Company code: Shanghai Putailai New Energy Technology Co.Ltd(603659) company abbreviation: Shanghai Putailai New Energy Technology Co.Ltd(603659)
Shanghai Putailai New Energy Technology Co.Ltd(603659)
Internal control evaluation report in 2021
Shanghai Putailai New Energy Technology Co.Ltd(603659) 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). I 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. II Internal control evaluation conclusion 1 On the benchmark date of the internal control evaluation report, does the company have any major defects in the internal control of financial reporting
□ yes √ no
2. Evaluation conclusion of internal control over financial reporting
√ valid □ invalid
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. 3. Whether major defects in internal control over non-financial reporting are found
□ yes √ no
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. 4. Factors affecting the evaluation conclusion of internal control effectiveness from the benchmark date of internal control evaluation report to the date of issuance of internal control evaluation report □ applicable √ not applicable
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. 5. Whether the internal control audit opinion is consistent with the company's evaluation conclusion on the effectiveness of internal control over financial reporting
√ yes □ No 6 Whether the disclosure of major defects in internal control of non-financial reports in the internal control audit report is consistent with the disclosure of the company's internal control evaluation report √ yes □ no III Internal control evaluation (I) 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. 1. The main units included in the evaluation scope include Shanghai Putailai New Energy Technology Co.Ltd(603659) and 33 wholly-owned and holding subsidiaries:
Shanghai Putailai New Energy Technology Co.Ltd(603659) (the company)
Xinjiang Zichen Technology Co., Ltd. and Zichen new energy materials Co., Ltd. of Inner Mongolia Zichen Technology Co., Ltd. and Zichen new energy materials Co., Ltd;
Automation equipment division: Jiangsu Beijing Centergate Technologies (Holding) Co.Ltd(000931) Jiatuo new energy equipment Co., Ltd., Shenzhen xinjiatuo Automation Technology Co., Ltd., Jiangxi Jiatuo Intelligent Equipment Co., Ltd., Ningde Jiatuo Intelligent Equipment Co., Ltd., Dongguan Jiatuo Automation Technology Co., Ltd., Dongguan Chaohong automation equipment Co., Ltd., Sichuan Jiatuo Intelligent Equipment Co., Ltd. and Guangdong Jiatuo Automation Technology Co., Ltd;
Membrane materials and coating division companies: Dongguan zhuogao Electronic Technology Co., Ltd., Dongguan Zhuoyue New Material Technology Co., Ltd., ningdezhuo high tech Material Technology Co., Ltd., Jiangsu zhuogao high tech Material Technology Co., Ltd., Liyang Zhuoyue New Material Technology Co., Ltd., Liyang Yuequan electric energy Co., Ltd., Shanghai Yuequan electric energy Technology Co., Ltd., Dongguan zhuogao high tech energy technology Co., Ltd Sichuan zhuoqin New Material Technology Co., Ltd., Guangdong zhuogaoxin Material Technology Co., Ltd., Zhejiang Jidun New Material Technology Co., Ltd., Liyang Jidun New Material Technology Co., Ltd., Sichuan Jidun New Material Technology Co., Ltd., Ruyuan Guangdonghectechnologyholdingco.Ltd(600673) fluororesin Co., Ltd;
Other companies: Shanghai Shanghai Putailai New Energy Technology Co.Ltd(603659) New Energy Technology Co., Ltd., Hong Kong Ansheng Technology Co., Ltd., Shanghai Lufeng Investment Co., Ltd., Hainan Shanghai Putailai New Energy Technology Co.Ltd(603659) New Energy Technology Co., Ltd., Hainan Pujing New Material Technology Co., Ltd;
Shenzhen tuojia Intelligent Equipment Co., Ltd. and Shanghai tuojia Intelligent Equipment Co., Ltd Guangdong Jiatuo Automation Technology Co., Ltd. is a wholly-owned subsidiary of Jiangsu Beijing Centergate Technologies (Holding) Co.Ltd(000931) Jiatuo, Dongguan Chaohong automation equipment Co., Ltd. is a holding subsidiary of Jiangsu Beijing Centergate Technologies (Holding) Co.Ltd(000931) Jiatuo, and the rest are wholly-owned subsidiaries of the group. 2. Proportion of units included in the scope of evaluation:
Proportion of indicators (%)
The ratio of the total assets of the units included in the evaluation scope to the total assets of the company's consolidated financial statements 100
The total operating income of the units included in the evaluation scope accounts for 100% of the total operating income in the company's consolidated financial statements
3. The main operations and matters included in the scope of evaluation include:
The evaluation scope includes the evaluation of the overall effectiveness of the internal control system, including the five elements of internal environment, risk assessment, control activities, information and communication and internal supervision:
(1) Internal environment: including organizational structure, development strategy, human resources, social responsibility, corporate culture and environmental protection;
(2) Risk assessment: including internal and external risk assessment and risk prevention throughout the whole process of production and operation;
(3) Control activities: including transaction approval and authorization control, fund payment control, financial report, engineering project management, budget control, financial management, sales and procurement management, asset management, cost management, credit management, technology R & D project management, investment and financing management, external guarantee management, performance management, safety production management, etc;
(4) Information and communication: refers to the construction and management of information system to ensure the effectiveness and timeliness of internal information transmission and the accuracy and timeliness of external information disclosure management.
