Shenzhen Tianyuan Dic Information Technology Co.Ltd(300047)
Internal control evaluation report in 2021
Shenzhen Tianyuan Dic Information Technology Co.Ltd(300047) 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 supervises the establishment and implementation of internal control by the board of directors, and the manager 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 relevant 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
（1） Scope of internal control evaluation
According to the guidelines for enterprise internal control evaluation and following the risk-oriented principle, the company’s internal control evaluation has covered important management fields such as corporate culture, strategy, operation and foreign investment, involving important management links such as business prediction, decision-making, implementation, accounting, supervision and feedback.
In accordance with the principles of comprehensiveness, materiality and cost-effectiveness, the company has prepared the corresponding internal control test plan and carried out internal control evaluation on the business of the company and its subsidiaries according to the internal control inspection logic and implementation path, without major omissions.
1. Internal control environment
1) Corporate culture
The core values of the company are integrity, professionalism, cooperation, innovation, pursuit of excellence and respect for individuals. The company has always adhered to the business philosophy of integrity-based, steadfastly and steadily in the management links such as capital scheduling, project delivery, product and technology investment, external procurement and labor relations, and controlled risks. It is not allowed to advance rashly and actively and steadily promote various management work.
2) Organizational structure of the company
In accordance with the requirements of the company law, the securities law and the articles of association, the company has set up governance institutions such as the general meeting of shareholders, the board of directors, the board of supervisors and the audit committee, and formulated management systems such as the articles of association, 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 and the working system of independent directors The supervision organization and the operation management have standardized to ensure that the general meeting of shareholders, the board of directors and the board of supervisors of the company are held as required to ensure that major decisions and other acts are legal, compliant, true and effective. According to the requirements of corporate governance activities, the company has set up the office of directors and the investment management department, issued supporting management systems and operating procedures, and managed the operation of the company’s three meetings and foreign investment business, The audit committee of the company has an audit department to supervise the effectiveness of the company’s internal control.
According to the requirements of operation and management, the company sets up three business segments: large region, R & D center and function to improve the performance level of business units and per capita. The functional departments set up finance department, human resources department, commerce department, enterprise information department, operation management department, customer service and quality department and administration department. A mechanism of clear division of labor, mutual cooperation and mutual checks and balances is formed among various departments to ensure the standardization of the company’s operation and business support ability.
3) Business strategy
Adhere to steady and sustainable development, focus on the dominant main channel, lean management, and continuous technology and product innovation
The company adheres to a steady and pragmatic business strategy to promote sustainable development. With software as the core, enable the digital transformation of the industry and steadily expand new industries. Focus on advantageous industries, focus on customers, and help customers improve efficiency and create value by providing customers with technical platform, intelligent operation and data drive. Lean management, continuous technology and product innovation, move towards the business planning and design level, precipitate the map of business knowledge in specific fields, go deep into several major technology or product fields, and create competitive barriers.
① Large scale application software development and software product sales
With the development of advanced IT technologies such as 5g +, big data and artificial intelligence, great changes have taken place in the system, architecture, data middle platform, business middle platform and business ecology of the company’s main industry customers. We have guided customers or provided customers with the development of large-scale application software and platform based on the above needs, research on innovative technology and industry business needs, forming application software products with their own intellectual property rights, Realize the sales of software products. Large scale application software development and software product sales are the main business models of the company and are applied in many industries covered by the company.
② Technical services
Provide consulting, planning and technical services for customers based on their needs for Industry and technical capabilities. The main demand body for technical services is the financial industry dominated by large state-owned banks or joint-stock banks.
③ Operation service
The company provides digital products to be applied in 4G or 5g scenarios of telecom operators, and the revenue generated is shared with the operators according to the agreed proportion; The company provides digital products to be applied on the Internet e-commerce platform. After the e-commerce customers pay, they will share them with the e-commerce platform according to the agreed proportion; Provide risk control, marketing, customer acquisition and other operation services for financial customers dominated by banks. Financial customers pay according to the operation effect. The company has self-developed collection Siasun Robot&Automation Co.Ltd(300024) , intelligent quality inspector and intelligent operation cloud platform to realize man-machine coupling operation. The company continues to develop digital operation business, expand from the back-end software development and services to the front-end of the market, and bring incremental income to customers through product innovation and business operation, so as to obtain income. In recent years, intelligent operation services have developed rapidly. 4) Human resources
The company advocates the concept of employment based on the struggle, and takes into account both personal performance assessment and personality investigation.
The company has established various human development paths such as consulting, technology and management, which reflects the inclusiveness of talent development.
The company’s qualification management system, qualification management rules, employee manual, work achievement positioning and behavior definition principles, attendance management system and competency certification management system have been effectively operated.
The company’s assessment management operation instruction and performance assessment management plan can better highlight personal contribution and return, select talents, and ensure the normal operation of the whole human resources system.
5) Social responsibility
Under the epidemic situation, the company actively pays attention to safe production and maintains a healthy and sustainable production and operation environment in accordance with the administrative and personnel management requirements of the jurisdiction.
Adhering to the common growth of society, companies and individuals, the company has talent development projects with many colleges and universities such as Wuhan University to continuously explore talents and contribute to social data and digital empowerment. The company has also established a talent college in Hefei R & D base to provide a platform for the professionalization of talents.
2. Risk assessment
The company sets relevant business objectives, financial reporting objectives, compliance objectives and asset safety and integrity objectives according to the strategy, and reasonably determines the company’s risk tolerance according to the set objectives.
