Huatai United Securities Co., Ltd
About Sinotruk Jinan Truck Co.Ltd(000951)
Verification opinions of internal control evaluation report in 2021
Huatai United Securities Co., Ltd. (hereinafter referred to as “Huatai United Securities”) is the sponsor of Sinotruk Jinan Truck Co.Ltd(000951) (hereinafter referred to as ” Sinotruk Jinan Truck Co.Ltd(000951) ” or “the company”) for non-public offering of shares in 2020, In accordance with the requirements of the Shenzhen Stock Exchange’s self regulatory measures for the listing of listed companies, such as the guidelines for the issuance of securities on the main board of the Shenzhen Stock Exchange, the company shall issue the following self regulatory opinions on the issuance of securities on the main board of the Shenzhen Stock Exchange:
1、 Basic information of the company’s internal control
(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 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 items included in the evaluation scope of the company include internal environment, risk assessment, key business control activities, information and communication, and internal supervision; The main businesses included in the evaluation scope include sales management, purchase management, fund management, inventory management, fixed assets management, financial reporting, budget management, related party transactions and external guarantee. At the same time, the efficiency and effect of the design and operation of the company’s internal control are independently evaluated by means of risk inspection and internal audit. The details are as follows:
1. Internal environment
(1) Governance structure
The company has established a standardized corporate governance structure and scientific rules of procedure in accordance with the requirements of laws, administrative regulations and departmental rules, such as the company law, the securities law, the guidelines for the governance of listed companies, the rules for the listing of shares of Shenzhen Stock Exchange, the rules for the independent directors of listed companies and the basic norms of enterprise internal control, formulated various rules and systems that meet the requirements of the company’s development, and made clear 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 enjoys the legal rights stipulated in laws and regulations and the articles of association, and exercises the decision-making power on major matters such as the company’s business policy, fund-raising, investment and profit distribution according to law.
The board of directors shall be responsible for the general meeting of shareholders, implement the resolutions of the general meeting of shareholders and exercise the operation and management rights of the company according to law. The board of Directors consists of 9 directors, including 3 independent directors. The board of directors has four special committees: Strategy Committee, remuneration and assessment committee, audit committee and Nomination Committee. Independent directors occupy the majority of the audit committee, nomination committee and remuneration and assessment committee and act as the convener. Matters involving professional fields must be submitted to the board of directors after being reviewed by the special Committee, so as to facilitate independent directors to better play their role. The board of supervisors is responsible to all shareholders and supervises the performance of directors and senior managers of the company. The management is responsible for organizing and implementing the resolutions of the general meeting of shareholders and the board of directors, and ensuring the normal operation of the company by commanding, coordinating, managing and supervising the functional departments to exercise the operation and management power.
(2) Organization
The company sets up internal institutions by comprehensively considering the enterprise’s business characteristics, development strategy, cultural concept, internal control requirements and other factors, defines the responsibilities and authorities of each institution and position in the form of the company’s internal management system, process documents, quality management system documents and department post responsibility instructions, and constantly reforms and optimizes the organization according to the company’s operation. The functions of each department cover the needs of the company’s production and operation, marketing, procurement, administrative support, human resources, financial management, audit and supervision. All subsidiaries of the company shall set up corresponding functional departments in accordance with the requirements of the company law and relevant laws and regulations and in combination with their own operation and management needs.
(3) Human resources policy
The company always adheres to the management concept of “people-oriented”, actively implements the human resources policy conducive to the sustainable development of the enterprise, and adheres to the fair, just, open and reasonable employment competition mechanism to select or recruit talents internally or externally. The company manages social insurance and labor relations in strict accordance with national laws and regulations, high standards and strict requirements, and protects the rights and interests of employees. At the same time, according to the talent training strategy of “knowing people and making good use of them, respecting training and cultivating high-quality teams”, improve the internal talent training mechanism, implement professional education by classification, and actively promote the improvement of the overall quality of employees, so as to achieve the goal of reducing costs and increasing efficiency.
(4) Corporate culture
The company always pays attention to the publicity and promotion of corporate culture, takes promoting the rooting of corporate culture as the goal, solidly promotes the construction of corporate culture, takes building a world-class commercial vehicle enterprise as the vision, focuses on the enterprise core concept of “responsibility, innovation, communication and inclusiveness”, adheres to the core values of “customer satisfaction is our purpose”, and actively practices the efficiency culture of “one day for two and a half days” The passion culture of “no struggle first is mixing” and the team culture of “three rules” and “eight no uses” of leading cadres. Actively cultivate a good internal cultural atmosphere and fertile soil, constantly enhance the cohesion of corporate culture and help the development of enterprises.
