Shenzhen Topband Co.Ltd(002139)
Internal control evaluation report in 2021
Shenzhen Topband Co.Ltd(002139) 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).
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, 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.
3、 Internal control evaluation
(I) evaluation scope of internal control
Insurance field.
1. The main units included in the scope of evaluation include the following:
Serial number company name company type shareholding ratio 1 Shenzhen Topband Co.Ltd(002139) parent company
2 100% 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 Tuobang (Hong Kong) Wholly owned subsidiary of Co., Ltd. 100% 7 wholly owned subsidiary of Huizhou Tuobang Electric Technology Co., Ltd. 100% 8 wholly owned subsidiary of Huizhou Tuobang Lithium Battery Co., Ltd. 100% 9 wholly owned subsidiary of Ningbo Tuobang Intelligent Control Co., Ltd. 100% 10 wholly owned subsidiary of Shenzhen hexinda Control System Co., Ltd Capital subsidiary 100% 11 Shenzhen Mintai Intelligent Technology Co., Ltd. holding subsidiary 65% 12 Topband (Vietnam) Co., Ltd. wholly owned subsidiary 100% 13 Topband smart Dong Nai wholly owned subsidiary
100% (VIETNAM) COMPANY LIMITED
14 100% wholly owned subsidiary of Topband India Private Limited 15 100% wholly owned subsidiary of Topband Germany GmbH 16 Topband Japan Co, Ltd 100% 17 Shenzhen Yankong Automation Technology Co., Ltd. holding subsidiary 71.54% 18 Shenzhen Yansheng Software Co., Ltd. holding subsidiary 71.54% 19 Huizhou Yankong Automation Technology Co., Ltd. holding subsidiary 71.54% 20 Hangzhou Zhidong Motor Technology Co., Ltd Holding subsidiaries of subsidiaries 53.66% 21 wholly owned subsidiaries of Shenzhen Tuobang Supply Chain Service Co., Ltd. 100% 22 wholly owned subsidiaries of Shenzhen Tuobang Investment Co., Ltd. 100% 23 wholly owned subsidiaries of Shenzhen senxuan Technology Co., Ltd. 100% 24 wholly owned subsidiaries of Shenzhen spark IOT Technology Co., Ltd. 100% 25 100% 26 Tuobang (Qingdao), a wholly-owned subsidiary of Shenzhen Tulu Innovation Co., Ltd Wholly owned subsidiary of Intelligent Control Co., Ltd. 100% 27 wholly owned subsidiary of Shenzhen Tuobang Automotive Electronics Co., Ltd. 100% 28 wholly owned subsidiary of Shenzhen Tengyi Industrial Co., Ltd. 100% 29 wholly owned subsidiary of Shenzhen Zhongli Consulting Co., Ltd. 100%
30 83.5% 31 Tulu innovation (Hong Kong), a holding subsidiary of a wholly-owned subsidiary of Taixing Ninghui Lithium Battery Co., Ltd Co., Ltd. 100% 32 Nantong Tuobang Youneng Technology Co., Ltd. 100% 33 Tuobang intelligent Europe Co., Ltd. 100% 34 Tuobang Mexico Co., Ltd. 100% 35 q.b.pte.ltd. (Qibang Co., Ltd.) Wholly owned subsidiary 100% 36 tunnu innovation, Inc wholly owned subsidiary 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 criteria for defects in internal control over financial reporting
The quantitative criteria for the evaluation of internal control defects in financial reporting determined by the company are as follows: the quantitative criteria take the consolidated operating income and total assets as the measurement indicators. If the loss that may be caused or caused by the defect of internal control is related to the income statement, it shall be measured by the consolidated operating income index. 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
The quantitative criteria for the evaluation of internal control defects in non-financial reporting determined by the company are as follows:
The quantitative standard takes the operating income and total assets as the measurement indicators. If the loss that may be caused or caused by the defect of internal control is related to the profit statement, it shall be measured by the consolidated operating income index. 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 recognized as 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 non-financial reporting determined by the company are as follows:
The identification of non-financial report defects is mainly based on the impact of defects on the effectiveness of business processes and the possibility of occurrence.
If the possibility of defects is small, it will reduce the work efficiency or effect, or increase the uncertainty of the effect, or make it deviate from the expected goal, which is a general defect;
If the possibility of defects is high, it will significantly reduce the work efficiency or effect, or significantly increase the uncertainty of the effect, or make it significantly deviate from the expected goal as an important defect; If the possibility of defects is high, the work efficiency will be seriously reduced
