Beijing Const Instruments Technology Inc(300445)
Internal control evaluation report in 2021
Beijing Const Instruments Technology Inc(300445) all shareholders:
According to 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 standard system), combined with the internal control system and evaluation methods of Beijing Const Instruments Technology Inc(300445) (hereinafter referred to as the "company"), 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.
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
（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., Beijing sampu Xinyuan Technology Co., Ltd., Jinan Changfeng Zhiyuan Instrument Technology Co., Ltd. and aditel 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: the departments involved in the evaluation include finance department, assembly department, R & D center, marketing department, sales department, procurement department, human resources department, administrative planning department, securities department, quality department, audit department, etc. The high-risk areas of focus mainly include capital activities, procurement business, inventory business, fixed assets, sales business, research and development, financial reporting, etc.
2、 Overall organization of internal control evaluation
The audit committee under the board of directors of the company is specially responsible for the communication, supervision and verification of internal and external audit of the company, is responsible to the board of directors and reports to the board of directors. The audit department, the daily work organization of the audit committee, is responsible for the specific organization and implementation of the internal control evaluation, and evaluates the high-risk areas and units included in the evaluation scope. Under the guidance of the audit committee, the audit department independently carries out internal control evaluation, is responsible to the audit committee and reports to the audit committee.
3、 Basis of internal control evaluation
The basis of internal control evaluation mainly includes:
1. Basic norms for internal control of enterprises and supporting guidelines issued by the Ministry of finance, China Securities Regulatory Commission, National Audit Office, China Banking Regulatory Commission, China Insurance Regulatory Commission and other five ministries and commissions;
2. Beijing Const Instruments Technology Inc(300445) internal control management system;
3. Rules and regulations, working rules, etc. of all departments of the company.
4、 Scope of internal control evaluation
Considering the company's development strategy, industry characteristics, operation mode, risk level and other factors, the scope of internal control evaluation covers the main businesses and matters of the company and its key enterprises.
1. Units included in the evaluation
The units included in the evaluation include the parent company and its wholly-owned and holding subsidiaries. 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. The departments involved in the evaluation include finance department, sales department, R & D center, procurement department, assembly department, securities department, human resources department, administrative planning department, etc.
2. Main operations and matters included in the evaluation
The company conducted a comprehensive audit on the internal control of the company's main business and management activities around the five elements of internal environment, risk assessment, control activities, information and communication and internal supervision. Specifically, it includes: organizational structure, development strategy, human resources, social responsibility, corporate culture, capital activities, procurement business, inventory business, fixed assets, intangible assets, sales business, research and development, guarantee business, financial report, comprehensive budget, contract management and information system.
The internal control of the above businesses and matters covers the main aspects of the company's operation and management, and there is no major omission.
5、 Procedures and methods of internal control evaluation
According to the basic norms of enterprise internal control and its supporting guidelines and the relevant provisions and requirements of the company's internal control management system, the company establishes an audit team to carry out internal control inspection and evaluation.
The audit team conducted on-site inspection on the effectiveness of internal control for the main business and management activities of the company and its wholly-owned and holding subsidiaries, widely collected evidence on the effectiveness of the company's internal control design and operation, truthfully filled in the evaluation working paper, and analyzed and identified internal control defects. Individual interview, on-site inspection, sampling and comparative analysis, walk through test, thematic discussion and other methods were used in the inspection.
6、 Details of internal control evaluation
1. Organizational structure
In accordance with the requirements of relevant national laws and regulations and based on the articles of association, the company has established a corporate governance structure with clear responsibilities, coordinated operation and mutual checks and balances, including the shareholders' meeting, the board of directors, the board of supervisors and the management, and established the finance department, Sales Department, R & D center, procurement department, assembly department, securities department, human resources department, administrative planning department The audit department and other main functional departments implement the company's management functions.
In the form of the rules of procedure of the general meeting of shareholders, the rules of procedure of the board of directors, the four working rules of the Committee of the board of directors, the rules of procedure of the board of supervisors, the working system of independent directors, the working system of the Secretary of the board of directors, the working rules of the general manager and other documents, the company has defined the responsibilities and authorities of the general meeting of shareholders, the responsibilities and authorities of the board of directors, the board of supervisors and the general manager, the conditions of employment, the rules of procedure and working rules.
The company strictly implements various management systems. The rights and responsibilities of the general meeting of shareholders, the board of directors, the board of supervisors and the management are clear, check and balance each other and operate well. A set of reasonable, complete and effective operation and management framework has been formed, which has laid a solid foundation for the standardized operation and long-term and healthy development of the company.
2. Development strategy
The company has formulated the strategic planning management measures to clarify the principles and contents of strategic planning management, management responsibilities, main contents, formulation requirements and preparation process of strategic planning, implementation, adjustment and guarantee of strategic planning, evaluation and assessment of strategic planning, etc.
The board of directors of the company formulated the company's development strategy and medium and long-term development plan according to the macroeconomic situation, external market environment and industry development trend. Guided by the development strategy, the management of the company has formulated the strategic planning and annual implementation plan of each functional department based on the market analysis and summary of previous years and the market analysis and prediction of the future. The implementation is summarized and analyzed regularly every half a year and reported to the board of directors and the Strategy Committee.
3. Human resources
The company has established human resource planning, personnel employment and exit, salary and incentive management, performance appraisal, training management and other systems, made detailed provisions on talent introduction and training, salary, welfare guarantee, performance appraisal, internal transfer and job promotion, and established a perfect performance appraisal system.
