Foshan Electrical And Lighting Co.Ltd(000541)
Internal control evaluation report in 2021
Foshan Electrical And Lighting Co.Ltd(000541) all shareholders:
According to the provisions of the basic norms of enterprise internal control and its supporting guidelines and other internal control supervision requirements (hereinafter referred to as the enterprise internal control standard system), combined with the company’s (hereinafter referred to as the company’s) internal control system and evaluation methods, 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 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 and all directors 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 did not find any major internal defects in 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) 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 scope of evaluation include:
1. Foshan Electrical And Lighting Co.Ltd(000541) ；
2. Foshan Electrical And Lighting Co.Ltd(000541) ChanChang photoelectric Co., Ltd., a subsidiary of the company;
3. Foshan Taimei times lamps Co., Ltd., a subsidiary of the company;
4. Foshan Electric lighting new light source technology Co., Ltd., a subsidiary of the company;
5. Foshan Electrical And Lighting Co.Ltd(000541) lighting equipment Co., Ltd., a subsidiary of the company;
6. Nanjing fozhao lighting equipment manufacturing Co., Ltd., a subsidiary of the company;
7. Foshan Electric lighting (Xinxiang) Lighting Co., Ltd., a subsidiary of the company;
8. Foshan Electrical And Lighting Co.Ltd(000541) Zhida Electrical Technology Co., Ltd., a holding subsidiary of the company;
9. Foshan Electrical And Lighting Co.Ltd(000541) Europe Co., Ltd., a subsidiary of the company;
10. Foshan haolaite photoelectric Co., Ltd., a holding subsidiary of the company;
11. Hunan Keda new energy investment development Co., Ltd., a subsidiary of the company;
12. Nanning Liaowang lamp Co., Ltd., a subsidiary of the company;
13. Fozhao (Hainan) Technology Co., Ltd. is a subsidiary of the company.
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 operations and matters included in the scope of evaluation include:
1. Organizational structure
(1) Governance structure
In accordance with the provisions of the company law, the articles of association and other relevant laws and regulations, the company has established a “three board and one layer” corporate governance structure of the general meeting of shareholders, the board of directors, the board of supervisors and the management, and formulated the rules of procedure of the general meeting of shareholders, the rules of procedure of the board of directors, the rules of procedure of the board of supervisors, the rules of procedure of the remuneration and assessment committee of the board of directors and the 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 detailed rules for the implementation of the audit committee, the detailed rules for the work of the general manager and other systems clarify the responsibilities and authorities in decision-making, implementation and supervision, and form a scientific and effective division of responsibilities and check and balance mechanism.
The board of directors of the company is responsible for the establishment, supervision and implementation of the company’s internal control system. Main responsibilities include: establishing and improving internal control policies and programs, reviewing internal control reports and internal control self-evaluation reports, and formulating improvement and control measures for major control defects and risks.
The board of supervisors of the company shall supervise the establishment and implementation of internal control by the board of directors. The focus is to supervise the company’s finance and the legal compliance and efficiency of the company’s directors and senior managers in performing their duties.
The management of the company is responsible for implementing the internal control system formulated by the board of directors. Formulate specific work plans and schemes for internal control, and ensure the normal operation of the company’s operation and management by commanding, coordinating, managing and supervising the operation and management rights of each holding subsidiary and functional department.
(2) Organization
According to the division of responsibilities and in combination with the actual situation of the company, the company readjusted the organization of the company, and set up an office, the office of the board of directors, the investment department, the party masses work department, the discipline inspection room, the China marketing business department, the export business Department, the lamp business department, the 5g smart street lamp business department, the e-commerce business department, the human resources department, the finance department, the audit department, the legal and risk control affairs department, the bidding Center, the environmental protection and safety department Market and product planning department, R & D department, automation and information department and other functional departments have formulated corresponding post responsibilities. Each functional department shall have a clear division of labor, take their own responsibilities, cooperate with each other, contain each other and supervise each other.
