Zhongtai Securities Co.Ltd(600918)
About Jiangsu Gian Technology Co.Ltd(300709)
Verification opinions on self-evaluation report of internal control in 2021
Zhongtai Securities Co.Ltd(600918) (hereinafter referred to as ” Zhongtai Securities Co.Ltd(600918) ” or “the sponsor”) as a sponsor of Jiangsu Gian Technology Co.Ltd(300709) (hereinafter referred to as “the company” or ” Jiangsu Gian Technology Co.Ltd(300709) “) issuing convertible corporate bonds to unspecified objects, in accordance with the measures for the administration of securities issuance and listing sponsor business and the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of GEM listed companies Relevant regulations such as the Listing Rules of Shenzhen Stock Exchange on the growth enterprise market and the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 13 – recommendation business have carefully verified Jiangsu Gian Technology Co.Ltd(300709) the self evaluation report on internal control in 2021. The verification results are as follows:
1、 Verification by the sponsor
Zhongtai Securities Co.Ltd(600918) the sponsor representative obtained relevant information and communicated with the accounting firm hired by the company through on-site communication and exchange with the directors, supervisors, senior managers and other personnel of the company and relevant personnel of the finance department, internal audit department and other departments; Consulted the minutes of the general meeting of shareholders, the board of directors and other meetings, the internal control assurance report, the report of the board of supervisors, as well as various business and management rules and regulations; Consulted the 2021 internal control self-evaluation report issued by the board of directors of the company, and comprehensively and carefully verified the integrity, rationality and effectiveness of the company’s internal control.
2、 Conclusion of internal control self-evaluation
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) 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 Jiangsu Gian Technology Co.Ltd(300709) ；
2. Changzhou Boyan Technology Co., Ltd;
3. Jingyan (Dongguan) Technology Development Co., Ltd;
4. Daoyan (Shanghai) Electronic Technology Development Co., Ltd;
5. Jingyan (Hong Kong) Technology Development Co., Ltd;
6、GIAN TECH.AMERICA, INC；
7. Suzhou Yiyan Intelligent Technology Co., Ltd;
8. Shenzhen antexin Technology Co., Ltd;
9. Shenzhen anxinko Technology Co., Ltd;
10. Shenzhen antexin Software Co., Ltd;
11. Antexin Technology (Changzhou) Co., Ltd.
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.
When determining the scope of internal control evaluation, the company comprehensively considered all businesses and matters of the company and all departments and subordinate units. The main businesses and matters included in the scope of evaluation include: corporate governance structure, corporate organizational structure, raised funds management, financial management system and financial report, internal audit supervision, sales and collection, procurement and expenses and payment, asset and infrastructure project management, quality and safety and environment, contract management Related party transactions, foreign investment and foreign guarantee, information disclosure, management system of subsidiaries and branches, development strategy, human resources, it information system, corporate culture, social responsibility, etc. The above businesses and matters included in the evaluation scope cover the main aspects of the company’s operation and management, and there are no major omissions. The high-risk areas of focus mainly include: corporate governance structure, raised funds management, financial management system and financial report, procurement and expenses and payment, sales and collection, quality and safety and environment, and asset management.
Related party transactions, internal audit, information system, control of external guarantee, management of subsidiaries and branches, control of information disclosure. The company designs and establishes the company’s internal control system and control system according to the requirements of relevant laws and regulations such as the basic norms of enterprise internal control issued by the Ministry of finance.
(II) details of the company’s businesses and matters included in the evaluation scope
1. Corporate governance structure
In accordance with the requirements of the company law, the securities law and relevant laws and regulations of the CSRC, the company has established a standardized governance structure and rules of procedure, defined the responsibilities and authorities in decision-making, implementation and supervision, formed a scientific and effective division of responsibilities and check and balance mechanism, and the corporate governance structure is reasonable and sound.
According to the provisions of the articles of association, the powers of the general meeting of shareholders comply with the provisions of the company law and the securities law. The general meeting of shareholders shall be held at least once a year, and an extraordinary general meeting of shareholders may be held under the circumstances specified in the company law. The board of directors is composed of seven directors, including three independent directors. Authorized by the general meeting of shareholders, the board of directors is fully responsible for the operation and management of the company, formulating the company’s business plan, investment plan, financial budget and final settlement plan, and formulating the basic management system. It is the center of the company’s business decision-making and is responsible for the general meeting of shareholders. The board of supervisors of the company is composed of three supervisors, including one employee supervisor. The management of the company is responsible for formulating specific work plans, obtaining business and financial information in time, assessing the implementation of the plans, and making appropriate amendments to the plans according to the analysis results of the actual implementation.