(5) Internal supervision: the board of directors of the company has an audit committee, and the company takes the board of supervisors and the audit department as the institutions to supervise and audit the company. In accordance with the principle conducive to prior, in-process and post supervision, it is specially responsible for supervising and inspecting the implementation of business activities and internal control, evaluating the inspection objects and contents, and putting forward improvement suggestions and handling opinions, so as to ensure the implementation of internal control and the normal operation of production and operation. 4. High risk areas of focus mainly include:
The risk areas of focus include fund management, foreign investment management, investment project management, foreign guarantee management, subsidiary control, procurement management, financial management, contract management, credit management, related party transaction management, information disclosure management, etc.
Fund management: in accordance with the accounting law, accounting standards for business enterprises and other laws and regulations, the company has successively formulated and promulgated the operation guidelines for the standardized use of raised funds and the management system of raised funds, strengthened fund management, strictly controlled the conditions, procedures and approval processes of fund revenue and expenditure, and required the group and its subsidiaries to strictly implement them to ensure the standardized, safe, efficient and transparent use of raised funds and protect the interests of investors. In the actual allocation and use of raised funds, OA system management is used to strengthen the control of key nodes in fund allocation and use. Higher management requirements are put forward for the fund allocation and redundancy caused by changes, advance and delay in the implementation of raised investment projects by subsidiaries, the use specification of idle raised funds and external supervision on fund management are increased, the fund use statement is prepared at the end of each month, and the raised funds are used and disclosed in accordance with the requirements of the CSRC.
Foreign investment management: in accordance with the company law, the securities law and other relevant laws and regulations, and in combination with the specific situation of the company, the company has formulated the rules of procedure of the general meeting of shareholders, the rules of procedure of the board of directors and the foreign investment management system, established various scientific decision-making procedures, made detailed provisions for important links such as investment decision-making and subsequent daily management, and clarified the decision-making approval authority, subsequent daily management Key links and treatment methods such as transfer and recovery, major event report and information disclosure have further improved post investment management to reduce the risk of foreign investment and ensure the safety of relevant operating and investment funds.
Investment project management: in order to strengthen the management of investment projects, the company has established a series of internal control management systems, such as foreign investment management system, bidding management system, budget management system, project management regulations and so on. It is clear that the general manager of each business division is the person in charge of the project, carries out the budget responsibility system management, and carries out the whole process division of labor and authorization from the planning, declaration, budgetary estimate, budget, planning and implementation of the whole capital investment project. In the process of the project, the general manager's office, the finance department, the capital department, the legal department, the capital construction department and other departments shall cooperate and control, and the audit department shall conduct regular and routine audit on the engineering construction and implementation of capital investment projects, supervise and inspect the implementation budget of project investment, and feed back the problems found to the management in time.
According to the needs of the all-round development of investment projects, the company has also strengthened the training of talents and the training and improvement of existing teams. It is equipped with a professional working team and a professional audit team to carry out the whole process audit of all projects of the company in advance, during and after the project, focusing on the investment estimation, design estimate and budget amendment, construction drawing budget, the whole process of bidding, contract signing, change management Track and supervise key links such as completion settlement and project final settlement, and effectively control the cost of each project node.