2. Development strategy
The company has a strategy and Investment Committee under the board of directors and formulated the rules of procedure of the strategy committee of the board of directors to clarify the personnel composition, responsibilities and authorities, rules of procedure and other matters of the strategy and Investment Committee. The company has always focused on its main business, guided by consumers, continuously optimized its product structure, continuously improved its product quality, significantly improved its management efficiency, and continuously strengthened its core competitiveness. At present, the company has formed the strategic layout of “lighting, electrician and automobile lighting” and defined the general tone of development of “stabilizing the basic sector and opening up new tracks”.
3. Human resources
The company adheres to the talent concept of “having both political integrity and talent, becoming talents at the post and employing talents”. It is always people-oriented, so as to understand, trust, respect and shape people. The company implements the full staff labor contract system, formulates a systematic human resource management system, and makes detailed provisions on personnel employment, employee training, salary, welfare guarantee, performance appraisal, internal transfer, promotion, rewards and punishments, so as to continuously improve the quality of employees.
While formulating and implementing human resources policies conducive to the sustainable development of the enterprise, the company actively creates an enterprise cultural atmosphere suitable for talent competition and development, and provides employees with internal and external training and excellent working environment to meet their career development.
The company attaches great importance to employee training and career planning, actively carries out employee training, and provides diversified training platforms for employees through external professional training institutions, establishing an internal lecturer team and “going out” to participate in training, so as to promote the common growth of employees and the company. In terms of employees’ life, the company increased investment, provided shuttle buses for employees to and from work, increased food subsidies, improved the conditions of employees’ dormitories, held various forms of employee activities from time to time, enriched employees’ spiritual life and continuously enhanced the cohesion of the enterprise.
4. Corporate culture
Corporate culture is the soul and inside information of an enterprise. Through the accumulation of nearly two decades of development, the company has built a set of corporate culture system covering ideals, beliefs, values, codes of conduct and ethics, which is an important pillar for the continuous upgrading of the company’s strategy and strengthening its core competitiveness.
5. Social responsibility
The company has always paid attention to the realization of corporate social value. Taking “providing returns for shareholders, providing a platform for employees, creating value for customers and creating prosperity for society” as its own responsibility, the company actively protects the legitimate rights and interests of employees and creditors, treats suppliers, customers and consumers in good faith, actively promotes the construction of environmental protection and friendliness, resource conservation and recycling, and participates in and contributes to social public welfare and philanthropy. Influence and drive the revitalization of local economy with its own development, and promote the coordinated and harmonious development of the company with society, community and nature.
The company takes safe production, environmental protection and energy conservation as important contents of the enterprise’s sustainable development strategy, implements the responsibility system of environment and safe production in strict accordance with the relevant provisions of laws and regulations, and has passed the certification of ISO9001 quality management system, iatf16949 quality management system, ISO14001 environmental management system, iso45001 occupational health and safety management system, iso50001 energy management system and other standards. In 2018, the company’s green factory certification passed the review and publicity of the Ministry of industry and information technology, becoming the second batch of national green factory demonstration units.
6. Financial activities
The company has established financial management system, monetary fund management system, financial bill management system, investment management measures, external guarantee management system and other systems, which clearly stipulates the responsibilities and authorities, post separation, authorization and approval procedures, accounting and reconciliation, supervision and evaluation, fund utilization, etc. of investment, financing, external guarantee, operation and other links. The company regularly and irregularly checks the fund activities, implements the accountability system, and ensures the safe and effective operation of funds.
7. Procurement business
The company has formulated procurement management procedures, supplier management procedures, bidding and non bidding procurement management measures and other systems to clarify the procedures and scope of guiding procurement, supplier management, procurement application and approval, procurement contract conclusion, goods acceptance and warehousing, procurement payment and other processes and authorization approval matters. The company adopts a reasonable procurement strategy, strictly selects suppliers, pursues the high cost performance of material procurement and the lowest total cost, and ensures the stability of supply; Strictly review capital payment and reduce payment risk; Strictly control the risk of procurement fraud through incompatible separation of duties, clear authorization and approval procedures, audit supervision, reporting mechanism and other measures.
