Securities code: Wuhu Conch Profiles And Science Co.Ltd(000619) securities abbreviation: Wuhu Conch Profiles And Science Co.Ltd(000619) Announcement No.: 202224 Wuhu Conch Profiles And Science Co.Ltd(000619)
Self evaluation report on internal control in 2021
All members of the board of directors of the company guarantee that the contents of this report are true, accurate and complete, and there are no false records, misleading statements or major omissions Wuhu Conch Profiles And Science Co.Ltd(000619) 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 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 and 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.
From the base date of the internal control evaluation report to the issuing date of the internal control evaluation report, the company has no factors affecting the evaluation conclusion of the effectiveness of internal control.
3、 Internal control evaluation
(I) basis of internal control evaluation
1. The enterprise internal control standard system jointly issued by the Ministry of finance, CSRC and other five ministries and commissions. 2. Relevant internal control guidelines issued by Shenzhen Stock Exchange.
3. The company’s internal control evaluation manual, 2021 Wuhu Conch Profiles And Science Co.Ltd(000619) internal control self evaluation work plan and other relevant rules and regulations of the company.
(II) scope of internal control evaluation
The company determines the main units, businesses and matters included in the evaluation scope and high-risk areas according to the risk oriented principle. A total of 23 units of the company’s headquarters and subsidiaries are included in the evaluation scope. The total assets of the units included in the evaluation scope account for 91.04% of the total assets in the company’s consolidated financial statements, and the total operating revenue accounts for 98.48% of the total operating revenue in the company’s consolidated financial statements.
The scope of internal control evaluation covers the core business processes of the company and its subsidiaries, focusing on the internal control risks in high-risk areas such as capital operation, sales business, procurement business, asset management and investment. The specific contents are as follows:
1. Internal environment
In accordance with the company law, the guidelines for the governance of listed companies, the Listing Rules of Shenzhen Stock Exchange and other laws and regulations, the company has established the organizational structure of the general meeting of shareholders, the board of directors, the professional committees for audit, nomination, strategy and salary assessment, the board of supervisors and the management at all levels with clear functions and powers. According to the structure of parent and subsidiary companies, the company has established and improved the subsidiary responsibility system under the leadership of departments and offices, forming a smooth operation A parent subsidiary management and control system with efficient management and strong control.
In combination with the current situation and future trend, the company has formulated development plans and long-term development goals. Focusing on the company’s development strategy, the company has established a strategic planning and development leading group to accelerate the transformation and development of the main industry of profiles, accelerate the layout of environmental protection and new materials industry, maintain rapid growth of diversified products, smoothly implement new M & A projects, orderly promote the industrial Internet, and initially build a development pattern of dual main industries. Improve the incentive and restraint mechanism of human resources, set up a scientific assessment and evaluation system, strengthen the training and professional assistance of Shenzhen New Industries Biomedical Engineering Co.Ltd(300832) , new project personnel, and pay attention to integrating the corporate culture concept of “conch” into the whole process of production and operation, so as to organically combine the corporate culture with the development strategy, ensure the effective implementation of internal control and meet the needs of the company’s sustainable development.
2. Risk assessment
The company has established risk assessment procedures such as risk identification, risk analysis and risk response strategies to identify and assess various risks that the company may encounter in its business activities, carry out risk assessment by combining qualitative and quantitative methods, identify and assess major risks faced by the company according to the possibility and impact of risks, formulate corresponding risk response strategies and identify the risk management responsible department, And follow up the implementation.
3. Control activities
The company strengthened the management and control of key control points of major business operations such as project management, capital operation, sales business, procurement business, asset management and financial reporting. Professional departments and offices organized professional inspection and evaluation of subsidiaries every six months to continuously improve the professional management and control level and ensure the effective operation of the internal control system.