External guarantee management: in accordance with the company law, the securities law and other laws and regulations, the articles of association, the rules of procedure of the general meeting of shareholders and the rules of procedure of the board of directors, the external guarantee management system has been formulated to uniformly manage the external guarantee of the company, and detailed provisions have been made on the review of external guarantee objects, approval procedures, external guarantee management and information disclosure, with emphasis on guarantee risk management; The general meeting of shareholders and the board of directors of the company, as the approval and decision-making body of external guarantee, implement the approval in strict accordance with various regulatory provisions and the company's system. Independent directors need to express independent opinions on guarantee matters and make special explanations on external guarantee in the annual report.
Management and control of subsidiaries: the company has formulated the management system of subsidiaries and implemented unified decision-making and operation management of subsidiaries. The responsibility and authority of the management personnel of the subsidiary company shall be clarified through the review procedure of the subsidiary company. The main management personnel of the subsidiary are directly appointed by the company and directly managed by the headquarters of the company. The company formulates the financial management system, implements the vertical and unified management of the financial and accounting work of the subsidiary, appoints and recommends the financial management personnel of the subsidiary according to the investment situation of the company, and appoints and dismisses them according to the procedures specified by the company. The company regularly or irregularly audits and supervises the operation of its subsidiaries. The inspection and supervision of the implementation of the internal control system of subsidiaries, the authenticity and legitimacy of financial information and the rational utilization of assets have achieved good results in improving the overall operation efficiency and anti risk ability of the company.
Procurement management: the company strengthens the authority refinement and systematic control of procurement business posts, establishes supplier evaluation and access system, regularly carries out qualified supplier evaluation, improves equipment procurement bidding management system and process, and strictly standardizes procurement business processes such as procurement plan, procurement implementation, procurement contract approval, procurement acceptance, storage, invoice entry and payment. In terms of price, conduct market inquiry from time to time, grasp the market dynamics of raw material prices in real time, and reduce procurement costs in time. In addition, it has established an anti fraud reporting system, established a reporting mailbox and acceptance and processing process, and implemented a supplier contract signing temsector with integrity agreement and reporting QR code within the group. For large-scale procurement, according to the bidding management system, refine the bidding process, establish a bidding team, and conduct bidding for equipment procurement of more than 1 million in strict accordance with the regulations. Through the management of the above system, the company has no major loopholes in the control of procurement and payment during the reporting period.
Financial management: in order to standardize the company's financial management and ensure the authenticity and accuracy of the company's financial report, the company has formulated perfect financial systems such as basic financial accounting system, financial management system, financial reporting system, budget management regulations, cost management system, accounts receivable management regulations, inventory management system, credit management, expense invoice management, asset management, engineering infrastructure and tax management, Ensure that the accounting materials are true, legal and complete, the setting of accounting subjects is reasonable, timely and accurately provide the information required for operation and management activities and financial information in line with national requirements, improve the level of fund management, reduce the risk of financial information management, and standardize financial management. During the reporting period, the company's accounting, preparation of financial statements and management of accounting archives were carried out in strict accordance with the above systems, and timely and accurately provided the information required for business management activities and financial information in line with the requirements of accounting standards for business enterprises.
Contract management: the company has formulated the contract management measures, set up corresponding responsible departments to manage contract affairs, defined the responsibilities and authorities of relevant posts, formulated control measures for business processes including contract review and signing, contract performance, contract change and dissolution, and contract dispute handling, assisted the contract approval and seal use process by information means, and improved relevant control measures, Promote the effective performance of contracts, achieve risk control closed loop, and earnestly safeguard the legitimate rights and interests of the company. The signing of sales, procurement, investment and financing, capital construction and other contracts shall be examined and approved in strict accordance with the process of authority examination and approval form. Major contracts signed by holding subsidiaries exceeding a certain amount shall be submitted to the headquarters for examination and approval before signing. The legal affairs department and the audit department regularly carry out special contract inspection to avoid risks as much as possible
