Donghai Securities Co., Ltd
About Beijing Const Instruments Technology Inc(300445)
Verification opinions on self-evaluation report of internal control in 2021
Donghai Securities Co., Ltd. (hereinafter referred to as “sponsor” or “Donghai securities”) as a sponsor of non-public offering of shares by Beijing Const Instruments Technology Inc(300445) (hereinafter referred to as ” Beijing Const Instruments Technology Inc(300445) ” or “company”), in accordance with the requirements of relevant provisions such as the guidelines for self discipline supervision of listed companies on Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM, The board of directors of Beijing Const Instruments Technology Inc(300445) verified the self-evaluation report on internal control in 2021 (hereinafter referred to as the “evaluation report”) and issued the following verification opinions: I. The sponsor’s verification of Beijing Const Instruments Technology Inc(300445) internal control
By communicating with Beijing Const Instruments Technology Inc(300445) directors, supervisors, senior managers and other relevant personnel, the sponsor representative of Donghai securities checked the integrity, rationality and effectiveness of its internal control by consulting the minutes of the general meeting of shareholders, the minutes of the board of directors, the report of the board of supervisors, various management rules and regulations of the company and the evaluation report of the company. 2、 Internal control objectives
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. 3、 Main business and matters of internal control evaluation
（1） Scope of internal control 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 Beijing Const Instruments Technology Inc(300445) , Beijing Hengju Testing Technology Co., Ltd., aditel Co., Ltd., Beijing sampu Xinyuan Technology Co., Ltd. and Jinan Changfeng Zhiyuan Instrument Technology Co., Ltd. the total assets of the units included in the evaluation scope account for 100% of the total assets of the company’s consolidated financial statements, and the total operating revenue accounts for 100% of the total operating revenue of the company’s consolidated financial statements. The main businesses and matters included in the evaluation scope include: organizational structure, human resources, corporate culture, capital activities, procurement business, asset management, sales business, investment management, budget management, financial management, information system and internal audit. The high-risk areas of focus mainly include: sales business and fund management.
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.
（2） Basis of internal control evaluation and identification standard of internal control defects
Internal control system and internal control system of the company.
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
(1) The quantitative criteria for the evaluation of internal control defects in 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 income statement, it shall be measured by the operating revenue index. If the amount of misstatement in the financial report caused by the defect alone or in combination with other defects is less than 0.1% of the operating revenue, it is recognized as a general defect; If it exceeds 0.1% but less than 0.25% of the operating revenue, it is an important defect; If it exceeds 0.25% of the operating revenue, 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 total asset index. If the amount of financial report misstatement that may be caused by the defect alone or in combination with other defects is less than 0.1% of the total assets, it is recognized as a general defect; If it exceeds 0.1% but less than 0.25% of the total assets, it is recognized as an important defect; If it exceeds 0.25% of the total assets, it is recognized as a major defect.
(2) The qualitative criteria for the evaluation of internal control defects in financial reporting determined by the company are as follows:
Signs of significant defects in internal control over financial reporting include: ineffective control environment; The company’s directors, supervisors and senior managers commit fraud and cause important losses and adverse effects to the enterprise; The major misstatement found in the external audit was not first discovered by the company; The internal control supervision of the company by the board of directors or its authorized institution and the internal audit department is invalid.
Signs of significant defects in internal control over financial reporting include: failure to select and apply accounting policies in accordance with generally accepted accounting standards; Failure to establish anti fraud procedures and control measures; 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; 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 goal of authenticity and accuracy.
Signs of general defects in internal control over financial reporting include other internal control defects that do not constitute major defects and important defect standards.
2. Identification standard of internal control defects in non-financial reporting
(1) 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.
The losses that may be caused or caused by internal control defects are related to the profit statement, which shall be measured by the operating revenue index. If the amount of the general operating defect together with other defects may be less than 1.0% of the misstatement of the financial report; If it exceeds 0.1% but less than 0.25% of the operating revenue, it is recognized as an important defect; If it exceeds 0.25% of the operating revenue, 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 total asset index. If the amount of financial report misstatement that may be caused by the defect alone or in combination with other defects is less than 0.1% of the total assets, it is recognized as a general defect; If it exceeds 0.1% but less than 0.25% of the total assets, it is recognized as an important defect; If it exceeds 0.25% of the total assets, it is recognized as a major defect.
