Guangdong Chaohua Technology Co.Ltd(002288)
Self evaluation report on internal control in 2021
Guangdong Chaohua Technology Co.Ltd(002288) 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 internal control system and evaluation methods of Guangdong Chaohua Technology Co.Ltd(002288) (hereinafter referred to as the “company”), on the basis of daily and special supervision of internal control, We conducted a self-evaluation on the effectiveness of the company’s internal control as of December 31, 2021 (the benchmark date of the 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 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 the situation 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) basis of internal control evaluation
This evaluation report evaluates the effectiveness of the company’s internal control design and operation as of December 31, 2021, based on the daily and special supervision of internal control, in accordance with the requirements of the basic norms of enterprise internal control and its supporting guidelines jointly issued by the Ministry of finance, the CSRC and other five ministries and commissions.
(II) 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: Guangdong Chaohua Technology Co.Ltd(002288) , Meizhou Chaohua circuit board Co., Ltd., Meizhou Chaohua electronic insulation material Co., Ltd., Meizhou Chaohua CNC Technology Co., Ltd., Guangzhou Taihua multilayer circuit Co., Ltd., Meizhou Taihua circuit board Co., Ltd., Huizhou Hezheng Electronic Technology Co., Ltd., Shenzhen Qianhai Chaohua Investment Holding Co., Ltd., Shenzhen Chaohua Equity Investment Management Co., Ltd Shenzhen huaruixin Supply Chain Management Co., Ltd., Guangdong Chaohua New Material Technology Co., Ltd., xipengda Hotel Management (Guangdong) Co., Ltd., Guangxi Chaohua Industrial Co., Ltd., etc. 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.
Management organization: President’s office, finance department, marketing department, human resources department, procurement department, audit department, securities department, legal department and R & D center.
The main operations and matters included in the scope of evaluation include:
The internal control processes at the governance and control level include: organizational structure, development strategy, human resources, social responsibility and corporate culture.
The internal control processes at the business control level include: financial report, capital activities, procurement business, asset management, sales business, research and development, engineering project, contract management, internal information transmission and information system.
Focus on the following high-risk areas: capital activity risk, procurement management risk, sales management risk, asset management risk, accuracy and integrity of accounting information, 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.
In 2021, the company vigorously promoted the construction of internal control system, further defined the organization and responsibilities of risk management and internal control, combed and integrated the internal control system, including financial management, fund-raising management, human resource management, sales management, procurement management, production management, quality management, investment management, budget management, related party transaction management, contract management, guarantee management, product R & D management Corporate culture management, social responsibility management, development strategy management and other aspects.
In terms of internal control process, the company insists on continuous improvement and optimization to effectively promote the improvement of internal control management level. It has basically established a closed-loop management mode of decision-making, implementation, supervision and improvement and a restriction mechanism of incompatible post separation, gradually formed a set of internal control system suitable for the development of the company, and continuously supervised the effectiveness of its operation. (III) internal environment
1. Governance structure and organizational structure
In strict accordance with the requirements of the company law, the securities law and other laws and regulations and the provisions of the articles of association, the company has established and improved the standardized rules of procedure of the general meeting of shareholders, rules of procedure of the board of directors, rules of procedure of the board of supervisors and rules of procedure of the president, and defined the responsibilities and authorities in decision-making, implementation and supervision, A reasonable division of responsibilities and check and balance mechanism have been formed. The general meeting of shareholders is the highest authority of the company, and the board of directors is the decision-making body of the company. It has five special committees: strategy, audit, nomination, salary and assessment and corporate governance, which are responsible for the construction and implementation of internal control system; The management of the company is responsible for organizing and leading the daily operation of the internal control system; The president of the company is fully responsible for the daily operation and management activities of the company under the leadership of the board of directors. The board of supervisors is responsible to the general meeting of shareholders. It is the supervision organization of the company. It is responsible for supervising the directors, President and other senior managers of the company to perform their duties according to law, and supervising and inspecting the company’s financial status and internal control standard system. The company’s organizations have clear rights and responsibilities, check and balance each other, and perform necessary supervision on the operation, capital, personnel, finance and other major aspects of holding or wholly-owned subsidiaries.
2. Development strategy
The strategy committee of the board of directors shall perform its strategic management responsibilities in accordance with the rules of procedure of the strategy committee. Relevant management departments are responsible for the coordination and monitoring of the company’s internal strategic operation management; The company ensures the realization of enterprise development goals and healthy and sustainable development through specific control measures such as strategy formulation, decomposition and implementation, supervision and assessment. 3. Human resources
Human resource is the first resource for the development of the enterprise. The company gradually improves the human resource management system and mechanism, actively promotes target management, promotes the effective performance of employees’ work responsibilities, keeps the employee performance and department performance consistent with the direction of the company’s overall performance objectives, and ensures the achievement of the company’s overall business objectives.
4. Social responsibility
The company attaches great importance to the performance of relevant social responsibilities and implements the performance of social responsibilities in all links of the production and operation process, including safety production, product quality, environmental protection, resource conservation, employment promotion, employee rights and interests protection, so as to effectively coordinate economic and social benefits, short-term and long-term interests, self-development and social development, and realize the coordination between the company and employees, the company and society Harmonious development between the company and the environment.
5. Corporate culture
We should foster a sense of responsibility and cooperation, foster a sense of honesty and professionalism, and foster a sense of social responsibility and professionalism. According to the needs of organizational development, the company accelerates the promotion and construction of corporate culture in line with the company’s development, and constructs a new system from the material level to the concept level.