(5) Social responsibility
In accordance with the provisions of relevant national laws and regulations and in combination with the actual situation of the company, the company has established corresponding management systems in terms of safety management, quality management, environmental protection, energy conservation and environmental protection and employee rights and interests protection, and revised them in time. While actively seeking the healthy and rapid development of the enterprise, adhere to the goal of internal and external harmony of the enterprise, strive to realize the organic integration of social responsibility performance and internal business operation, realize its own social value with the development of the enterprise, and make due contributions to social and economic development and environmental harmony.
2. Risk assessment
The company has developed a comprehensive risk management process for the identification, analysis, response, monitoring and other management of enterprise comprehensive risks. Through effective organization, the company combs internal and external risk factors, and establishes risk assessment standards by combining quantitative and qualitative methods from the two dimensions of risk possibility and impact degree. Combined with the internal and external relevant information related to the risk of the unit continuously collected, including historical data and future prediction data, the risk is identified, analyzed and evaluated to form the company’s risk information database, so as to further clarify the risk prevention measures, implement the responsible person and quantify the prevention and control objectives.
With the changes of the company’s internal and external business environment and operating conditions, the main risks faced by the company will also change. When new risks appear, the risk ranking will be different every year. The company will further improve the risk assessment mechanism and continue to pay attention to the changes and responses of risks.
3. Key business control activities
(1) Sales management
The company’s business income mainly comes from the sales income of heavy vehicles and spare parts. The company has standardized and controlled the main links of sales business by improving the sales management system.
The control process formulated by the company covers the whole sales process, including sales plan management, distribution network management, product pricing management, sales contract management, sales business implementation, business policy fulfillment, after-sales service, etc., and combs and improves the relevant systems and processes from time to time.
(2) Procurement management
At present, a relatively perfect procurement management policy and system process have been established to standardize and control the main links of procurement business. A number of systems and measures such as procurement control management procedure, bidding procurement management process, supplier access procedure, supplier performance evaluation procedure and outsourcing management measures have been formulated, which have detailed provisions on procurement plan, method, settlement, quality control and supplier development, management, evaluation and assistance. It not only ensures the timely and stable supply throughout the year, but also continuously reduces the procurement cost and improves the procurement business level, but also further improves the management level of suppliers and grows together.
(3) Fund management
The fund management process mainly includes cash bill management, bank account management, fund management, financing management and investment management. In order to ensure the safety of funds and improve the use efficiency of funds, the company has formulated rules and regulations such as the management system of raised funds, the management system of monetary funds and the management measures for loan recovery funds. In terms of fund management, the company strictly implements incompatible responsibilities, proper separation principle and authorization approval system, and makes full use of information means such as SAP system, sharing center and fund management system to ensure that all fund activities are reviewed and approved at corresponding levels to prevent and control fund risks.
(4) Asset management
The company has developed a relatively perfect asset management system and process, based on the safety and integrity of current assets, combined with the actual needs, and strengthened the asset function responsibility management. There are strict acceptance standards and processes for supporting products, raw materials, complete vehicles and spare parts. At the same time, information management is realized in the material management system and complete vehicle inventory system. Through logistics optimization, inventory value staging, inventory resource structure analysis and other means, inventory resources are scientifically analyzed and communicated. In terms of fixed assets management, the fixed assets management system and other systems are used to clarify the fixed assets management organization and responsibilities, identify incompatible positions in the company’s fixed assets purchase, management, disposal and other business activities, define the scope and classification of fixed assets, and standardize the processes of fixed assets procurement, acceptance, maintenance, allocation, physical management, inventory and scrap disposal. At the same time, through the regular inventory system, clarify the inventory responsibility and fine inventory organization, so as to effectively ensure the authenticity and safety of assets.
