Shenzhen Yitoa Intelligent Control Co.Ltd(300131) : self evaluation report on internal control in 2021

Shenzhen Yitoa Intelligent Control Co.Ltd(300131)

Self evaluation report on internal control in 2021

Shenzhen Yitoa Intelligent Control Co.Ltd(300131) all shareholders:

Shenzhen Yitoa Intelligent Control Co.Ltd(300131) (hereinafter referred to as “the company”) 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 internal control system and evaluation methods, 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 the internal control evaluation report).

1、 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.

2、 Internal control evaluation conclusion

According to the identification of major defects in the company’s internal control over financial reporting, on the benchmark date of the internal control evaluation report, the company has no major defects in the internal control over financial reporting. 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.

3、 Internal control evaluation

(I) evaluation scope of internal control

1. Main units included in the scope of 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. The main units included in the evaluation scope include the company and its important holding subsidiaries (those whose combined operation period is less than 6 months will not be included in the evaluation scope temporarily).

2. Main operations and matters included in the scope of evaluation and high-risk areas:

The internal control evaluation of the company is carried out around the internal environment, risk assessment, control activities, information and communication, internal supervision and other elements. Combined with the actual situation of the company’s existing business, the businesses and matters included in the evaluation scope mainly include:

Corporate Governance: organizational structure, development strategy, human resources, social responsibility, corporate culture, etc;

Business process level: capital activities, procurement business, sales business, asset management, contract management, comprehensive budget, financial report, internal information transmission, information system, external investment, related party transactions, external guarantee, information disclosure, etc;

Key high-risk areas: management control of subsidiaries, internal control of related party transactions, internal control of external guarantees, internal control of major investments, internal control of the use of raised funds, internal control of information disclosure, information and communication, internal supervision, etc; The details are as follows:

1. Internal control environment

(1) Organizational structure

In accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM and other laws and regulations The normative documents and the relevant provisions of the Shenzhen Yitoa Intelligent Control Co.Ltd(300131) articles of Association (hereinafter referred to as the “articles of association”) have established a governance mechanism consisting of the general meeting of shareholders, the board of directors, the board of supervisors and the management, as well as a combination of the authority, decision-making and executive bodies and supervisory bodies; Formulated 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 working rules of the general manager and other systems; The responsibilities and authorities in decision-making, implementation and supervision have been clarified, and a scientific and effective division of responsibilities and check and balance mechanism have been formed. The general meeting of shareholders, the board of directors, the board of supervisors and the management of the company shall exercise their functions and powers in accordance with laws, regulations and systems, and standardize and effectively operate.

1) General meeting of shareholders

The general meeting of shareholders is the highest authority of the company. It manages and supervises the company through the board of directors and the board of supervisors, performs its duties in accordance with the provisions of the company law, the securities law and the articles of association, enjoys the legal rights stipulated in laws, regulations and the articles of association, and exercises the voting rights on major matters such as the company’s business policy, financing, investment and profit distribution in accordance with the law.

2) Board of directors

The board of directors is the company’s permanent decision-making body, which is elected by the general meeting of shareholders. It is authorized by the general meeting of shareholders to be responsible for the operation and management of the company, formulate the company’s general policies, general objectives and annual general plan, and is the company’s business decision-making center. It exercises the company’s business decision-making power according to law within the scope of rules and regulations such as the articles of association. The board of directors is responsible for and reports to the shareholders’ meeting.

3) Board of supervisors of the company

The board of supervisors is the supervisory body of the company. The board of supervisors is composed of three supervisors, including one employee representative supervisor. Authorized by the general meeting of shareholders, the board of supervisors is responsible for protecting the rights and interests of shareholders, the interests of the company and the legitimate rights and interests of employees from infringement, supervising the legal operation of the company, and supervising the directors, senior managers and other managers of the company to perform their duties according to law. The board of supervisors shall be responsible for and report to the general meeting of shareholders.

