Unisplendour Corporation Limited(000938)
Internal control evaluation report in 2021
Unisplendour Corporation Limited(000938) all shareholders:
According to the provisions of the basic norms of enterprise internal control and its supporting guidelines and other internal control supervision requirements (hereinafter referred to as the enterprise internal control standard system), combined with the company's (hereinafter referred to as the company's) internal control system and evaluation methods, on the basis of daily and special supervision of internal control, We evaluated the effectiveness of the internal control of the company and the companies within the scope of consolidation as of December 31, 2021 (the benchmark date of the internal control evaluation report). 1、 Board 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 system. 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
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: Unisplendour Corporation Limited(000938) , Xinhua three Group Co., Ltd., Ziguang digital (Suzhou) Group Co., Ltd., Ziguang Software System Co., Ltd., Ziguang Western Data Co., Ltd., Shenzhen Ziguang Information Port Co., Ltd., Ziguang cloud Technology Co., Ltd., Ziguang Shaanxi digital big data Co., Ltd., Ziguang Computer Technology Co., Ltd., Beijing Ziguang Resource Technology Co., Ltd, 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 main businesses and matters included in the evaluation scope include: corporate governance, organizational structure, strategic management, social responsibility, corporate culture, securities affairs, financing guarantee management, investment management, procurement management, sales management, property management, asset management, research and development, engineering projects, business outsourcing, financial management, budget management, human resources, information system, contract management, administrative integration Risk management and internal supervision; The high-risk areas of focus mainly include investment management risk, capital risk, asset management risk, subsidiary management risk, 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.
The company evaluates the company's internal control from the five constituent elements of internal control - internal environment, risk assessment, control activities, information communication, inspection and supervision:
Internal environment
1. Corporate governance structure
In accordance with the requirements of the company law, the securities law, the articles of association and other relevant laws and regulations, the company has established the general meeting of shareholders, the board of directors, the board of supervisors and the management under the leadership of the board of directors.
The general meeting of shareholders is the highest authority of the company, which manages and supervises the company through the board of directors and makes decisions on major matters of the company; The board of directors shall be responsible to the general meeting of shareholders and manage and make decisions on the company within the scope of authority entrusted by the general meeting of shareholders; The board of supervisors is the supervisory body of the company and is responsible for the general meeting of shareholders; The president of the company is appointed by the board of directors. Under the leadership of the board of directors, he is responsible for the daily operation and management activities of the company and the implementation of relevant resolutions of the general meeting of shareholders and the board of directors.
The board of directors has set up special committees such as audit committee, salary and assessment committee, and formulated the rules of procedure of each committee. Each committee can work well according to its own rights and responsibilities. The board of directors of the company consists of seven directors, including three independent directors. The establishment and operation of the general meeting of shareholders, the board of directors, the board of supervisors and the management shall be carried out in accordance with the company law, the securities law, the relevant provisions of the CSRC, the articles of association and relevant provisions of the company. The board of directors, the board of supervisors and the management are diligent and conscientious, attach great importance to the company's internal control, and ensure the company's standardized operation, scientific decision-making and the effective implementation of various internal control systems.
2. Development strategy
As a digital solution provider for the construction of a new generation of cloud computing infrastructure and industry smart application services, the company provides technology-leading full stack ICT infrastructure and services such as network, computing, storage, cloud computing, security and intelligent terminals. The company has the ability to provide one-stop digital solutions for Industry smart applications, as well as full life-cycle services such as top-level design, software development, system integration and operation and maintenance management. The company's products, solutions and services are mainly for users in many industries such as government, operators, Internet, finance, education, medical treatment, agriculture, transportation, energy, manufacturing and so on. At present, a full range of products and solutions with independent intellectual property rights and covering IAAs, PAAS and SaaS layers of cloud computing have been formed to provide platform support for the construction of a new generation of information infrastructure, such as cloud computing, big data, artificial intelligence, edge computing, 5g and the Internet of things, and are committed to leading the innovative development of a new generation of cloud computing infrastructure and intelligent applications.