(1) In terms of project management, strengthen the preliminary research of the project, organize special research and on-site investigation for aluminum materials, catalysts, high-end molds and other projects, fully understand the industry and market conditions of the project, and fully grasp the first-hand data; Strengthen research and analysis, make prudent decisions, hold special development meetings for many times, discuss and demonstrate the research projects and investment targets, and timely improve the risk control in the process of project development; For the projects approved by the company, personnel were transferred from departments and subsidiaries to set up a project team to carry out due diligence and acquisition, merged and reorganized Henan conch Songji new materials Co., Ltd. (formerly “Henan zhonghengmei new materials Co., Ltd.), expanded and extended the photovoltaic supporting industry chain, the Thai project was fully put into operation, the construction of Guangxi Laibin SCR project was started, and the layout of” double main business “of the company was accelerated, The momentum of high-quality development has increased significantly. (2) In terms of capital operation, the company unifies the examination and approval of investment and financing, coordinates the fund dispatching, implements the direct connection between UFIDA NCC bank and enterprise, collects the idle funds of subsidiaries for centralized financial management, and realizes the financial management income of 606500 yuan in the whole year. The bank account management of subsidiaries is strictly enforced, the measures for the management of Wuhu Conch Profiles And Science Co.Ltd(000619) bank accounts is strictly implemented, the payment of online bank accounts is controlled, the authority of level-by-level examination and approval process is established, and the standing book is registered and checked in time, Ensure the capital security of online banking account; Strengthen the unified monitoring of the capital business of subsidiaries, and strictly implement the requirements for the separation of responsibilities, authorities and posts in various links such as financing, investment and operation, so as to ensure the safe and effective operation of capital activities.
Formulate and issue the Interim Measures for guarantee management to standardize guarantee behavior and effectively control guarantee risk.
(3) In terms of sales business, in the face of complex and severe operation and market situation, we made comprehensive measures, made every effort to raise prices, stabilize volume and increase efficiency, increased sales revenue year-on-year, and diversified operation hit a new record. Seize the opportunity of the sharp rise in PVC market price, take the lead in promoting the “PVC + processing fee” pricing model in the industry, promote the formation of industry consensus, and inject fresh vitality into the healthy and orderly development of the industry. Diversified and rapid development, continuous optimization of industrial structure, year-on-year growth in sales of aluminum materials, doors and windows and ecological flooring, aluminum strategic cooperation was reached with 16 national key real estate enterprises such as country garden and Greenland, a number of image projects were established in the field of hotels and schools, and foreign trade sales reached 13 countries. For key links such as price management, engineering public relations, capital return and cost control, the Interim Provisions on aluminum sales price, customer credit evaluation business guidance, Interim Measures on cross regional project management and Interim Provisions on sales cost management have been formulated and issued, and the implementation of rules and regulations such as Interim Measures on sales capital and settlement management has been continuously carried out to ensure that all sales risks are controlled.
(4) In terms of procurement business, the company focuses on the procurement management of bulk raw materials, establishes a monthly procurement plan review mechanism and market analysis mechanism, organizes public bidding for PVC raw material channels, and actively develops and optimizes the elimination of upstream raw material channels; We have continuously strengthened the construction of procurement system, formulated and issued detailed rules for the management and implementation of raw material plan, measures for the management of material procurement bidding, measures for the management of material supply, detailed rules for the implementation of raw material quantity acceptance, raw material circulation control process, principles and processes for payment for PVC procurement and other systems, and implemented strict approval, acceptance and payment control for material procurement to ensure that the risks in material procurement are controlled.
(5) In terms of production and technology R & D, seize the “double carbon” opportunity, increase the research on local energy-saving policies, develop system doors and windows that meet the requirements of 80% energy-saving standards, complete the technology upgrading and product certification of ultra-low energy consumption passive windows, promote the R & D and production of medium and low temperature SCR denitration catalysts, carry out the R & D of two-dimensional nano material modified PVC project with China University of science and technology, increase the promotion and application of HPG pellets, and complete the promotion and application of multi-element titanium dioxide additives The application test of new additives such as nano calcium carbonate will comprehensively promote the new formula of BN / gn0610 and improve the competitiveness of products.
(6) In terms of engineering projects, the engineering management process specification is formulated for engineering construction projects to clarify management responsibilities, construction period objectives and process control requirements. Through the refinement of the specific control measures for the construction of the project, a standardized control and management system has been formed and well implemented from the key links such as the review of the conditions before the commencement of the project, the bidding of the construction unit, the joint review of the construction drawings, the control of the construction quality and progress, the payment of the project progress, and the completion acceptance of the project. At the same time, the measures for the management of mechanical and electrical equipment procurement are carefully implemented, and the engineering equipment procurement is subject to public bidding, which ensures that the equipment procurement is open, fair and transparent, and the asset procurement cost is controlled.