(2) The qualitative criteria for the evaluation of internal control defects in non-financial reporting determined by the company are as follows:
Signs of significant defects in the internal control of non-financial reporting include: major mistakes caused by decision-making procedures; Lack of institutional control or systematic failure of important business, and lack of effective compensatory control; Serious loss of middle and senior managers and senior technicians; The results of internal control evaluation, especially major defects, have not been rectified; Other situations that have a significant negative impact on the company.
Signs of significant defects in the internal control of non-financial reporting include: general errors caused by decision-making procedures; Defects in important business systems or systems; Serious loss of business personnel in key positions; The results of internal control evaluation, especially the important defects, have not been rectified; Other situations that have a great negative impact on the company.
Signs of general defects in internal control over non-financial reporting include: inefficient decision-making procedures; Defects in general business system or system; Serious loss of business personnel in general posts; General defects have not been rectified.
（3） Rectification of internal control defects
According to the above identification standards of internal control defects in financial reporting, the company has no major defects and important defects in internal control of financial reporting during the reporting period.
4、 Contents of internal control evaluation
According to the basic norms of enterprise internal control and relevant regulations, the company establishes and implements effective internal control, mainly including the following elements: internal environment, risk assessment, control activities, information and communication and internal supervision. The company evaluates the establishment and implementation of the internal control system from the above five elements.
1. Internal environment
(1) Organizational structure
In accordance with the requirements of the company law, securities law and other relevant laws and regulations and normative documents, the company has established a governance structure composed of the general meeting of shareholders, the board of directors and the board of supervisors. The general meeting of shareholders, the board of directors and the board of supervisors are the highest authority, the main decision-making body and the supervision body of the company respectively. The three have jointly established an operation mechanism with clear division of labor, mutual cooperation and mutual checks and balances with the senior management of the company.
① The company has formulated the rules of procedure of the general meeting of shareholders, which clearly stipulates the functions and powers of the general meeting of shareholders, the convening, proposal, voting, resolution and other working procedures of the general meeting of shareholders. The effective operation of the rules ensures that the general meeting of shareholders exercises the decision-making power on major matters according to law and is conducive to protecting the legitimate rights and interests of shareholders.
② The board of directors of the company consists of 8 directors, including 3 independent directors. The board of directors of the company has one chairman and one vice chairman respectively. The board of directors has a strategy committee, an audit committee, a nomination committee and a remuneration and assessment committee. The company has formulated the rules of procedure of the board of directors, the system of independent directors, the working rules of the Secretary of the board of directors, the implementation rules of the strategy committee, the implementation rules of the audit committee, the implementation rules of the nomination committee and the implementation rules of the remuneration and assessment Committee, which stipulate the selection procedures of directors, the obligations of directors, the composition and responsibilities of the board of directors, the rules of procedure of the board of directors, the working procedures of independent directors Composition and responsibilities of each special committee. Standardize the operation of the board of directors and establish and improve the system of the board of directors. The formulation and effective operation of these systems ensure that the special committee can effectively perform its duties and provide help for the scientific decision-making of the board of directors.
③ The board of supervisors of the company is composed of three supervisors, including one employee representative supervisor. The company has formulated the rules of procedure of the board of supervisors, which clearly stipulates the functions and powers of the board of supervisors, the convening, proposal and voting of the board of supervisors. The formulation and effective operation of the rules are conducive to give full play to the supervisory role of the board of supervisors and protect the interests of shareholders, the company and the legitimate rights and interests of employees from infringement.
④ The company has formulated the working rules for the general manager, which stipulates the responsibilities of the general manager, the general manager reporting system and the supervision system. The formulation and effective operation of the detailed rules ensure the effective implementation of various decisions of the board of directors, and improve the operation and management level and risk prevention ability of the company.
