report
Soochow Securities Co.Ltd(601555) joint stock company (hereinafter referred to as ” Soochow Securities Co.Ltd(601555) ” or “sponsor”) as the sponsor of non-public offering of shares of Jiangsu Transimage Technology Co.Ltd(002866) (hereinafter referred to as ” Jiangsu Transimage Technology Co.Ltd(002866) ” or “company”), in accordance with the measures for the administration of securities Issuance and listing sponsor business, the stock listing rules of Shenzhen Stock Exchange and the self discipline supervision guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board The company’s internal regulatory documents such as 202866
(I) scope of internal control evaluation
The scope of self-evaluation determined by the company according to the risk-oriented principle is the main business and matters and high-risk areas in the production and operation process of the functional departments of the company and its main subsidiaries. When determining the scope of self-evaluation of internal control, the company has fully considered the business and matters of the company’s headquarters and subordinate units in strict accordance with the requirements of the basic norms of enterprise internal control and the guidelines for evaluation of enterprise internal control, covering the main aspects of the company’s operation and management and risk response measures, without major omissions.
(II) contents of internal control evaluation
1. Internal environment
(1) Governance structure
In accordance with the provisions of the company law, the securities law, the guidelines for the governance of listed companies and the articles of association, the company has established a corporate governance structure of “three meetings and one layer” for the general meeting of shareholders, the board of directors, the board of supervisors and the management, defined the responsibilities and authorities between the power decision-making body and the management, and ensured that each department performs its responsibilities, checks and balances with each other, makes scientific decisions and operates in coordination.
The general meeting of shareholders is the highest authority of the company. It manages and supervises the company through the board of directors, earnestly exercises its statutory functions and powers, and protects the legitimate rights and interests of listed companies and all shareholders. The board of directors of the company is responsible for the establishment and supervision of the company’s internal control system, establishing internal control policies and plans, and supervising the implementation of internal control. Under the board of directors, there are four special committees: Strategy Committee, nomination committee, audit committee and salary and assessment committee. The detailed rules for the work of each special committee have been formulated to ensure the effective performance of the responsibilities of the special committee and improve the operation efficiency of the board of directors.
The board of supervisors shall be responsible to all shareholders, supervise the company’s finance and the legality and compliance of the company’s directors and senior managers in performing their duties, and safeguard the legitimate rights and interests of the company and shareholders.
The operation management is specifically responsible for implementing the resolutions of the general meeting of shareholders and the board of directors, presiding over the daily production, operation and management of the company and ensuring the normal operation of the company.
(2) Organization
According to the needs of operation and management, the company has established a management organization suitable for production and operation management to reasonably set up and divide the positions, responsibilities and authorities. In order to effectively plan, coordinate and control business activities, the company has reasonably determined the organization form suitable for the company, implemented the principle of separation of incompatible positions, scientifically divided the responsibilities and authorities of various departments within the company, and formed a mutual check and balance mechanism. All departments divide their work and cooperate with each other to ensure the smooth development of the company’s business.
(3) Personnel policy
The company has established the personnel management system and attendance management system to clearly define the responsibilities of each functional department of the company, employee employment, probation, appointment and removal, post transfer, dismissal, handover, reward and punishment and other matters, so as to ensure that relevant personnel are competent; Formulate and implement talent training implementation plan to ensure that the management and all employees can effectively perform their duties; The company’s existing human resources policies can basically ensure the stability of human resources and the demand for human resources of all departments of the company.
(4) Corporate culture
Corporate culture is an important part of the control environment. The company attaches great importance to the construction of corporate culture and integrates the corporate culture into the grass-roots level and deep into the hearts of the people through various forms of training and communication meetings. Make the company maintain a harmonious and efficient working atmosphere and make employees have a more positive mental outlook.
2. Risk assessment
According to the development stage, combined with the industry characteristics and set control objectives, the company comprehensively and systematically collects relevant information and establishes a risk identification and response system. The board of directors of the company is mainly responsible for the identification, assessment and response of the overall risks of the company; The operation management is responsible for the risk identification, assessment and response of various business areas in the operation process; The company has formulated a series of long-term overall objectives from procurement, production, sales, technology, quality and service, supplemented by specific strategies and business process plans to clearly convey the business objectives of the enterprise to every employee. Each department is responsible for its own risk control. The company monitors and analyzes the main links in business activities, conducts risk assessment in time, selects risk response plans for the identified risks, and formulates risk management and control measures for the risk response plans. The company carefully organizes the implementation of risk management to ensure that all measures are implemented in place.