(7) In terms of safety and environmental protection management, it has formulated and issued the measures for the administration of work safety and occupational health, the measures for the administration of work safety, the measures for the administration of work safety responsibility system, the comprehensive emergency plan for domestic and foreign safety emergencies and other systems, established and improved safety operation procedures and emergency plans, and established a relatively perfect safety management system. In terms of environmental protection management, the company has formulated and issued environmental protection management and other systems, carried out pollutant discharge permit handling, strengthened environmental protection treatment, carried out technical transformation of VOCs treatment, and improved the company’s cleaner production level. We will earnestly implement the government’s requirements for epidemic prevention and control, and do a solid job in normalized epidemic prevention and control.
(8) Management and control of subsidiaries. The company uniformly manages the business strategy and risk management strategy of its subsidiaries. Including: appointing senior managers to subsidiaries and establishing a more targeted subsidiary management model in accordance with relevant laws and articles of association and in combination with the characteristics of subsidiaries; Formulate and manage the business objectives of subsidiaries, and implement the regular meeting communication and work situation reporting system. The company comprehensively manages or supervises the standardized operation, investment, information disclosure, financial capital and guarantee management, personnel, production and operation of its subsidiaries.
4. Information and communication
With the help of internal OA information platform, the company has established a relatively complete information and communication system, realized the standardized operation of internal important information collection, processing and sharing, and timely and effective communication; The implementation of online approval has improved the degree of office automation. The office has established a tracking management process for important business information of subsidiaries, formulated and issued a major event reporting system, and formed a normalized and standardized major event reporting mechanism. The Department has established the weekly coordination meeting system, and the production quality department is responsible for supervising the arrangement of the weekly meeting, which has strengthened the timely communication of information and work execution.
Join hands with helcaos, the industry’s leading supplier of industrial Internet platform, to build the industry’s first industrial Internet platform. In 2021, we completed the construction of industrial basic platform and big data core platform, opened up internal data connection, accelerated the online operation of sales business and the construction of whole house customization function according to the principle of market first, and promoted the upgrading of experience stores and the expansion of home decoration market. At the same time, we will improve the functions of automatic production scheduling, code scanning and warehousing, carry out the demonstration of profile section online detection technology, promote the reform of profile production and marketing mode and management process reengineering, and realize the whole life cycle management of products. The company’s sales, delivery and inventory information system realizes the process control of sales collection and product delivery, as well as the timely collection, processing and transmission of information; The material supply information system realizes the process control of contract management, purchase payment, consumption collection and inventory management, and grasps the material receiving, dispatching and inventory information in real time; The financial NCC system has basically realized integrated control. The company’s internal information collection, processing and transmission procedures are standardized, the operation is smooth, and the communication is timely and effective.
The company shall timely disclose the major events of the company in strict accordance with the requirements of listed companies, and the information disclosure shall be true, accurate and complete. At the same time, the company has maintained good information communication with financial institutions, important suppliers, core customers and government departments, creating a good external environment for the company’s operation and development.
5. Internal supervision
The company has established a sound internal supervision mechanism, the board of supervisors has effectively supervised the establishment and implementation of internal control by the board of directors, the audit committee of the board of directors has carried out independent review and supervision on the establishment and implementation of internal control, independent directors have expressed independent opinions on the operation and self-evaluation of internal control, and established an internal supervision committee, which has formed administrative supervision, business supervision Supervision and management system of audit supervision.
In terms of administrative supervision, the company implements the annual salary system and the annual target responsibility system management system for the senior executives and the members of the operation team of each subsidiary, and the subsidiaries implement the annual target responsibility system management system for the middle-level managers. Through the signing, supervision and fulfillment of the annual target responsibility system, the company standardizes the duty performance behavior of the senior executives, the members of the operation team of each subsidiary and the middle-level managers of the subsidiary.
In terms of business supervision, the financial department is responsible for contract risk management and audit and supervision of various economic businesses; The human resources department is responsible for supervising the recruitment, training, promotion and adjustment of personnel of subsidiaries; The marketing department and material supply department have established a monitoring mechanism for the sales and procurement business of subsidiaries; The production quality department and Engineering Technology Department have established a supervision mechanism for the production control and project construction of subsidiaries. Through supervision and inspection, all professional departments and offices point out deficiencies, put forward improvement suggestions, and track the implementation of rectification.
The board of directors of the company has an audit committee to guide and supervise the establishment and implementation of the internal audit system and ensure the standardization of the company’s internal audit work. Under the direct leadership of the audit committee, the Audit Office independently carries out the company’s internal audit according to law. The audit office has full-time personnel to audit the legitimacy, compliance, authenticity and integrity of the economic activities of the company’s wholly-owned and holding subsidiaries, evaluate the rationality of the internal control design and the effectiveness of the implementation, and solve the audit problems