(2) Internal organizational structure
In order to effectively plan, coordinate and control business activities and ensure the realization of control objectives, the company has reasonably set up internal institutions according to the size of the company and the nature of its business, implemented the principle of separation of incompatible positions, scientifically divided the responsibilities and authorities of various departments and formed a mechanism of mutual checks and balances. The organization chart of the company is as follows:
(3) Establishment of internal audit institutions
The audit committee under the board of directors of the company is mainly responsible for the communication, supervision and verification of internal and external audit of the company. The audit committee consists of three directors and two independent directors, one of whom is an accounting professional. The audit department is set up under the audit committee to supervise and inspect the effectiveness of internal control, and timely report and put forward improvement suggestions for internal control defects found.
(4) Human resources policy
The company has established and effectively implemented the human resources management system, which specifies the company’s personnel management policies in terms of employee employment, training, job rotation, assessment and elimination.
The company has clear post responsibilities and clear working conditions, so as to ensure that the personnel of corresponding posts, including financial personnel, have corresponding competence, and ensure that the personnel of each post complete the established management objectives and the financial statements will not make mistakes due to lack of professional competence. The company also carries out various forms of follow-up education and training for different posts every year according to the needs of actual work, so that employees can be competent for their current jobs.
The company carries out various forms of team activities to create a harmonious atmosphere of the enterprise and promote the company to maintain long-term cohesion and innovation.
2. Risk assessment
In order to maintain sustained, rapid and healthy development and achieve the company’s development strategy and objectives, the company comprehensively, systematically and continuously collects internal and external information related to enterprise development at each stage of development, carries out risk assessment, risk identification and risk analysis, and timely adjusts risk response strategies.
The management of the company regularly carries out risk assessment on various activities within the enterprise, considering both internal and external factors. Internal factors include the complexity of the organization, the change of organizational structure, employee mobility and employee quality. External factors include changes in industry and economic conditions and technological changes.
The management of the company divides the assessed risks into controllable risks and uncontrollable risks. For controllable risks, the management decides to take measures to reduce or accept risks; For uncontrollable risks, the management decides whether to bear the risks and withdraw from the business partially or completely to avoid the risks.
3. Control activities
Based on the risk assessment results, the company establishes and improves various management and control systems through the combination of preventive control and discovery control, and uses corresponding control measures to control the risk within an acceptable range.
Control measures mainly include: incompatible job separation control, authorization approval control, accounting system control, property protection control, budget control, operation analysis control and performance evaluation control.
(1) Incompatible job separation control
Incompatible job separation control is to reasonably divide the responsibilities involved in the transaction, so that incompatible jobs can be separated from each other and each person’s work can automatically check the work of another person or more people, forming a mutual check and balance mechanism. The company has separated the following positions: authorization approval and business handling, business handling and accounting records, accounting records and property custody, business handling and business audit, authorization approval and supervision and inspection.
(2) Authorization approval control
The main purpose of authorization approval control is to ensure that functional departments at all levels exercise corresponding functions and powers within the scope of authorization, and the handling personnel must also handle economic business within the scope of authorization. For daily transactions such as purchase and sales business and expense reimbursement business, the hierarchical approval system of heads of functional departments and the company’s management shall be adopted to ensure that all kinds of businesses are carried out according to procedures. For unconventional transactions, such as acquisition, major capital expenditure, investment guarantee, stock issuance, financing, related party transactions and other major transactions, the board of directors or the general meeting of shareholders shall consider and approve them.
(3) Accounting system control
① The company confirms, measures and prepares financial statements in strict accordance with the company law and accounting standards for business enterprises, and defines the processing procedures of accounting vouchers, accounting books and financial reports to ensure the authenticity and integrity of accounting materials. ② The basic work of accounting is perfect, the setting of accounting institutions is complete, the accounting practitioners are allocated in accordance with the requirements of the state on accounting qualification, and the institutions and personnel meet the relevant independence requirements.
(4) Property protection control
In order to protect the safety and integrity of assets, the public