3. Human resource management
Adhering to people-oriented, the company has established and implemented more scientific personnel management systems such as employment, training, assessment, reward and punishment, promotion and elimination, formulated effective human resource planning according to the company's development plan, ensured the realization of the company's development objectives, realized the effective allocation of human resources, and created a harmonious working environment and working relationship. In addition, the company pays attention to strengthening the management of professionals and employees in key positions, preventing the loss of talents and funds, effectively preventing the occurrence of fraud, making full use of and reasonably allocating the company's human resources, and enhancing the cohesion and competitiveness of the company.
4. Corporate culture
The company attaches great importance to the construction of corporate culture, cultivates the appeal and cohesion of employees, unifies employees' ideological understanding, standardizes employees' behavior, condenses employees' strength, continuously improves the construction level of corporate culture, further improves the soft power of corporate culture, and creates a positive corporate culture that reflects the awareness of all employees through publicity, education and training.
5. Social responsibility
The company actively fulfilled its responsibilities to the state, society, economy, industry, employees, environment, customers and other stakeholders, comprehensively considered economic, social, environmental and other factors in the company's daily business decisions, and promoted the common sustainable development of itself and society.
risk assessment
The company has established an effective risk assessment process according to its own industry characteristics, risk tolerance and risk preference. The internal audit department took the lead in organizing the collection of information combined with its own actual situation and external environment to ensure the effective identification and response to the internal and external risks faced by the company in its daily operation and management. Through a comprehensive business process combing, the potential risks faced were identified, the identified risks were analyzed quantitatively and qualitatively, and the impact of risks on the realization of the company's objectives was fully evaluated.
Control activities
For incompatible positions involved in the process, implement corresponding separation measures to form a working mechanism of performing their respective duties, assuming their respective responsibilities and mutual restriction;
2. Authorization approval control: supervise the implementation of approval contents and refine authorization levels in combination with systems and control manuals at all levels, and implement the business authorization system of each process;
3. Accounting system control: the company strictly implements the national unified accounting standards and systems, strengthens the basic work of accounting, defines the processing procedures of accounting vouchers, accounting books and financial accounting reports, and ensures the authenticity and integrity of accounting information. The company uses the financial information system to carry out daily accounting, clarify the division of post responsibilities, and ensure the accuracy and reliability of accounting records; 4. Property protection control: the company has formulated the fund management system and fixed assets management system to control the key links such as the acceptance, warehousing, receiving, sending, storage and disposal of physical assets such as monetary funds, inventories and fixed assets, and has taken measures such as division of responsibilities, regular physical inventory, property records and account verification to regularly check accounts receivable, inventories, fixed assets Investigate the problems and potential losses in intangible assets and other items, reasonably withdraw the provision for asset impairment in accordance with relevant regulations, and report the estimated loss, the basis of provision and the items to be written off for approval in accordance with the specified procedures and approval authority;
5. Budget control: according to the budget management system, the company defines the responsibilities and authorities of each budget unit in budget management, and standardizes the procedures of budget preparation, approval, release, implementation and adjustment. And strengthen the examination and approval control of the budget, and combine it with the year-end assessment to ensure the effective implementation of the budget and give full play to the effectiveness of "prior planning, in-process control and post analysis" of the budget in enterprise management;
6. Business control: according to the internal control guidelines and the requirements of standardized operation of listed companies, combined with its own business characteristics and needs, the company has formulated a relatively standardized business control system, including a series of management systems such as procurement, sales, R & D, contract management, investment, financial management and human resources, so as to ensure that all business management work has rules to follow;
7. Subsidiary control: in order to strengthen group management and realize strategic coordination, the company supervises the production and operation, risk control and system construction of each holding subsidiary, and realizes the control of subsidiaries through the appointment of directors and supervisors, budget management, submission for approval and filing of major events and special audits. Through a series of measures to ensure the standardized operation and legal operation of the holding subsidiary;