4) Special committee

In order to effectively improve the scientificity of the decision-making of the board of directors, the company has four special committees under the board of directors, including strategy committee, salary and assessment committee, audit committee and Nomination Committee, and has formulated the working rules of each special committee. The special committees of the board of directors perform their duties in accordance with the relevant implementation rules and provide strong support for the scientific decision-making of the board of directors. The strategy committee is mainly responsible for studying the medium and long-term development strategy and major investment decisions of the company, and putting forward suggestions and plans to the board of directors of the company; The remuneration and assessment committee is mainly responsible for formulating and assessing the assessment standards of the company’s directors and senior managers, and formulating and reviewing the remuneration policies and plans of the company’s directors and senior managers; Study the selection criteria of the company’s senior directors and Management Committee, and put forward suggestions on the selection criteria of the company’s senior directors and Management Committee; The audit committee is mainly responsible for the communication between the internal and external audit of the company, supervising and evaluating the internal and external audit work, and reviewing the internal control system, financial information and disclosure of the company.

Professional matters are first reviewed and approved by relevant special committees and then submitted to the board of directors for consideration, so as to play a positive role in the scientific decision-making of the board of directors.

Since its establishment, each committee has operated well, and its members have performed their duties carefully to ensure the healthy operation of the company.

5) General manager

The company establishes the organizational structure according to the requirements of strategic operation and management, and establishes independent business divisions or branches and subsidiaries according to the actual operation characteristics and needs of the business. Under the leadership and authorization of the board of directors, the company implements the general manager responsibility system and the person in charge of the business division and functional center. The general manager is responsible for the operation and management of the company to the board of directors. The general manager and the head of each business unit shall formulate the annual business plan, and the head of the business unit and the head of the functional center shall implement the specific operation and management of the corresponding business, and be responsible to the general manager for their respective operation and management results.

The company has defined the main responsibilities of each department during the reporting period and formed an internal control organization system that performs its duties, assumes its responsibilities, cooperates with and restricts each other, so as to provide guarantee for the company’s operation management, standardized operation and safe production. (2) Strategic development

The strategy committee under the board of directors of the company is responsible for studying and making suggestions on the company’s long-term development strategy and major investment decisions. The company has formulated the working rules of the strategy committee, which stipulates the personnel composition, responsibilities and authorities, decision-making procedures and rules of procedure, so as to improve the scientificity and effectiveness of the company’s decision-making. The Strategy Committee formulates and optimizes the company’s strategic plan according to the company’s internal and external environment to promote the sound development of the company.

Since 2019, the company has determined a development strategy based on the channel distribution of electronic components and centered on semiconductor design and manufacturing, and is committed to building the company into an industry benchmark for semiconductor design, manufacturing and electronic component distribution.

(3) Human resources

The company attaches great importance to the construction of human resources. According to the development strategy, combined with the current situation and future demand forecast of human resources, the company has established and implemented personnel management systems such as recruitment management, training management, salary and welfare management and performance appraisal management, and clearly defined the objectives, responsibilities and authorities of each department and post through department responsibilities and post descriptions, job conditions and job requirements. The human resources policy follows the principles of integrity and ability, morality first, openness, fairness and impartiality, selects and hires excellent talents through open recruitment, competition and other ways, and focuses on the value orientation and sense of responsibility of the candidates. Personnel with corresponding professional standards have been recruited for key posts, and posts have been set according to the situation.

In order to mobilize the enthusiasm of employees and promote the development and growth of the company, the company has taken a series of measures. The company pays attention to the career development of employees, provides training and learning platforms and growth channels, and promotes self realization; Implement a competitive salary system and realize the employee incentive policy of material and non-material incentives, so that the payers can get timely and reasonable returns; Establish and improve employee security system.

(4) Social responsibility

The company attaches importance to the performance of social responsibilities and strives to coordinate economic and social benefits, short-term and long-term interests, self-development and social development, so as to realize the harmonious development of the enterprise, employees and society. The company actively performs its social responsibilities from the aspects of safety production, product quality, environmental protection, employee rights and interests protection, social public welfare undertakings and so on, and integrates the performance of social responsibilities into daily business activities.