6. Internal audit
In order to prevent the company’s management risks, strengthen internal control and continuously improve operation and management, the company has improved and improved the internal audit system, and equipped full-time auditors to carry out audit work independently. The head of the audit department has the necessary professional knowledge and experience. Under the leadership of the audit committee of the board of directors of the company, the audit department shall supervise and inspect the operation and management, financial status and internal control implementation of the company and its subsidiaries in accordance with relevant national regulations and policies and the company’s internal control system, and regularly report to the board of directors and the audit committee. The internal control defects found in the supervision and inspection shall be reported in accordance with the internal audit procedures; The audit department has the right to report directly to the board of directors, its audit committee and the board of supervisors on the major defects of internal control found in the supervision and inspection. (IV) risk assessment
The company has systematically and objectively identified and evaluated the main risks of the company from the five aspects of strategy, market, operation, finance and law, fully considered the possibility of potential events and the impact on the realization of the company’s objectives, completed the control process from risk collection and identification, risk assessment, risk response, control and supervision, and reduced the impact of risks on the company to the lowest or tolerable range.
(V) control activities
In order to reasonably ensure the realization of strategic objectives, the company has established relevant control procedures and measures, mainly including incompatible job separation, authorization approval control, accounting system control, property protection control, budget control, operation analysis control and performance evaluation control. Among them, important control activities are reflected in the following aspects:
1. Management of subsidiaries (or subsidiaries under subsidiaries)
The company implements the management and control of subsidiaries by appointing directors, supervisors and key senior managers to subsidiaries (or subsidiaries under subsidiaries). At the same time, a unified financial reporting system is implemented for subsidiaries, requiring them to regularly submit monthly, quarterly and annual financial statements, operation reports and monthly major event reports to the company, so as to ensure the effective control of daily operation and operation risks of holding subsidiaries.
2. Related party transactions
In accordance with the relevant provisions of the company law and the stock listing rules of Shenzhen Stock Exchange, the company has made strict provisions on related party transactions in the articles of association, the rules of procedure of the general meeting of shareholders and the rules of procedure of the board of directors, including the avoidance of voting system, decision-making authority, decision-making procedures, information disclosure and other contents of related party transactions, determined the list of related parties and updated it in time to ensure that the list of related parties is true Accurate and complete, and related party transactions follow the pricing principles of market justice, fairness and openness.
3. Foreign investment
In order to standardize the investment management behavior and control the investment risk, the articles of Association defines the approval authority and approval procedures of the general meeting of shareholders and the board of directors for the company’s major investment. The general meeting of shareholders is the final decision-making body of the company’s foreign investment, and the board of directors decides the company’s foreign investment within the scope of authorization of the general meeting of shareholders. The company has established corresponding management regulations for the application and acceptance, inspection and evaluation, implementation and monitoring of investment projects to ensure the effective operation of the projects.
4. Financial management
In accordance with the company law, accounting law, internal accounting control norms and other laws and regulations, the company has established a relatively perfect internal control system for financial management, covering accounting, fund management, financing management, budget management, financial reporting and other aspects. Control measures have covered important risk areas, and the system regulations have been effectively followed.
5. Sales and collection
The company continues to improve the management system and process related to sales and collection business, clarify the responsibilities and approval authority of sales, delivery, collection and other links, handle sales and collection business according to the specified procedures, take and improve the customer credit rating system, strictly control the credit sales management and current account management, regularly check the current account with customers, pay close attention to the collection management and other control measures to ensure the realization of the enterprise’s sales and collection objectives.
In view of the problems existing in the warehouse in and out management and sales management of individual subordinate companies, the company organized multiple departments such as finance, production and storage to sort out the existing processes and systems, carefully study the company’s financial management system and internal control system, and strengthen the standardized management of the financial accounting link, sales warehouse out link and collection link of waste sales from the aspects of system and process, so as to ensure the consistency of waste accounts and reality, Financial accounting meets the relevant requirements of accounting standards. The company will further ensure the standardization and legality of waste warehousing management and sales management through process sorting, system control and internal supervision.
6. Procurement and payment
The company reasonably plans and adjusts the organization and post responsibilities of procurement and payment business, improves the relevant systems of procurement business, defines the business processes of inventory requisition, approval, procurement, bidding, acceptance, payment and supplier management, establishes a price supervision mechanism, regularly checks and evaluates the effectiveness of procurement control measures, and ensures that material procurement meets the production and operation needs of the enterprise.
7. Research and development
The company attaches great importance to the research and development of new technologies and products. According to the development strategy and in combination with the requirements of market development and technological progress, the company scientifically formulates the R & D plan, strengthens the management of the whole process of R & D, effectively plans and supervises the R & D progress, quality and resource allocation of products, promotes the transformation and effective utilization of R & D achievements, and continuously improves the independent innovation ability of the enterprise.
8. Production and cost
According to the requirements of cost control, the company establishes and improves the internal management system and process of production operation and cost accounting to ensure that the daily production and operation of the enterprise operate as expected. Led by the president’s office, the company regularly convenes the heads of relevant departments and subsidiaries to hold production and operation management analysis meetings every month, responsible for the control, strategy and decision-making of product cost, quality cost and expense management, and effectively promote the implementation of the company’s overall cost control objectives. In addition, the company strengthened the waste management in the production workshop, refined the requirements for the management of waste in and out of the warehouse account and sales out of the warehouse, and strictly implemented the accountability system.
9. Fixed assets and construction in progress
The company has established relevant systems and processes for the management of fixed assets and projects under construction, and established corresponding controls on asset planning, procurement, storage, use, scrap disposal, etc
