Minmetals Securities Co., Ltd
About Emtek (Shenzhen) Co.Ltd(300938)
Verification opinions on self-evaluation report of internal control in 2021
Minmetals Securities Co., Ltd. (hereinafter referred to as "Minmetals securities" or "recommendation institution") as a recommendation institution for initial public offering and listing of Emtek (Shenzhen) Co.Ltd(300938) (hereinafter referred to as " Emtek (Shenzhen) Co.Ltd(300938) " or "company"), in accordance with the administrative measures for recommendation business of securities issuance and listing and the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 13 - recommendation business In accordance with the requirements of relevant laws, regulations and normative documents such as the Listing Rules of Shenzhen Stock Exchange and the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on GEM, the relevant matters of Emtek (Shenzhen) Co.Ltd(300938) self-evaluation report on internal control in Emtek (Shenzhen) Co.Ltd(300938) 2021 have been verified. The details are as follows:
1、 Basic information and important statement of internal control evaluation
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 Emtek (Shenzhen) Co.Ltd(300938) (hereinafter referred to as " Emtek (Shenzhen) Co.Ltd(300938) ," the company "or" the company "), on the basis of daily and special supervision of internal control, The board of directors evaluated the effectiveness of the company's internal control as of December 31, 2021 (benchmark date of internal control evaluation report).
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） Objectives and principles of internal control evaluation
1. Target
Establish and improve the internal organization meeting the requirements of modern management, and form a scientific decision-making mechanism, execution mechanism and supervision mechanism to ensure the realization of the company's operation and management objectives;
Establish an effective risk control system, strengthen risk management and ensure the healthy operation of the company's business activities;
Avoid or reduce risks, plug loopholes, eliminate hidden dangers, prevent and timely detect and correct various errors and fraud, and protect the safety and integrity of the company's property;
Standardize the accounting behavior of the company, ensure the authenticity and integrity of accounting materials, and improve the quality of accounting information;
Ensure the implementation of relevant national laws, regulations, rules and regulations and the company's internal control system.
2. Principle
The internal control complies with the relevant national laws and regulations, the basic norms of enterprise internal control issued by the Ministry of Finance and the actual situation of the company;
Internal control covers all economic businesses, departments and posts within the unit, and is implemented to decision-making, implementation, supervision, feedback and other links according to the key control points in the business processing process;
Internal control restricts all personnel involved in accounting work of the company, and no department or individual shall have the power to go beyond internal control;
Internal control ensures the reasonable setting and division of labor of internal institutions, posts and their responsibilities and authorities, adheres to the separation of incompatible posts, and ensures that the rights and responsibilities of posts in different institutions are clear, mutually restricted and supervised; Internal control follows the principle of cost-benefit and achieves the best control effect with reasonable cost control;
The internal control system is constantly revised and improved with the change of external environment, the adjustment of business functions and the improvement of management requirements.
（2） Scope of internal control evaluation
The company determines the main businesses and matters included in the evaluation scope and high-risk areas according to the risk oriented principle. Those included in the evaluation scope include the company and its 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 main businesses and matters included in the evaluation scope include: internal environment, objective management and risk control, information and communication, internal supervision and key business control activities.
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.
1. Internal environment
The control environment of the company reflects the attitude, understanding and action of the management and the board of directors on internal control and its importance. It is an atmosphere to enhance or weaken the joint action of various policies, organizational efficiency and various factors. The quality of the control environment directly determines whether other controls can be implemented and the effect of implementation. Based on the basic concept of standardized operation, the company actively creates a good control environment, which is mainly reflected in the following aspects: 1.1 corporate governance articles of association
In accordance with the company law, securities law and other relevant laws and regulations, the company has formulated the articles of association, 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, working system of independent directors, rules of procedure of the remuneration and assessment committee of the board of directors, rules of procedure of the audit committee of the board of directors, rules of procedure of the nomination committee of the board of directors The rules of procedure of the strategy committee of the board of directors, the working rules of the general manager, the working rules of the Secretary of the board of directors, the internal audit system, the management system of connected transactions, the management system of external guarantee, the management system of foreign investment, the management system of holding subsidiaries, the internal reporting system of major information and a series of rules and regulations clarify the decision-making, implementation Supervision and other aspects of responsibility and authority, forming a scientific and effective division of responsibilities and check and balance mechanism.
The general meeting of shareholders, the board of directors, the board of supervisors and all special committees under the board of directors shall perform their duties, exercise their rights, vote or express corresponding opinions in accordance with relevant working procedures.
The company has formulated a series of internal management systems, such as human resources management system, financial management system, technology R & D management system, administrative management system, contract management system, quality management system, sales and collection management system, project management system, procurement and payment management system, subcontracting management system, accounting management system, etc, It covers the whole production and operation process of financial management, laboratory management, service procurement, product sales, foreign investment and administrative management, so as to ensure that all work has rules to follow and form a standardized management system.
1.2 corporate governance structure
In strict accordance with the requirements of the company law and other laws and regulations, the company establishes and improves the governance institutions, rules of procedure and decision-making procedures such as the general meeting of shareholders, the board of directors and the board of supervisors, and performs various duties specified in the company law and the articles of association. In accordance with the provisions of the articles of association, major decision-making matters, such as approving the company's business policy and investment plan and amending the articles of association, must be deliberated and approved by the general meeting of shareholders. Major investment projects, mergers and acquisitions, the purchase of important assets and major external guarantees shall also be submitted to the general meeting of shareholders for deliberation and approval. The board of directors is responsible for implementing the decisions made by the general meeting of shareholders and reporting to the general meeting of shareholders. The chairman is the legal representative of the company. When the board of directors is not in session, the board of directors authorizes the chairman to exercise some functions and powers of the board of directors. The board of supervisors is the supervisory organ of the company, which is responsible for and reports to the general meeting of shareholders. It is mainly responsible for supervising whether directors and senior managers violate laws and regulations and infringe on the interests of the company and shareholders when performing their duties, and inspecting the financial situation of the company.
