Estun Automation Co.Ltd(002747)
internal control system
(March 2022)
Chapter I General Provisions
Article 1 in order to strengthen the internal control of Estun Automation Co.Ltd(002747) (hereinafter referred to as "the company"), promote the standardized operation and healthy development of the company, improve the risk management level of the company and protect the legitimate rights and interests of investors, according to the company law of the people's Republic of China, the securities law of the people's Republic of China and the stock listing rules of Shenzhen Stock Exchange This system is formulated in combination with the actual situation of the company in accordance with the provisions of laws, regulations, normative documents such as self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board and Estun Automation Co.Ltd(002747) articles of Association (hereinafter referred to as the "articles of association"), and this system is also applicable to the holding subsidiaries of the company.
Article 2 the term "internal control" as mentioned in this system refers to the process in which the board of directors, the board of supervisors, senior managers and other relevant personnel of the company provide reasonable assurance to achieve the following objectives:
(I) comply with national laws and regulations;
(II) improve the efficiency and efficiency of the company's operation;
(III) ensure the safety of the company's assets;
(IV) ensure that the company's information disclosure is true, accurate, complete and fair.
Article 3 the purpose of the company's internal control is as follows:
(I) improve the company's quality, improve the company's operating efficiency and efficiency, enhance the company's risk control ability, increase the return to the company's shareholders, and ensure the realization of the company's business objectives;
(II) ensure the safety and integrity of the company's assets;
(III) ensure that the company's information disclosure is true, accurate, complete and timely.
Article 4 the company's internal control shall follow the basic principles of soundness, checks and balances, rationality and independence. The board of directors of the company is responsible for the formulation and effective implementation of the company's internal control system, is fully responsible for the formulation, implementation and improvement of the company's internal control system, and carries out comprehensive inspection and effect evaluation on the company's internal control regularly.
The board of supervisors of the company is responsible for supervising the implementation of the company's internal control, ordering the company to rectify the internal control defects found, and reporting the implementation of the internal control system to the general meeting of shareholders.
The management of the company is responsible for the establishment and improvement of the internal control system in the operation link, comprehensively promoting the implementation of the internal control system, and checking the implementation of the company's internal control system.
Chapter II Basic requirements of internal control system
Article 5 basic elements of the company's internal control system:
(I) internal environment: refers to various comprehensive factors affecting the formulation, operation and effect of the company's internal control system, including the company's organizational structure, corporate culture, risk concept, business style, personnel management policies, etc. (II) goal setting: the board of directors of the company sets the company's strategic goals according to the actual situation of the company, and decomposes and implements them at all levels within the company.
(III) event identification, risk assessment and risk countermeasures: the company analyzes internal and external events affecting the achievement of the company's objectives, distinguishes risks and opportunities, considers their possibility and impact degree, adopts risk response methods of avoiding, reducing, sharing or accepting, and formulates corresponding risk control measures.
(IV) control activities: the measures and procedures adopted by the company to ensure the effective implementation and implementation of risk countermeasures, mainly including approval, authorization, verification, coordination, review, regular inventory, record verification, property protection, clarification of responsibilities, performance appraisal, etc.
(VII) information communication: identify and collect relevant information from inside and outside the company and transmit it to relevant personnel in time.
(VIII) inspection and supervision: the process of supervising and evaluating the effect of the company's internal control through continuous supervision activities, special supervision and evaluation or a combination of the two.
Article 6 the company shall improve its corporate governance structure, ensure the legal operation and scientific decision-making of the general meeting of shareholders, the board of directors, the board of supervisors and other institutions, establish an effective incentive and restraint mechanism, establish the awareness of risk prevention, cultivate a good enterprise spirit and internal control culture, and create an environment for all employees to fully understand and perform their duties.
Article 7 the company shall clearly define the objectives, responsibilities and authorities of all departments and posts, and establish corresponding authorization, inspection and level by level accountability systems to ensure that they perform their functions within the scope of authorization; Establish a sound control structure and formulate control procedures at all levels to ensure that the instructions issued by the board of directors and senior managers can be strictly implemented. The company shall establish a check and balance and supervision mechanism between relevant departments and posts, and set up an internal audit department specially responsible for supervision and inspection.
Article 8 the internal control of the company mainly includes business links: covering all operation links of the company, including but not limited to: Sales and collection, procurement and expenses and payment, production links, fixed assets management, inventory management, monetary fund management (including investment and financing management), related party transactions, guarantee and financing, investment, information disclosure and information system management.
If the above control activities involve related party transactions, it shall also include the control policies and procedures of related party transactions.
Article 9 a listed company shall establish special management systems such as seal use management, bill collection management, budget management, asset management, guarantee management, fund lending management, job authorization and agent system, information disclosure management and information system security management according to its environment and its own business characteristics.
Article 10 the company shall focus on strengthening the management and control of its holding subsidiaries, strengthen the control of related party transactions, external guarantees, use of raised funds, major investments, information disclosure and other activities, and establish corresponding control policies and procedures in accordance with the requirements of relevant regulations.
Article 11 the company shall continuously monitor the business risk, financial risk, market risk, policy and regulation risk and moral hazard, find and evaluate all kinds of risks faced by the company in time, and take necessary control measures.
Article 12 the company shall formulate management policies for the company's internal and external information, ensure the accurate transmission of information, ensure that the board of directors, the board of supervisors, senior managers and the internal audit department timely understand the operation and risk status of the company and its holding subsidiaries, and ensure that all kinds of potential risks and internal control defects are properly handled.