All departments of the company regularly conduct self inspection and inspection on risk management, find defects and improve them in time. 3. Control activities
(1) Overall control means
In order to ensure the realization of various business objectives, the company has established relatively perfect control procedures and systems, mainly including incompatible job separation control, authorization management control, accounting system control, property protection control, etc. The company’s main control activities include the following aspects:
① Separation control of incompatible positions: the post responsibility system and internal control system have been established. Through reasonable division of labor, scientific division of responsibilities and authorities, the principle of separation of incompatible positions has been implemented, and a mechanism of mutual checks and balances has been formed to prevent errors and fraud. Incompatible positions mainly include: authorization and approval, business handling, accounting records, property custody, supervision and inspection, etc.
② Authorization management control: it defines the scope, authority, procedures, responsibilities and other relevant contents of authorization approval. The management at all levels of the company must exercise the corresponding authority within the scope of authorization, and the handling personnel must handle business within the scope of authorization.
③ Accounting system control: the company strictly implements the national unified accounting standard system, formulates the accounting system and financial management system suitable for the company according to the requirements, strengthens the basic accounting work, defines the processing procedures of accounting vouchers, accounting books and financial accounting reports, and ensures the authenticity and integrity of accounting materials. The company has set up an accounting institution according to law and is equipped with accounting practitioners.
④ Property protection and control: the company has established a daily property management system and a regular inventory system, and taken measures such as property records, physical storage, regular inventory and account verification to ensure property safety.
(2) Internal control of main business contents
Combined with the actual situation, the company has established a relatively perfect internal control management system, which runs through all levels and links of the company’s production and operation management activities to ensure that the production and operation are under control.
The management of the company implements internal control procedures in strict accordance with relevant regulations and the requirements of the company’s internal control system. The company’s main control procedures are as follows:
① Measures for the administration of monetary funds
In order to strengthen the internal control and management of monetary funds, ensure the safety of monetary funds and improve the use efficiency of monetary funds, the company formulates the monetary fund management system, establishes the post responsibility system of monetary fund business, and defines the post responsibilities and authorities of cashier and financial personnel. The cashier shall not concurrently be responsible for auditing, keeping accounting files and registering the accounts of income, expenditure, expenses, creditor’s rights and debts.
Strict authorization and approval procedures have been established for the payment of monetary funds to ensure the safety of monetary funds. The income and expenditure of monetary funds must be based on the approved and signed fund receipt and payment voucher, and the funds with unclear purpose and without necessary accessories or vouchers will not be paid.
The cashier shall settle the cash balance every day, count the cash, and the financial personnel shall conduct cash supervision regularly and irregularly to check the accounts and facts; At the end of each month, the financial personnel shall check the bank account and prepare the bank deposit balance reconciliation table.
The company’s bills, including cheques, bills of exchange and other securities, are uniformly issued and kept by the finance department. If the bills are invalid due to wrong filling, issuing or other reasons, they shall be uniformly stored and kept by the finance department and shall not be disposed of or destroyed at will.
② Measures for the administration of fixed assets
In order to standardize the management of fixed assets, ensure the authenticity of asset accounting and protect the safety and integrity of the company’s property, the fixed assets management system is formulated, which stipulates the scope and valuation method of fixed assets; Define the fixed assets management department; It stipulates the daily management of the purchase, acceptance, use, maintenance, internal transfer, disposal, scrapping, damage and inventory of fixed assets.
In order to strengthen the company’s internal management, standardize the company’s financial reimbursement behavior and reasonably control the expenses, the company formulates the expense reimbursement system.
The expense payment shall follow the principles of unified accounting, clear functions and powers, centralized management and hierarchical approval. Grant certain expense approval authority to different management levels, and bear the responsibility of expense control and management accordingly. The general manager of the company is generally responsible for the implementation of the company’s expense payment.
During expense reimbursement, the handler shall provide complete and authentic original vouchers. After being reviewed and signed by the department leader, the financial personnel shall carefully review the legitimacy, authenticity and integrity of the original vouchers, and make reimbursement and payment according to the standards specified in the relevant expense reimbursement system after being approved by the general manager.
④ Foreign guarantee decision-making system
The company has strictly formulated the external guarantee decision-making system, standardized the guarantee decision-making procedures and responsibility system, clarified the guarantee principles, guarantee standards and conditions, guarantee responsibilities and other relevant contents, strengthened the management of the conclusion of guarantee contracts, timely understood and mastered the operation and financial status of the guaranteed, prevented potential risks and avoided or reduced possible losses. No external guarantee business actually occurred during the reporting period of the company.