The company’s risk assessment and response strategies adapt to the development of the enterprise. There is a guiding risk assessment process in advance, a continuous process tracking review in the process, and a corresponding summary, inspection and evaluation afterwards, so as to ensure that the company’s risk management is appropriate and economical and serve the overall strategy of the company.
3. Information system
The company has issued the information security management system to strengthen the management of information security and ensure the safe and effective internal information flow of the company. The company has established the company information disclosure management system to ensure that all major and important information of the company is disclosed in a timely and uniform manner in accordance with the listing rules and requirements, and maintain investor relations.
The company’s strategy is uploaded and issued through the management meeting, the company’s business instructions and assessment are completed through the quarterly business meeting, and the company’s business, product and technical accounting have established corresponding support systems to ensure that the data process is recorded, queried and audited. 4. Control activities
1) Corporate governance
In accordance with the requirements of relevant laws and regulations, the company has established a more reasonable organizational structure and a sound level by level authorization system. The established systems include the articles of association, rules of procedure of the general meeting of shareholders, management system of external financial assistance, dividend management system, rules of procedure of the board of directors, rules of procedure of the board of supervisors, rules of procedure of the special committee of the board of directors, rules of procedure of the Secretary of the board of directors Working system for independent directors, working rules for the general manager, fair decision-making system for related party transactions, management measures for raised funds, management system for investor relations, management system for information disclosure, management system for external guarantee, management system for shares held by directors, supervisors and senior managers and their changes, etc.
2) Financial control
The processes incorporated into the internal control system of the company include financial accounting system, monetary fund system, bill and financial seal management system, operating cost and operating income control system, financial software management system, accounting file management system, asset inventory management system, post responsibility system of finance department, regulations on the management of travel expenses of business travelers, operating cost accounting system Special accounting and management systems such as operating income accounting system, project cost accounting system and R & D expenditure accounting system.
① During the evaluation period, the company signed and issued the human outsourcing management plan, which stipulated the attendance and expense reimbursement of outsourcing personnel, supplemented the requirements of regular sampling inspection of outsourcing personnel, and the system operated effectively.
② The company has issued the regional rental management system to supplement the management processes of regional employees such as application for occupancy, use, check-out, rent return and housing registration. The system has been implemented.
③ The company revised the expense reimbursement system to further standardize the specific requirements of expense reimbursement.
3) Sales and collection control
The company has systematically managed the customer relationship and sales leads, and filtered and controlled the sales bidding risk through sales forecasting measures.
The company has formulated business opportunity management measures, sales forecast review management system, accounts receivable management procedure, contract review system, sales contract change management system and other systems and processes to deal with and control the risks of sales business source, scheme implementation, business contract transaction, capital return and other links.
4) Purchase and payment control
The company effectively controls the purchase price and supplier selection risk through the supplier management operation instruction and procurement management system, and establishes strict approval control procedures for purchase demand, purchase acceptance, purchase settlement and payment to ensure that purchase payment is effectively controlled.
The subcontracting business management system, operation guide for human process management of outsourcing personnel and Shenzhen Tianyuan Dic Information Technology Co.Ltd(300047) human outsourcing service plan formulated by the company standardize the requirements, approval, outsourcing manufacturer selection, outsourcing personnel management, business performance assessment and expense settlement procedures of the company’s outsourcing business, so as to avoid outsourcing management risks.
5) R & D process control
The company manages the project initiation through the project initiation management system and project coding rules. The project initiation budget process is clear and can predict the benefits. Strictly standardize project accounting, one code for each project, so as to ensure the effectiveness of project accounting.
The company manages the project cost input and accounting process through the project process management system to ensure the implementation of the company’s project system management and the goal of “two streams and one efficiency”. 6) Asset management control
The company strengthened the management and control of assets from the two links of physical contact and logical contact to ensure the safety, integrity and effectiveness of assets, and the quarterly and annual inventory process has also been effectively implemented.
The system standards of the company’s operation include capital construction project management measures, fixed assets management system, low value consumables accounting system, document and file management system, company vehicle management regulations, asset inventory management system, office software management system and low value consumables management system.
7) Management control of subsidiaries
The company formulates and effectively implements the subsidiary management system and the guidelines for the management of the chief financial officer of the subsidiary. The company realizes the governance monitoring of the subsidiary by appointing or recommending directors, supervisors and senior managers. The financial operation of the subsidiary is managed by the financial department of the company and subject to the audit and inspection of the company.
Control the performance appraisal, incentive and restraint of the holding subsidiaries through the quarterly work report of the subsidiary general manager, the formulation of annual business objectives, assessment and reward and other measures.
8) Foreign investment control
The company formulates and effectively implements the investment management system. The investment department of the company is responsible for conducting special research and evaluation on the feasibility, investment risk, investment return and other matters of the company’s major investment projects, supervising the implementation progress of major investment projects, and timely reporting to the board of directors of the company in case of abnormal conditions in the investment projects. The general meeting of shareholders, the board of directors and the general manager’s office meeting of the company are the decision-making bodies of the company’s foreign investment, which make decisions and control over the company’s foreign investment within their respective authorities.
9) Control of external guarantee management
In accordance with the requirements of the external guarantee management system, the company strengthens the management of external guarantee business, follows the principles of legality, prudence, mutual benefit and safety in the construction of internal control of external guarantee, and strictly controls the guarantee risk. The independent director of the company shall make an independent statement when the board of Directors considers the external guarantee