The company strictly abides by the labor law and other labor and social security laws and regulations, signs labor contracts with employees according to law, pays employees’ wages in full and on time, pays legal social insurance and housing provident fund for employees, and establishes a sound leave system to effectively protect the legitimate rights and interests of workers.

(5) Corporate culture

The company has built a corporate culture system covering ideals, beliefs, values, codes of conduct and ethics. The company takes “realizing ideals and contributing to society” as its mission and “integrity, focus, innovation and win-win” as its core values, cultivates employees with positive values and sense of social responsibility, advocates honesty and trustworthiness, love and dedication, pioneering and innovative spirit and team cooperation spirit, and establishes a highly cohesive modern management concept. The company has incorporated corporate values, business philosophy and enterprise spirit into the management standards of employee behavior norms, and attached great importance to the publicity and promotion of corporate culture. The company publicizes the company’s mission, vision and values for every new employee. The company has always adhered to the talent concept of “power, technology and morality” and created a corporate culture of “justice”, “fairness” and “openness”, It provides a broad career development space and excellent growth environment for all kinds of talents, so that everyone with ability and dedication can give full play to their ability and realize their self-worth in the company.

2. Risk assessment

According to the strategic development objectives, the company has established an internal control management system based on internal control and guided by risk control for the internal and external risks that the company may encounter, such as business risks, financial risks and legal risks. Through risk event identification, risk analysis and risk assessment on the key links that have a significant impact on financial objectives and business objectives, necessary risk response strategies and control measures are taken for the more likely risk events. At the same time, in order to deal with the risks in high-risk areas, the company has specially established a risk control center and a risk control committee, which mainly carries out risk control for key risk control points in key areas, so as to control the enterprise risks within an affordable range, so as to ensure the sustainable development of the company.

3. Control activities

(1) Construction of internal control system

Corporate Governance: in accordance with the company law, the securities law and other laws and regulations and the articles of association, the company has formulated 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 working system of independent directors, the working rules of the general manager, the measures for internal control management, inspection and supervision, the internal audit system Internal information circulation management and insider registration system, external guarantee management measures, information disclosure system, raised funds management measures, subsidiary management measures and other major rules and regulations to ensure the standardized operation of the company and promote the healthy development of the company.

Daily management: Based on the basic norms of enterprise internal control, in accordance with the principles of comprehensiveness, importance, checks and balances, adaptability and cost-effectiveness and the requirements of establishing a modern enterprise system, and in combination with the actual management needs, the company has formulated a series of systems covering sales, production, procurement, human resources and financial management, including recruitment management measures, employee salary management measures, financial work management system Accounting management system, procurement operation specification, customer credit risk control measures, accounts receivable management measures, material storage and inventory management measures, receipt and delivery operation management measures, fixed assets management system and other management systems have defined the scope of responsibilities and work processes of each department, and optimized and adjusted according to the actual management needs to ensure that all work has rules to follow, The management is orderly, forming a relatively standardized management system, which provides institutional guarantee for the standardized and efficient operation of the company.

(2) Main control measures

1) Incompatible job separation control

The internal control systems formulated by the company clearly stipulate the responsibilities of each post and department functions, fully implement the principles of post responsibility and internal containment, reasonably divide responsibilities, strictly implement the separation of incompatible posts, and form a mutual check and balance mechanism to prevent the failure of internal control and the occurrence of fraud. For example, it is stipulated in the regulations on the administration of cash and bank deposits that the cashier shall not concurrently be responsible for the audit, the custody of accounting files and the registration of income, expenditure, expenses, creditor’s rights and debts; The company shall not handle the whole process of monetary capital business by one person, and the handling personnel of monetary revenue and expenditure shall be separated from the reviewers of monetary revenue and expenditure.

2) Authorization approval control

Various internal control systems formulated by the company specify the scope of authorization and approval, authority, procedures, responsibilities and other relevant contents. The management at all levels within the unit must exercise the corresponding authority within the scope of authorization, and the handling personnel must also be within the scope of authorization