The company adheres to the principle of "people-oriented", attaches importance to the quality of employees, and takes professional ethics and professional competence as important standards for selecting and employing employees; Implement the post competition system and optimize the introduction and allocation of human resources; Through multi-level training and performance appraisal, continuously improve the professional ability of employees, effectively mobilize the enthusiasm of all employees, and ensure the realization of the company's business plan and strategic objectives.
4. Social responsibility
Adhering to the concept of honest operation, the company operates legally and in compliance, has formulated the compilation of safety production management system, product quality management system, environmental operation control procedure and resource and energy management regulations, and has passed the quality management system, environmental safety management system and occupational health and safety management system; The "four in one" management system of quality management, environmental management, occupational health and safety and measurement management has been established, and the quality management and safety indicators have been determined. In addition, the company actively creates an innovation atmosphere, provides innovation conditions, enhances the level of scientific research and innovation, and boosts the technological progress of the industry.
5. Corporate culture
The company has established a corporate culture construction group headed by the chairman, comprehensively combed and improved the corporate culture system, and established the corporate spirit of "integrity, unity, innovation and dedication", the corporate purpose of "committed to development, serving customers, rewarding employees and contributing to the society" and the strategic goal of "creating a century old enterprise and a world-class industrial group for pressure and temperature measurement and calibration". While undertaking the core culture of the company, each functional department has established its own basic concept of team culture, which promotes the unity and synergy of employees. The company uses training, employee symposium, corporate culture manual, employee manual, internal website, training and other methods to widely spread the company's culture, and understand employees' cognition and recognition of corporate culture through employee satisfaction survey. The company also transmits the corporate culture to customers and interested parties by visiting customers, sending briefings, inviting important customers, suppliers and other partners to visit and communicate with the company. The company has established a corporate culture evaluation index system, regularly evaluates the corporate culture, and takes the evaluation results as an important basis for further strengthening and improving the construction of corporate culture.
6. Financial activities
The company has formulated a series of fund revenue and expenditure management systems such as fund raising management system, fund operation management system and basic financial management system, strictly followed the principle of incompatible post separation, and controlled the opening and closing of fund accounts, fund revenue and payment, fund raising and operation management, so as to ensure the safety of the company's funds and the integrity and effectiveness of fund activity management; The company has formulated the investment management system to clarify the centralized management of investment decisions and strengthen risk control, so as to ensure the effective implementation of strategic planning and investment benefits.
7. Procurement business
The company implements the control mode of centralized management of procurement business, establishes procurement plan and budget, procurement bidding management and other systems, and strengthens the risk control of supplier selection, procurement price determination, contract signing, acceptance and warehousing; After the procurement is completed, the approval and payment shall be carried out in strict accordance with the payment process to ensure that the material procurement meets the production and operation needs of the company and reasonably control the cost.
8. Asset management
The company has established a management system for inventory, fixed assets and intangible assets to strictly regulate the budget, acquisition, acceptance, accounting, use and maintenance, disposal and transfer of assets, so as to ensure the safety and accurate accounting of assets.
The company's inventory mainly includes various production raw and auxiliary materials, semi-finished products, finished products, packaging materials and low value consumables. All subsidiaries of the company shall clarify their responsibilities for inventory acquisition, warehousing management, storage management, inventory taking, waste material treatment and other activities to ensure the separation of incompatible posts; The inventory materials shall be managed in strict accordance with the warehouse management regulations; Organize inventory counting every month and make analysis.
The company is responsible for the centralized management of fixed assets, and fixed asset management specialists are set up in all fixed asset user departments and subsidiaries to master the status of fixed assets at any time; The subsidiary ledger of fixed assets has been established, and the collection, transfer out and scrapping of fixed assets must be approved by the management department and relevant principals; Carry out the inventory of fixed assets in time according to the requirements of the fixed assets management department to ensure the consistency of accounts, cards and materials; The finance department is responsible for the accounting treatment of acquisition, allocation, maintenance, inventory, depreciation, impairment and disposal of fixed assets.
9. Sales business
In order to realize the sustainability of market development and ensure the scientificity of marketing management and resource allocation, the company has formulated management systems such as sales plan, customer credit, product price, sales and collection, customer service, return and exchange, etc. The Sales Department of the company widely collects market information, understands customers' needs and expectations, determines the target market and customer group, reasonably determines the pricing mechanism, timely adjusts the sales strategy according to market changes, and strengthens the planning and payment collection of sales.
10. Research and development
In accordance with the requirements of the basic norms of internal control for R & D management and control, the company adopts the combination of internal and external expert review to strictly control the project initiation; The project research process is monitored and evaluated in real time by means of monthly summary, annual report system, scientific research project progress report and discussion, so as to ensure the realization of R & D objectives.
11. Guarantee business
The company has established a management system for guarantee business, which clearly stipulates that external guarantee shall be uniformly managed by the company's headquarters, and no subordinate department or institution shall provide guarantee; The guarantee application and approval procedures are required to be complete, and the guarantee risk is controlled through the restriction of the guarantee contract and regular tracking.
12. Financial reporting
The company carries out financial work in accordance with the national unified accounting standards. The finance department has formulated the financial report preparation scheme and consolidated statement preparation system, and prepared quarterly, semi annual and annual financial reports on schedule according to the accounting book records and other relevant materials that are fully registered and verified; Incorporate the subsidiaries with actual control into the scope of consolidated financial statements and prepare consolidated statements to ensure the authenticity, accuracy and integrity of the company's financial reports. The company hires an accounting firm to audit every year according to the regulations, and the accounting firm issues an audit report on the basis of the audit to ensure that there are no major errors in the company's financial report. Meanwhile, the external disclosure of financial reports shall be carried out in accordance with the company's information disclosure management system