(6) Financial Report
In order to standardize the company’s accounting and information disclosure, improve the quality of accounting information, ensure the legal compliance, authenticity, accuracy and integrity of financial reports, and protect the legitimate rights and interests of investors, creditors and other stakeholders, the company has formulated financial accounting systems such as the regulations on closing procedures and account adjustment at the end of the accounting period, as well as the independent director system and the working rules of the audit committee The report review system such as the accountability system for major errors in annual report information disclosure stipulates the main control processes such as financial settlement, general accounting treatment, preparation and submission of financial reports, financial report disclosure, unconventional matters and transactions, establishes and implements effective control activities for key control links, and defines the control procedures and division of responsibilities for accounting, report preparation, review, approval and disclosure.
(7) Budget management
The company has formulated the comprehensive budget management process and other relevant systems to clarify the scope, management contents and requirements of the company’s business budget and financial budget in detail. Realize the full coverage of expense budget, the quota management of output change expenses in the production process, and the zero base budget management of non output change expenses, so as to realize the early warning of exceeding the budget without budget, so as to fully cover the overall production and operation budget management of the company and refine the expense budget management. At the same time, with the goal of “upgrading financial management”, “convenient operation, intuitive process and convenient maintenance”, we will continue to promote the re optimization of the comprehensive budget system architecture by means of informatization.
(8) Related party transactions
In order to regulate the company’s related parties and their transactions and safeguard the legitimate rights and interests of shareholders, the company has formulated the related party transaction system. The system has detailed provisions on the identification of related parties and the identification, approval and disclosure of related transactions. When the board of Directors considers related party transactions, related directors shall withdraw from voting according to regulations; When the general meeting of shareholders deliberates on related party transactions, related shareholders shall withdraw from voting according to regulations; The related party transactions generated by the company have fulfilled the relevant approval procedures, and defined the pricing principle and price level of related party transactions.
(9) External guarantee
In order to regulate the external guarantee behavior, effectively control the external guarantee risk of the company and promote the stable and healthy development of the company, in accordance with the provisions of the company law, the civil code of the people’s Republic of China, the stock listing rules of Shenzhen Stock Exchange, the notice on regulating the external guarantee behavior of listed companies and other laws, regulations and normative documents, and in combination with their own actual situation, The company has clearly stipulated various conditions of guarantee business in the articles of association.
4. Information and communication
The company has established internal and external information exchange and communication system to ensure timely information communication and promote the effective operation of internal control. In terms of internal information and communication, the monthly operation analysis meeting held by the company has built a platform for the communication between the middle and senior management of the company. The “integration of industry and finance” digital and intelligent information platform and OA system created by the company effectively ensure the internal digital information communication efficiency, external adaptability and market rapid response ability of the company. So as to improve the efficiency of company management and reduce the cost of company management. The company is also continuously using information means, optimizing information processes and integrating information systems to continuously improve the effectiveness of management decision-making and operation. In terms of external information and communication, the company improved the information disclosure system in accordance with regulatory requirements, disclosed relevant information accurately and timely, and took various ways to strengthen communication with investors. The company has established and implemented the information disclosure management system, with special departments and personnel responsible for information disclosure and communication with regulatory authorities. At the same time, it has formulated the accountability system for major errors in annual report information disclosure, the registration and management system for insiders of insider information, the management system for users of external information and other systems, which aims to standardize the behavior of information disclosure, ensure the authenticity, accuracy, integrity and timeliness of information disclosure, safeguard the principle of fairness and protect the legitimate rights and interests of investors.
5. Internal supervision
The company carries out daily supervision and special supervision activities based on the requirements of the basic norms of enterprise internal control on internal supervision and the provisions on internal supervision in various application guidelines.
The board of supervisors of the company is responsible for supervising the performance of directors, managers and other senior executives and the legal operation of the company; The audit committee is the professional working body of the board of directors, assisting the board of directors in reviewing the establishment and improvement of the company’s comprehensive risk management and internal control system, supervising the effective implementation of internal control and internal control evaluation, coordinating internal control inspection and audit, and reviewing the company’s annual internal control evaluation report. In addition, the company has an internal control audit implementation project team to organize the internal audit department to evaluate the internal control elements of the company from time to time, so as to assist the management and decision-making level to understand the effectiveness of the company’s internal control in time, respond to the changes of the company’s internal and external environment in time, and ensure the continuous effectiveness of the design and implementation of internal control.
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.
(II) basis of internal control evaluation and identification standard of internal control defects
In accordance with the enterprise internal control standard system and the company law, the securities law, the Listing Rules of Shenzhen Stock Exchange, the governance standards of listed companies and the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1
