China Securities Co.Ltd(601066)
About Shenzhen Topband Co.Ltd(002139)
Verification opinions on self-evaluation report of internal control in 2021
China Securities Co.Ltd(601066) (hereinafter referred to as ” China Securities Co.Ltd(601066) ” and “sponsor”) as the sponsor of Shenzhen Topband Co.Ltd(002139) (hereinafter referred to as ” Shenzhen Topband Co.Ltd(002139) ” and “company”) non-public offering of shares in 2021, in accordance with the measures for the administration of securities issuance and listing sponsor business, the stock listing rules of Shenzhen Stock Exchange, the self discipline supervision guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board In accordance with the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 13 – recommendation business and other relevant provisions, China Securities Co.Ltd(601066) and its designated recommendation representatives Xu Chao and Zhu Mingqiang have carefully verified the internal control evaluation report of Shenzhen Topband Co.Ltd(002139) 2021, and the verification results and opinions are as follows:
1、 Verification work carried out by the recommendation institution
Through talking with directors, supervisors, senior managers, heads of internal audit departments, certified public accountants and other personnel of the company, the recommendation institution consulted the minutes of the general meeting of shareholders, the board of directors, the board of supervisors and other meetings, internal audit reports, annual internal control evaluation reports, various business and management rules and regulations and other documents, from the company’s internal control environment, internal control risk assessment, key control areas of internal control, information and communication The integrity, rationality and effectiveness of its internal control system were verified in terms of internal supervision.
2、 Basic information of internal control construction
Shenzhen Topband Co.Ltd(002139) in accordance with the requirements of the company law, the securities law, the basic norms of enterprise internal control, the Listing Rules of Shenzhen Stock Exchange and other regulatory documents, the company has established and improved various rules and regulations on corporate governance and internal control Shenzhen Topband Co.Ltd(002139) the operation of the general meeting of shareholders, the board of directors and the board of supervisors complies with relevant laws and regulations and the provisions of the articles of association, the rules of procedure of the general meeting of shareholders, the rules of procedure of the board of directors and the rules of procedure of the board of supervisors Shenzhen Topband Co.Ltd(002139) has established corresponding internal management systems in major matters such as financial accounting, fund-raising, foreign investment, foreign guarantee, related party transactions and information disclosure, which can ensure the legality and compliance of daily operation and decision-making procedures for major matters.
3、 Implementation of internal control
(I) implementation of information disclosure management system
The recommendation institution checked and reviewed the announcement documents issued by the company in 2021, and checked the authenticity and accuracy of the announcement contents reported by the company to the exchange. After verification, the company effectively complied with the information disclosure management system in 2021, performed well in information disclosure, and was not punished by the securities regulatory authority for information disclosure violations.
(II) implementation of financial internal control system
After verification, in terms of financial accounting, the company has formulated corresponding internal management system in accordance with the requirements of relevant laws and regulations such as accounting standards for business enterprises and company law, which can ensure the accuracy and reliability of financial accounting information and the safety and effectiveness of financial accounting system.
(III) implementation of other internal control systems
Upon verification, Shenzhen Topband Co.Ltd(002139) abides by the articles of association and relevant rules and regulations, performs necessary decision-making procedures, and the internal control system is well implemented.
4、 Conclusion of internal control self-evaluation
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.
5、 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.
1. The main units included in the scope of evaluation include the following:
No. company name company type shareholding ratio
1 Shenzhen Topband Co.Ltd(002139) parent company
2. 100% of the wholly-owned subsidiary of Shenzhen Tuobang Software Technology Co., Ltd
3. 100% wholly owned subsidiary of Shenzhen Tuobang Lithium Battery Co., Ltd
4. 100% wholly owned subsidiary of Shenzhen Tuobang Automation Technology Co., Ltd
5. 100% wholly owned subsidiary of Chongqing Tuobang Industrial Co., Ltd
6. 100% wholly owned subsidiary of Topbond (Hong Kong) Co., Ltd
7. 100% wholly owned subsidiary of Huizhou Tuobang Electric Technology Co., Ltd
8. 100% wholly-owned subsidiary of Huizhou Tuobang Lithium Battery Co., Ltd
9. 100% wholly owned subsidiary of Ningbo Tuobang Intelligent Control Co., Ltd
10 100% wholly owned subsidiary of Shenzhen hexinda Control System Co., Ltd
11 Shenzhen Mintai Intelligent Technology Co., Ltd. holding subsidiary 65%
12 100% wholly owned subsidiary of Topband (Vietnam) Co., Ltd
13. Wholly owned subsidiary of Topband smart Dong Nai
100% (VIETNAM) COMPANY LIMITED
14 100% wholly owned subsidiary of Topband India Private Limited
15 100% wholly owned subsidiary of Topband Germany GmbH
16 100% wholly owned subsidiary of Topband Japan Co., Ltd
17. Holding subsidiary of Shenzhen Yankong Automation Technology Co., Ltd. 71.54%
18. 71.54% of the wholly-owned subsidiary of the holding subsidiary of Shenzhen Yansheng Software Co., Ltd
19. 71.54% of the wholly-owned subsidiary of the holding subsidiary of Huizhou Yankong Automation Technology Co., Ltd
20 53.66% of the holding subsidiaries of the holding subsidiaries of Hangzhou Zhidong Motor Technology Co., Ltd