The company establishes a general manager responsibility system under the leadership of the board of directors. In accordance with the provisions of the articles of association, the company's senior managers (including the general manager, deputy general manager, chief financial officer and Secretary of the board of directors) are appointed and dismissed by the board of directors. The general manager is the person in charge of the company's management. The board of directors authorizes the general manager to make decisions within a certain limit in terms of major business, large capital lending and cash payment, signing of engineering contracts, etc. The deputy general manager and other senior managers are responsible for handling the work under the leadership of the general manager.
1.3 organization
The basic organizational structure of the company is: in accordance with the company law and the articles of association and other provisions, and according to its own business characteristics, the company has established an independent sales, testing, certification and R & D system, an independent testing and certification environment, established a standardized corporate governance structure and business organization structure, realized standardized operation, and effectively protected the legitimate rights and interests of the company and other shareholders from infringement.
The highest authority of the company is the general meeting of shareholders, which is composed of all shareholders. The general meeting of shareholders has a board of directors, which is responsible for the general meeting of shareholders. The company has a general manager who works under the authorization of the board of directors and is responsible to the board of directors. Exercise functions and powers in accordance with the company law and the articles of association. Under the general manager of the company, there are functional departments such as marketing center, technology center and management center.
The company's subsidiaries are as follows:
Subsidiary name subsidiary type shareholding ratio (%) No
1. Wholly owned subsidiary of Ningbo xince Testing Technology Co., Ltd. 100
2. Wholly owned subsidiary of Dongguan xintest Technology Co., Ltd. 100
3. Wholly owned subsidiary of Suzhou Emtek (Shenzhen) Co.Ltd(300938) Technical Service Co., Ltd. 100
4. Wholly owned subsidiary of Huazhong Emtek (Shenzhen) Co.Ltd(300938) technical service (Hubei) Co., Ltd. 100
5. Wholly owned subsidiary of Wuhan Emtek (Shenzhen) Co.Ltd(300938) Technical Service Co., Ltd. 100
6. Wholly owned subsidiary of Guangzhou Emtek (Shenzhen) Co.Ltd(300938) Technical Service Co., Ltd. 100
7 a wholly-owned subsidiary of Xiamen xince Testing Technology Co., Ltd. 100
8. Wholly owned subsidiary of Shenzhen Emtek (Shenzhen) Co.Ltd(300938) Technical Service Co., Ltd. 100
9 holding subsidiary of Changzhou Emtek (Shenzhen) Co.Ltd(300938) Technical Service Co., Ltd. 51
10 holding subsidiary of Liuzhou Emtek (Shenzhen) Co.Ltd(300938) Technical Service Co., Ltd. 51
11 holding subsidiary of Shanghai xintest Testing Technology Co., Ltd. 51
12 Shenzhen Sansi Zongheng Technology Co., Ltd. holding subsidiary 51
13 holding subsidiary of Chongqing Emtek (Shenzhen) Co.Ltd(300938) Technical Service Co., Ltd. 51
14 holding subsidiary of Guangdong Noel Testing Technology Co., Ltd. 51
15 Emtek (Shenzhen) Co.Ltd(300938) Nanshan Branch
Branch 16 Emtek (Shenzhen) Co.Ltd(300938) Guangming branch
branch office
17 Dongguan xintest Technology Co., Ltd. Songshanhu branch
1.4 accounting system
The company has set up an independent accounting organization. In terms of financial management and accounting, we have set up more reasonable posts, responsibilities and authorities, and equipped with corresponding personnel to ensure the smooth progress of financial work. The division of labor of accounting personnel is clear, and the post responsibility system is implemented. Each post can play a role of mutual restraint, and the approval, execution and recording functions are separated.
In accordance with the requirements of the company law, the accounting law, the new accounting standards for business enterprises and their application guidelines and other laws and regulations, the company has formulated an accounting system and financial management system suitable for the company, and clearly formulated the processing procedures of accounting vouchers, accounting books and accounting reports. The financial accounting systems formulated and implemented by the company include: responsibilities of the financial department, detailed rules for the implementation of accounting system, fixed assets management system Monetary fund management measures, etc. A sound financial management system has been formulated, which provides a strong guarantee for standardizing the company's accounting, strengthening accounting supervision, ensuring the accuracy of financial and accounting data, and preventing errors, fraud and plugging loopholes.
1.5 company values
Integrity and moral values are an important part of the control environment and affect the design and operation of important business processes of the company. The company has always attached importance to the creation and maintenance of this aspect, established a series of internal norms such as the employee manual, and effectively implemented these norms through multiple channels and all directions through strict reward and punishment system and the practice of senior managers.
1.6 human resource management
The company adheres to the employment principle of "giving full play to people's talents and growing together", advocates the professionalism of "innovation, pragmatism, intention and enterprising", and carries forward the cultural atmosphere of cultivating both morality and talent and working together. The management of the company attaches great importance to the setting of the level of employment ability required for specific jobs and the requirements of knowledge and ability necessary to achieve this level. The company established Emtek (Shenzhen) Co.Ltd(300938) Management Academy in 2021, and set up mat classes and HPT classes to enhance the leadership and management ability of the team through comprehensive and systematic training for the middle and senior managers of the company; Learn the map through enterprise cloud to provide professional ability for all employees