Chapter III internal control of special risks
Article 13 the company shall formulate control policies and procedures for the holding subsidiaries, urge them to establish internal control system on the basis of fully considering the business characteristics of the holding subsidiaries, and implement management control over the holding subsidiaries in accordance with the following requirements:
(I) establish the control structure of the holding subsidiary, determine the main provisions of the articles of association of the holding subsidiary, and select or nominate directors, supervisors, managers and financial principals;
(II) supervise each holding subsidiary to establish corresponding business plans and risk management procedures according to the company's business strategy and risk management policy;
(III) formulate the performance appraisal and incentive and restraint system of holding subsidiaries;
(IV) formulate policies and procedures for business competition and related party transactions of parent and subsidiary companies;
(V) require the holding subsidiary to timely submit important documents such as the resolutions of the board of directors and the resolutions of the general meeting of shareholders to the Secretary of the board of directors of the company, and notify the matters that may have a significant impact on the trading price of the company's shares and their derivatives;
(VI) formulate the internal reporting system for major events of holding subsidiaries.
Major events include but are not limited to development plans and budgets, major investments, acquisition and sale of assets, provision of financial assistance, provision of guarantees for others, investment in Securities and financial derivatives, signing of major contracts, etc;
(VII) regularly obtain and analyze the monthly financial reports and management reports of the holding subsidiaries, including operation reports, production, sales and inventory statements, asset liability statements, profit and loss statements, cash flow statements, reports on providing funds to others and providing guarantees for internal control systems; And entrust an accounting firm to audit the financial report of the holding subsidiary in accordance with relevant regulations.
Article 14 the board of directors of the company shall fully understand the nature and risks of financial derivatives transactions, and reasonably determine the risk limit and relevant transaction parameters of financial derivatives transactions according to the risk tolerance of the company.
Article 15 according to its own industry characteristics, strategic objectives and risk management strategies, the company formulates relevant internal control systems for related party transactions, use of raised funds, information disclosure, major investment and other activities, implements internal control in strict accordance with the articles of association, management measures for related party transactions, management system for raised funds, management system for information disclosure and other rules and regulations, and combines the changes of the company's internal and external environment, Continue to improve to ensure effective implementation.
Chapter IV Inspection, supervision and information disclosure of internal control
Article 16 the company shall establish an internal audit department, which shall be directly responsible to the board of directors, regularly and irregularly inspect the defects of the company's internal control, evaluate the effect and efficiency of its implementation, and put forward improvement suggestions in time.
Article 17 the company shall formulate the company's internal control self inspection system and annual internal control self inspection plan according to its own business characteristics and actual situation.
The company requires all internal departments (including branches) and holding subsidiaries to actively cooperate with the inspection and supervision of the internal audit department, and may require them to conduct regular self inspection when necessary.
Article 18 the company's internal audit department shall inspect and supervise the operation of the company's internal control, and form an internal audit report on the internal control defects and abnormalities, improvement suggestions and settlement progress found in the inspection, and report to the board of directors and non voting supervisors.
If the company's internal audit department finds that the company has major abnormalities and may or has suffered major losses, it shall immediately report to the board of directors and copy to the board of supervisors. The board of directors of the company shall put forward practical and feasible solutions, and timely report to Shenzhen Stock Exchange and make an announcement when necessary.
Article 19 the board of directors of the company shall review and evaluate the internal control of the company according to the internal audit report of the company, and form a self-evaluation report on internal control. The board of supervisors and independent directors of the company shall express their opinions on this report. The above internal control self-evaluation report of the company shall at least include the following contents:
(I) explain whether the company's internal control system has been established, improved and effectively implemented in accordance with the guidelines for the standardized operation of companies listed on the SME Board of Shenzhen Stock Exchange and relevant regulations;
(II) evaluation on the completion of internal control inspection and supervision work and plan in this year;
(III) self inspection and evaluation of internal control activities;
(IV) internal system and major risks in its implementation and their treatment;
(V) relevant measures to improve the internal control system;
(VI) work plan related to internal control for the next year.
Article 20 when conducting annual audit of the company, certified public accountants shall issue evaluation opinions on the internal control of the company's financial reports with reference to the provisions of relevant competent departments.
Article 21 If a certified public accountant objects to the effectiveness of the company's internal control, the board of directors and the board of supervisors of the company shall make a special explanation for the matters involved in the audit opinions, which shall at least include the following contents:
(I) basic information of objections;
(II) the impact of the matter on the effectiveness of the company's internal control;
(III) the opinions of the board of directors and the board of supervisors on the matter;
(IV) eliminate the possibility of the matter and its impact;
(V) specific measures to eliminate the matter and its impact.
Article 22 the company regards the sound and effective implementation of the internal control system as one of the important indicators for the performance appraisal of all departments (including branches) and holding subsidiaries of the company. The company shall establish a accountability mechanism to investigate and deal with the relevant responsible persons who violate the internal control system and affect the implementation of the internal control system.
Article 23 in the inspection and supervision of internal control, if the company finds any major defect or risk in internal control, it shall report to the board of directors in time. The board of directors of the company shall report the matter to Shenzhen Stock Exchange in time. With the consent of Shenzhen Stock Exchange, the board of directors of the company shall handle information disclosure in a timely manner.
Chapter V supplementary provisions
Article 24 matters not covered in this system shall be implemented in accordance with relevant national laws, regulations, normative documents and the relevant provisions of the articles of association. In case of any inconsistency between this system and relevant laws, regulations, normative documents and the articles of association, the provisions of relevant laws, regulations, normative documents and the articles of association shall prevail. Article 25 the system shall be interpreted by the board of directors of the company.
Article 26 the system shall be implemented from the date of approval by the board of directors of the company, and the same shall be true for modification.