21 100% wholly owned subsidiary of Shenzhen Topbond Supply Chain Service Co., Ltd
22 100% wholly owned subsidiary of Shenzhen Topbond Investment Co., Ltd
23 100% wholly owned subsidiary of Shenzhen senxuan Technology Co., Ltd
24. 100% wholly owned subsidiary of Shenzhen spark IOT Technology Co., Ltd
25 100% wholly owned subsidiary of Shenzhen Tulu Innovation Co., Ltd
26 100% wholly owned subsidiary of Topbond (Qingdao) Intelligent Control Co., Ltd
27 100% wholly owned subsidiary of Shenzhen Topbond Automotive Electronics Co., Ltd
28 100% wholly owned subsidiary of Shenzhen Tengyi Industrial Co., Ltd
29 100% wholly owned subsidiary of Shenzhen Zhongli Consulting Co., Ltd
30. 83.5% of the holding subsidiaries of the wholly-owned subsidiary of Taixing Ninghui Lithium Battery Co., Ltd
31 100% wholly owned subsidiary of Tulu innovation (Hong Kong) Co., Ltd
32 Nantong Tuobang Youneng Technology Co., Ltd. 100% wholly owned subsidiary
33 100% wholly owned subsidiary of Topbond intelligent Europe Co., Ltd
Topson Mexico Co., Ltd. 34%
35 100% wholly owned subsidiary of q.b.pte.ltd. (Qibang Co., Ltd.)
36 tunnu innovation, a wholly-owned subsidiary of Inc, 100%
The total assets of the units included in the evaluation scope account for 100% of the total assets in the company’s consolidated financial statements, and the total operating revenue accounts for 100% of the total operating revenue in the company’s consolidated financial statements;
2. The main businesses included in the evaluation scope include intelligent controller business, lithium battery business, motor business, step drive and servo business;
3. The main items include information disclosure management, financial management, quality control and production and operation management, related party transaction management, human resources management, corporate culture, seal management, raised funds management, investment management, etc;
4. The high-risk areas of focus mainly include financial management, major investment, external guarantee, related party transactions, etc.
The above units, businesses and matters included in the evaluation scope and high-risk areas cover the main aspects of the company’s operation and management, and there are no major omissions.
(II) basis of internal control evaluation and identification standard of internal control defects
The company organizes and carries out internal control evaluation in accordance with the requirements of enterprise internal control standard system, Shenzhen Stock Exchange Stock Listing Rules, basic norms of enterprise internal control, Shenzhen Stock Exchange listed company internal control guidelines and other relevant laws, regulations, rules and regulations. The board of directors of the company distinguished the internal control of financial report from the internal control of non-financial report according to the identification requirements for major defects, important defects and general defects of the enterprise internal control standard system, combined with the factors such as the company’s size, industry characteristics, risk preference and risk tolerance, and studied and determined the specific identification standards of internal control defects applicable to the company, which are consistent with the previous years. The identification standards of internal control defects determined by the company are as follows:
1. Identification standard of internal control defects in financial reporting
The quantitative standards for the evaluation of internal control defects in financial reporting determined by the company are as follows: the quantitative standards are measured by the indicators of consolidated operating income related to consolidated profit statements. If the amount of misstatement in the financial report that may be caused by the defect alone or in combination with other defects is less than 0.5% of the consolidated operating income, it is recognized as a general defect; If it exceeds 0.5% but less than 1% of the consolidated operating income, it is an important defect; If it exceeds 1% of the consolidated operating income, it is recognized as a major defect.
Losses that may be caused or caused by internal control defects related to asset management shall be measured by the indicator of total consolidated assets. If the amount of financial report misstatement that may be caused by the defect alone or in combination with other defects is less than 0.5% of the total consolidated assets, it is recognized as a general defect; If it exceeds 0.5% but less than 1% of the total consolidated assets, it is recognized as an important defect; If it exceeds 1% of the total consolidated assets, it is recognized as a major defect. The qualitative criteria for the evaluation of internal control defects in financial reporting determined by the company are as follows:
Signs of significant deficiencies in financial reporting include:
(1) Fraud of directors, supervisors and senior managers of the company;
(2) The company corrects the published financial report;
(3) Material misstatement in the current financial report found by the certified public accountant but not identified by the company’s internal control;
(4) The supervision of the audit committee and the audit department on the company’s external financial report and internal control over financial report is invalid.
Signs of significant deficiencies in financial reporting include:
(1) Failure to select and apply accounting policies in accordance with GAAP;
(2) Failure to establish anti fraud procedures and control measures;
(3) No corresponding control mechanism has been established or implemented for the accounting treatment of unconventional or special transactions, and there is no corresponding compensatory control;
(4) There are one or more defects in the control of the financial reporting process at the end of the period, and it can not reasonably ensure that the prepared financial statements achieve the true and complete goal.
General defects refer to other control defects other than the above major defects and important defects.
2. Identification standard of internal control defects in non-financial reporting
Within the non-financial report determined by the company