The board of directors of the company has four special committees: Audit Committee, strategy committee, nomination committee and salary and assessment committee, and has formulated the rules of procedure of each special committee. Since its establishment, the special committees have operated well, and the members can perform their duties, ensuring the healthy operation of the company. The company has established and improved the independent director system. The independent directors express independent opinions in strict accordance with relevant regulations in the use of the company’s raised funds, foreign investment, foreign guarantee, related party transactions and other aspects, which has played a necessary supervisory role.
The company has established a corporate governance structure system composed of the general meeting of shareholders, the board of directors, the board of supervisors and the management team, and formulated the Jiangsu Gian Technology Co.Ltd(300709) articles of association, the working system of the Secretary of the board of directors, the working rules of the strategy committee, the working rules of the audit committee, the working rules of the nomination committee, the working rules of the remuneration and assessment committee, the working rules of the general manager, the internal reporting system of major information External guarantee management system, related party transaction management system, internal audit management measures and other systems and rules.
2. Management of raised funds
The company strictly abides by the relevant laws and regulations of the CSRC on the raised funds of listed companies, formulates and strictly implements the raised funds management system, defines the use, management and supervision procedures of the special account for raised funds, and makes clear provisions on the storage, use, management, supervision and accountability of the special account for raised funds, so as to safeguard the legitimate interests of all shareholders.
The company strictly implements the relevant laws and regulations of the raised funds and the provisions of the company’s management system, and strictly performs the application and approval procedures for the use of the raised funds.
3. Financial management system and financial report
The financial department of the company is fully responsible for financial management and reporting activities. In accordance with the company law, accounting law, accounting standards for business enterprises and other laws and regulations and their supplementary provisions, the financial department has formulated a series of financial management systems, set up more reasonable post responsibilities and authorities in financial management and accounting audit, and equipped with corresponding personnel to ensure the smooth development of financial and accounting work, and the financial department is clear, Implement the post responsibility system, and all posts can check and balance each other. The internal control of the company’s accounting management is complete, reasonable and effective. The company’s accountants at all levels have corresponding professional quality, participate in relevant business training from time to time, and formulate and implement clear authorization regulations for important accounting business and computerized operation.
The company has formulated the annual financial report preparation plan, specifying the preparation method of the annual financial report, the accounting adjustment policy and disclosure policy of the annual financial report, as well as the time requirements of the report; Collect and summarize relevant accounting information; Prepare annual, semi annual, quarterly and monthly financial reports, etc.
The company has established a reasonable internal control system. Through ERP and OA systems, the company has established strict internal approval procedures for monetary funds, procurement and payment, sales and collection, fixed assets, inventory, etc., stipulated the corresponding approval authority, and implemented effective control management to ensure the accuracy, reliability and security of accounting vouchers, accounting and records and their data.
The company employs an accounting firm to audit the company’s financial report in accordance with national laws and regulations and relevant regulatory provisions.
4. Procurement and expenses and payments
The company has established a post responsibility system for procurement and payment business, defined the responsibilities and authorities of relevant departments and posts, and ensured the separation, restriction and supervision of incompatible Posts handling procurement and payment business. Strictly abide by the procurement management procedure, procurement management measures, supplier quality management measures, logistics management measures, supplier management measures and other relevant provisions, formulate the introduction, investigation and assessment of corresponding suppliers according to different purchased materials, and strengthen the control of procurement business and cost management. The procurement department shall be responsible for the preparation of the request for quotation or payment of materials, and the financial department shall be responsible for the use of materials according to the requirements of the procurement department and the budget.
5. Sales and collection
The company has established a clear post responsibility system for sales and collection business, defined the responsibilities and authorities of relevant departments and posts, ensured the separation, restriction and supervision of incompatible posts, and strictly implemented the customer related process management procedure, customer satisfaction management procedure, marketing department business operation management measures, accounts receivable management regulations, etc. According to the actual situation of the company’s industry, the company has formulated reasonable sales policies, defined the annual and monthly sales objectives, contract review principles, pricing principles and settlement methods, implemented strict management on the sales price, established a perfect revenue recognition system, made clear provisions on sales and collection, implemented two-line management on product sales and collection of payment, purchased corresponding insurance after collection, and formulated relevant debt recovery system, Regularly communicate contract and business risks with external consulting law firms.