8. Asset management
The company has formulated equipment management procedure, warehouse management procedure, production plan control procedure, inventory counting system (annual), inventory counting system (monthly), management measures for write off of accounts receivable, inventory and fixed assets and other systems to clarify the processes and authorization approval matters such as asset investment budget, purchase and acceptance, asset management, depreciation / amortization, impairment evaluation and disposal. Standardize the warehousing, warehousing, inventory disposal and accounting of inventories, implement effective division of responsibilities and clarify the authorization and approval procedures to ensure the safety of assets; Standardize the accounting treatment and strengthen the accounting supervision of physical management to ensure the compliance of accounting and the consistency between accounts and reality; Control reasonable inventory and improve business efficiency.
9. Sales business
The company has formulated the sales work instruction, credit management system, reconciliation rules of accounts receivable and current accounts, three guarantees claim conversion process and other systems to standardize the business processes and authorization approval matters such as customer credit management, order approval, delivery control, collection control, service and accounting, so as to expand the market and obtain operating profits; Ensure the safety of funds and speed up the return of funds; Prevent errors and fraud; Reduce sales expenses; Standardize accounting.
10. Research and development
The company has formulated the design and development control procedure, new product approval, R & D and procurement evaluation process and other systems to standardize the business processes such as project feasibility study and decision-making, R & D process control, R & D achievement acceptance and protection.
11. Project
The company has formulated management measures for capital construction projects, contract management measures for capital construction projects and acceptance management measures for capital construction projects to standardize and clarify the processes of project bidding, contract management, design management, construction and delivery management, cost control, payment control and acceptance decision, so as to accelerate the standardized and standardized management of capital construction projects.
12. Financial Report
The company has formulated financial management system, financial personnel training system, financial report preparation system, financial analysis system and other systems to standardize the preparation, review, submission and disclosure of accounting and financial reports, so as to ensure complete, accurate and timely provision to users of financial reports.
The financial department of the company is the centralized management department for the preparation of financial reports. It is responsible for the preparation of annual financial reports, collecting and summarizing relevant accounting information, preparing annual, semi annual, quarterly and monthly financial reports, and supervising the financial affairs of branches and subsidiaries to ensure the authenticity and integrity of the submitted data.
13. Internal information transmission
The company has established an information and communication system to clarify the collection, processing and transmission procedures and transmission scope of information related to internal control, and properly screen, check, analyze and integrate the information to ensure the timeliness and effectiveness of the information.
At the same time, the company requires counterpart departments to strengthen communication and feedback with industry associations, intermediaries, business units and relevant regulatory departments, and obtain external information in time through market research, online media and other channels.
14. Information system
The company has formulated the articles of association of Foshan Electrical And Lighting Co.Ltd(000541) information management committee, information system project management system, information system change management system, information system password management system, information system problem handling system, information system account authority management system and other systems to standardize the it control environment, information system development and implementation, information system operation and maintenance.
15. Related party transactions
The company has formulated the related party transaction management system to standardize the definition of related parties, the approval authority of related party transactions, the review procedures and the requirements for avoiding voting, the disclosure of related party transactions and other matters, so as to ensure the fairness of related party transactions; Related party transactions shall be accurately and completely registered and properly reviewed.
The detailed rules for the implementation of related party transaction management system was formulated in 2012, which stipulates that the controlling shareholders, actual controllers, directors, supervisors, senior managers and individual shareholders (holding 5%) of the company shall timely report their related parties to the office of the board of directors of the company in accordance with relevant laws, regulations, normative documents and the provisions of the management system of related party transactions of the company, and the office of the board of directors shall update the list of related parties accordingly, It shall be distributed to relevant business departments. The related party transactions expected by the business department with the company’s related parties next year shall be reported to the general manager, the board of directors and the general meeting of shareholders for deliberation according to the authority.
16. Comprehensive budget management