8. Voucher and record control: the voucher circulation procedure has been reasonably formulated, so that the operators can prepare relevant vouchers in time when executing the transaction. The completed vouchers shall be sent to the planning and finance department as soon as possible for recording, and the registered vouchers shall be filed in order. All transactions must have relevant records for reference and comparison with other related businesses;
9. Investment control: the company's major investment follows the principles of legality, prudence, safety and effectiveness, controls investment risks and pays attention to investment benefits. The articles of association, the rules of procedure of the general meeting of shareholders and the rules of procedure of the board of directors define the authority and procedures of major investment. In order to reduce investment risks, ensure investment safety and improve investment efficiency, the company has formulated the foreign investment management system, which makes comprehensive and clear provisions on the approval and management of foreign investment;
10. Control of guarantee: the company's external guarantee shall follow the principles of legality, prudence, mutual benefit and safety, and shall be implemented in strict accordance with relevant regulations. The articles of Association defines the approval authority of the general meeting of shareholders and the board of directors on external guarantees; The external guarantee management system further specifies the review of external guarantee objects, guarantee approval procedures, review and conclusion of guarantee contracts, management of external guarantees, information disclosure and guarantee responsibilities, and further standardizes the management of the company's external guarantees to ensure the safety of the company's assets;
11. Control of information disclosure: the company has formulated the management measures for information disclosure, standardized the behavior of information disclosure, fulfilled the obligation of information disclosure according to law, strictly abided by the principles of openness, fairness and impartiality, and disclosed information truthfully, accurately and completely. We have been able to treat all investors openly, fairly and fairly, established a registration system for investors' visits and calls, warmly received investors' visits and consultations, and effectively protected the legitimate rights and interests of investors and the company;
12. Control of related party transactions: the related party transactions between the company and related parties follow the principles of fairness, openness and fairness. At the same time, it is clear that the related party transactions of the company must adhere to the principle of good faith, and the related directors and related shareholders avoid voting, so as to ensure the legitimate rights and interests of the company and all shareholders.
Information and communication
The company pays attention to the smooth information communication and information security, and attaches great importance to the timeliness of information collection, processing and transmission, the integrity of anti fraud mechanism, the authenticity of financial reports and the security of information system, so as to ensure the effective transmission of all kinds of internal information and the effective implementation of decisions. internal supervision
In order to improve the corporate governance structure, ensure that the board of directors and the board of supervisors exercise their rights according to law and strengthen the supervision and management of internal control, the company has formulated the rules of procedure of the board of directors, the rules of procedure of the audit committee of the board of directors, the rules of procedure of the board of supervisors and the independent director system.
The board of supervisors exercises the functions and powers of supervising the management behavior of directors and senior managers, inspecting the company's finance and standardizing the performance of duties. The company provides an effective guarantee for the board of supervisors and independent directors to exercise their functions and powers. The audit committee of the company is responsible for reviewing the internal control of the enterprise, supervising the effective implementation of internal control and the self-evaluation of internal control.
Under the direct leadership of the audit committee of the board of directors, the internal audit department regularly organizes the inspection and evaluation of the company's operation and management and the implementation of internal control, reports defects and risks, and ensures the implementation and implementation of the internal control system.
(II) basis of internal control evaluation and identification standard of internal control defects
The company organizes and carries out internal control evaluation according to the enterprise internal control standard system, company system and internal control manual.
According to the identification requirements of the enterprise internal control standard system for major defects, important defects and general defects, and in combination with the company's scale, industry characteristics, risk preference, risk tolerance and other factors, the board of directors of the company distinguished the internal control of financial reports from the internal control of non-financial reports, and studied and determined the specific identification standards of internal control defects applicable to the company.
The identification standards of internal control defects determined by the company are as follows:
1. Identification standard of internal control defects in financial reporting
(1) The quantitative criteria for the evaluation of internal control defects in financial reporting determined by the company are as follows:
Major defects