⑤ Foreign investment management
During the reporting period, the company’s internal audit department performed its duties in accordance with the relevant laws and regulations of Shenzhen Stock Exchange and the requirements of the company’s internal audit system, and inspected and audited the company’s foreign investment in accordance with relevant regulations.
⑥ Internal control over wholly-owned subsidiaries
According to the requirements of the company’s overall planning, the company has formulated the subsidiary management system for subsidiaries to uniformly manage the business strategy and risk management strategy of subsidiaries. Including: appointing senior managers to subsidiaries and establishing a more targeted subsidiary management model in accordance with relevant laws and articles of association and in combination with the characteristics of subsidiaries; Formulate and manage the business objectives of subsidiaries, assign management tasks such as revenue, profit and growth rate to the management team of subsidiaries, and implement the system of regular meeting communication and work reporting.
⑦ Related party transaction decision
In order to ensure that the connected transactions between the company and its connected persons comply with the principles of fairness, impartiality and openness and protect the legitimate rights and interests of investors, especially small and medium-sized investors, according to the relevant provisions of the stock listing rules of Shenzhen Stock Exchange and the articles of association, The company has formulated documents such as related party transaction management system, management system for regulating capital exchanges with related parties and management system for preventing the occupation of funds by controlling shareholders and related parties. The company pays attention to the changes of related parties and related relationships at any time, whether daily major transactions are related to related party transactions, and it is strictly prohibited to use related party transactions to directly or indirectly infringe the interests of small and medium-sized investors; It has made clear provisions on the approval authority and decision-making procedures of related party transactions, and standardized the transaction behavior with related parties.
⑧ Management of raised funds
In accordance with the relevant provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange and relevant laws and regulations, the company has formulated the management system of raised funds, which has made clear provisions on the investment direction of raised funds, the approval of the use of raised funds, the storage of unused raised funds, the report, supervision and accountability of changing the project situation of raised funds, so as to earmark funds for special purposes and ensure the safety and legal use of raised funds.
⑨ Hedging management
With the continuous development of the company’s business, the scale of foreign exchange revenue and expenditure continues to grow. Based on the increased volatility of the foreign exchange market, in order to effectively prevent the impact of foreign currency exchange rate fluctuations on the company’s operating performance. In accordance with the relevant provisions of the Listing Rules of Shenzhen Stock Exchange and in combination with the actual situation of the company, the company has formulated the management system of foreign exchange hedging business, which clearly stipulates the approval authority, internal operation process, internal risk management, information disclosure and other aspects of the company’s derivatives transactions including foreign exchange hedging business. The Finance Department of the company is responsible for the unified management of the company’s foreign exchange hedging business, and carries out business operations in strict accordance with the provisions of the management system of foreign exchange hedging business, effectively ensuring the implementation of the system and strictly controlling business risks. The company adheres to the principles of safety, soundness, moderation and rationality. All foreign exchange hedging businesses need a normal and reasonable business background. Foreign exchange hedging business aims at hedging and eliminates speculative behavior. In order to control the risk of transaction default, the company conducts foreign exchange hedging business with large banks and other financial institutions with relevant business operation qualifications to ensure the legitimacy of the company’s foreign exchange hedging business. At the same time, in order to control the risk of sharp fluctuation of exchange rate, the company will strengthen the research and analysis of exchange rate, pay real-time attention to the changes of international and Chinese market environment, timely adjust the operation and business operation strategies, and avoid exchange losses to the greatest extent.
4. Legal affairs and contract management
The company sets up full-time legal personnel and employs legal advisers to provide legal advice to the company in time, and draft, review and modify agreements, contracts and other documents. At the same time, according to the development of contract business, the company has continuously updated and improved relevant systems and processes, continuously increased the supervision of the company’s contract business, and established strict application specifications for seal use, so as to effectively avoid potential risks and protect the rights and interests of the company.
5. Information and communication
The company has established relevant systems for information and communication, clarified the procedures for the collection, processing and transmission of information related to internal control, ensured the timely communication of information, and promoted the effective operation of internal control.
The company obtains internal information and continuously improves its management and decision-making ability by establishing information communication channels such as general manager office meetings, weekly meetings and various special meetings. Obtain external information through industry associations, business units, market research and relevant regulatory departments; And reasonably screen, check and integrate various internal and external information collected to improve the usefulness of information.
6. Internal supervision
In order to ensure the effective implementation of the company’s internal control system, the company sets up a board of supervisors, composed of three supervisors, to review the periodic reports prepared by the board of directors and put forward written review opinions; Supervise the behavior of directors and senior managers in performing their duties of the company; Check the company’s finance to ensure that the company’s assets and financial information are true and complete. At the same time,
