Central China Securities Co.Ltd(601375)
About Henan Yicheng New Energy Co.Ltd(300080)
Verification opinions on self-evaluation report of internal control in 2021
Central China Securities Co.Ltd(601375) (hereinafter referred to as ” Central China Securities Co.Ltd(601375) ” or “independent financial consultant”) as an independent financial consultant and continuous supervision organization for Henan Yicheng New Energy Co.Ltd(300080) (hereinafter referred to as ” Henan Yicheng New Energy Co.Ltd(300080) ” or “the company”) to issue shares and convertible corporate bonds to purchase assets and raise supporting funds and related party transactions, in accordance with the company law, the securities law and the measures for the administration of financial consulting business for mergers and acquisitions of listed companies The requirements of regulations and normative documents such as Shenzhen Stock Exchange GEM Listing Rules (revised in December 2020), Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 2 – standardized operation of GEM listed companies, listed company governance standards, basic norms of enterprise internal control, guidelines for evaluation of enterprise internal control, and the requirements of 3 Beijing Jingxi Culture&Tourism Co.Ltd(000802) 021 annual internal control self-evaluation report (hereinafter referred to as the “internal control evaluation report”) has been carefully verified, as follows:
1、 The objective of the company to establish internal control
1. 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.
2. Establish an internal organizational structure that meets the requirements of corporate governance, and form a scientific decision-making mechanism, implementation mechanism and supervision mechanism to ensure the realization of the company’s production and operation objectives.
3. Establish an effective risk management system for each risk control point, strengthen comprehensive risk prevention and control, and ensure the normal, orderly and efficient operation of the company’s business activities.
4. Standardize the company’s accounting behavior, ensure the authenticity and integrity of financial statements and relevant information, and improve the quality of accounting information.
5. Timely plug loopholes and eliminate hidden dangers, prevent and timely find errors and fraud, and protect the overall safety and integrity of the company’s assets.
6. Ensure the implementation of relevant national laws and regulations and the company’s internal control system.
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、 Purpose of the company’s internal control system
1. Establish and improve the company’s internal decision-making and management mechanism, and ensure that the company’s internal decision-making structure and management mechanism meet the requirements of the company’s scientific management.
2. Establish an effective risk control system, strengthen risk management and ensure the normal and orderly operation of the company’s business activities.
3. Establish a good internal business environment of the company, prevent and timely detect and correct all kinds of errors and fraud, protect the safety and integrity of the company’s property and protect the legitimate rights and interests of investors.
3、 Principles followed in the establishment and implementation of the company’s internal control
1. Principle of comprehensiveness
Internal control will run through the whole process of decision-making, implementation and supervision, covering various businesses and matters of the enterprise and its subordinate units.
2. Principle of importance
Focus on important businesses and high-risk areas on the basis of comprehensive control.
3. Principle of checks and balances
Form mutual restriction and supervision in the aspects of governance organization, institutional setting, power and responsibility distribution and business process, and take into account the operation efficiency at the same time.
4. Adaptability principle
The internal control shall adapt to the business scale, business scope, competition and risk level of the enterprise, and shall be adjusted in time with the changes of the situation.
5. Cost benefit principle
In the process of internal control design and implementation, weigh the implementation cost and expected benefits to achieve effective control at an appropriate cost.
4、 Basis for internal control evaluation of the company
The internal control evaluation report of the company evaluates the effectiveness of the design and operation of the company’s internal control in 2021 on the basis of daily and special supervision of internal control in accordance with the requirements of the basic norms of enterprise internal control and the guidelines for the evaluation of enterprise internal control, combined with the current system and current implementation of the company’s internal control.
5、 Basic scope of internal control evaluation of the company
According to the principle of risk orientation, the company determines the main units, businesses, matters and high-risk fields included in the evaluation scope. The units included in the evaluation scope are Henan Yicheng New Energy Co.Ltd(300080) and all its wholly-owned subsidiaries.
The evaluation scope and high-risk areas cover the main aspects of the company’s operation and management, and there are no major omissions. 6、 Business matters and effective implementation of the company’s internal control evaluation
The main businesses and matters included in the evaluation scope of the company include: organizational structure, development strategy, human resources, social responsibility, corporate culture, fund management, procurement business, inventory management, production and quality control, sales business, engineering management, fixed assets, research and development, financial report, information transmission, related party transaction management, external guarantee, management of subsidiaries and other high-risk fields, It covers the main aspects of the company’s daily production, operation and management.
1. Organizational structure
According to the modern enterprise system and the development direction of the enterprise’s long-term strategic planning, the company has established an organizational structure in line with its own business development requirements. The “three committees” of the general meeting of shareholders, the board of directors and the board of supervisors coordinate the operation, and clarify the powers and responsibilities of the highest authority, decision-making level, supervision level and management level through the articles of association, rules of procedure of the general meeting of shareholders, rules of procedure of the board of directors and rules of procedure of the board of supervisors. By continuously promoting corporate governance, we can effectively standardize the operation and management of the company and improve the operation efficiency.