6. Quality and safety environment
The company attaches great importance to the management of quality, safety and environment. It has formulated the management procedure for identification and evaluation of environmental factors, hazard sources, occupational health and safety, labor ethics, inspection and test management procedure, inspection specification formulation management method, accident management system and other relevant controls, monitored and continuously improved the quality of process, procurement, manufacturing, test, inspection, after-sales service and other links, and formulated the quality manual Quality procedure documents, operation guidance documents, quality record forms and other multi-level quality management specifications. The scope of quality control covers all aspects of the company’s operation, such as process, raw material procurement and testing, production, raw material and finished product quality inspection, process control, product after-sales quality control and so on. According to the company’s business situation and relevant systems, the company’s EHS has formulated risk and opportunity management procedures, security management measures, chemical management measures and other procedures to effectively reduce the company’s safety and environmental risks. The company has passed iso9 Dongrui Food Group Co.Ltd(001201) 5 quality management system, iso14 Dongrui Food Group Co.Ltd(001201) 5 environmental management system, iso134852016 medical device quality management system, IECQ qc08 Shenzhen Zhongheng Huafa Co.Ltd(000020) 17 hazardous substance management system, iatf169492016 quality management system, iso27 Dongrui Food Group Co.Ltd(001201) 3 information security management system, iso45 Dongrui Food Group Co.Ltd(001201) 8 occupational health and safety management system, etc.
7. Asset management
The company has formulated a relatively perfect asset management system, such as the measures for the management of fixed assets and intangible assets, established a strict authorization and approval system, clarified the authorization and approval methods, authorities, procedures, responsibilities and relevant control measures, and clearly stipulated the purchase, registration, management, disposal and relevant financial accounting of the company’s assets. Unauthorized institutions or personnel are strictly prohibited from handling fixed assets business. For purchased assets, clarify the responsibilities and authorities of purchase requisition and approval and the corresponding purchase requisition and approval procedures, and implement them in accordance with the relevant provisions of the company on purchase and payment.
For the disposal of scrapped and unusable fixed assets, clarify the disposal application, approval process and approval authority.
The capital construction and capacity construction projects implemented and planned to be implemented by the company strengthen the management. The system covers the key control points of project research, project approval, project plan and budget, procurement, material management, construction process control, acceptance and delivery, capital plan and project financial accounting, so as to implement more standardized project management and control of the project.
At least once a year, the company shall form an inventory team composed of finance department, internal audit department and asset use related departments to conduct a comprehensive inventory and inspection of fixed assets.
8. Related party transactions
In order to regulate the company’s related party transactions, ensure the fairness of the company’s related party transactions and safeguard the legitimate rights and interests of the company and all shareholders of the company, the management system of related party transactions and the independent director system are formulated in accordance with the company law, the securities law, the stock listing rules and other relevant provisions, which clearly stipulates the decision-making procedures of related party transactions to ensure the fairness, impartiality and rationality of related party transactions. At the same time, the company’s major related party transactions have been deliberated and approved by the board of directors and the general meeting of shareholders, and the corresponding decision-making procedures for related party transactions have been performed, which is in line with the provisions of laws, regulations and the articles of association.
A written agreement shall be signed between the company and related parties for related party transactions. The signing of the agreement shall follow the principles of equality, voluntariness, equivalence and compensation, and the content of the agreement shall be clear and specific.
The conclusion, change, termination and performance of relevant agreements of the company shall be disclosed in a timely and complete manner in accordance with relevant national regulations and the provisions of the company on external information disclosure.
9. Internal audit
The internal audit department of the company is responsible to the audit committee of the board of directors. Under the guidance of the audit committee, the internal audit department independently exercises audit functions and powers without interference from other departments and individuals. The head of the internal audit department is appointed by the board of directors and equipped with full-time auditors to conduct internal audit on the company’s operation and management, financial status and internal control implementation, make reasonable evaluation on the authenticity, rationality and legitimacy of its economic benefits, and report to the audit committee. 10. Information system
The company attaches importance to information security management, formulates and issues the standard management measures for organization master data, information security management measures, it management measures, articles of association of information security committee, information backup management measures, information security incident report and handling measures, and information system vulnerability management measures, and strictly implements them, constantly strengthening the management and construction of information system, including