The general meeting of shareholders of the company is the highest authority of the company and exercises its functions and powers according to law. The company has formulated the rules of procedure of the general meeting of shareholders, which stipulates the convening, proposal and notice, convening, resolution and voting, implementation of resolutions, etc. The company convenes and convenes the general meeting of shareholders in strict accordance with the rules of the general meeting of shareholders of listed companies, the articles of association, the rules of procedure of the general meeting of shareholders and other regulations and requirements, treats all shareholders equally, and provides convenience for shareholders to participate in the general meeting of shareholders as far as possible to enable them to fully exercise their rights.
The board of directors is the company’s decision-making body, responsible for the establishment and supervision of the company’s internal control system, establishing and improving internal control policies and programs, and supervising the implementation of internal control. The company has formulated rules of procedure of the board of directors, independent director system and other systems to ensure the standardized and efficient operation and prudent and scientific decision-making of the board of directors. There are four special committees under the board of directors: Strategy Committee, remuneration and assessment committee, audit committee and Nomination Committee, and the corresponding working rules of the Committee have been formulated. Among them, the audit committee is mainly responsible for the communication, supervision and verification of internal and external audit of the company; The remuneration and appraisal committee is mainly responsible for formulating the performance appraisal system and performance appraisal indicators of the company’s senior managers, and formulating and reviewing the remuneration policies and plans of directors and senior managers; The nomination committee is mainly responsible for studying and recommending the selection criteria and procedures of directors and senior managers, reviewing and making suggestions on the candidates of directors and senior managers of the company; The main responsibility of the strategy committee is to study and make suggestions on the company’s long-term development strategy and major investment decisions.
The board of supervisors is the supervisory body of the company, which supervises and inspects the behavior of directors, presidents and other senior executives, the daily operation and financial status of the company, and is responsible for and reports to the general meeting of shareholders. The company has formulated the rules of procedure of the board of supervisors to ensure the effective operation and role of the board of supervisors. All supervisors can perform their duties in accordance with the requirements of the rules of procedure of the board of supervisors, and supervise the company’s major events, related party transactions, financial status and the performance of duties by directors and senior executives.
There are seven functional departments in the headquarters of the company, namely: party masses work department, general office, financial assets department, securities investment department, enterprise management and legal department, safety and Environment Technology Department and equipment engineering department. The corresponding post responsibilities are formulated, and the responsibilities of each functional department are clear. The company has eight wholly-owned subsidiaries: Kaifeng Pingmei new carbon material technology Co., Ltd., Henan Zhongyuan Dongguan Golden Sun Abrasives Co.Ltd(300606) Technology Co., Ltd., Henan Zhongping Hanbo new energy Co., Ltd., Henan Yicheng Hanbo Energy Technology Co., Ltd., Yuzhou Tiandao new energy material Co., Ltd., Pingdingshan Tianhou New Material Co., Ltd., Nanyang Tiancheng New Energy Technology Co., Ltd. and Kaifeng Hengrui new diamond products Co., Ltd, As well as seven holding subsidiaries of Pingmei Longji New Energy Technology Co., Ltd., Henan Fuxing New Material Technology Co., Ltd., Qinghai Tianlan new energy materials Co., Ltd., Henan Yicheng sunshine new energy Co., Ltd., Anshan ZHONGTE New Material Technology Co., Ltd., Pingdingshan Sanji Carbon Co., Ltd., Henan Shoucheng new technology materials Co., Ltd., and a joint-stock company of Xinjiang Longhai Silicon Industry Development Co., Ltd, Each subsidiary has established a relatively complete decision-making system, execution system and supervision feedback system, and set up corresponding management departments according to the principle of mutual checks and balances.
In accordance with the requirements of relevant laws and regulations, the company has established an organization that meets the business scale and operation and management needs of the company, implemented the principle of separation of incompatible positions, scientifically divided the responsibilities and authorities within each organizational unit, formed a mutual check and balance mechanism, and each department has clear rights and responsibilities to ensure the effective implementation of control measures.
Focusing on the national industrial policy guidance, the company implements the development strategy and industrial structure adjustment requirements of Henan Province and China Pingmei Shenma Group, focusing on the development of core industries of new energy and new materials. Accelerate the construction of photovoltaic power stations and continue to build a “photovoltaic + energy storage” mode; Based on the technological frontier, seize the commanding height of the development of new energy and new materials in the future; Strengthen the interconnection of industrial chains, realize the integrated and coordinated development of upstream and downstream industries, coupled and symbiotic development, move forward in forward-looking fields, and cultivate new economic growth points.
3. Human resources
The company continuously optimizes the construction of human resources according to the strategic needs of business development and the situation of human resources. The company has established and implemented human resources policies conducive to the sustainable development of the company, formulated human resources improvement plans, established and improved human resources management system, and implemented wage system reform. Including: employee selection, cultivation, dismissal and resignation, salary, assessment, promotion, reward and punishment, etc. Through a series of appropriate human resources activities and procedures, we have done a good job in the information construction of human resources management, improved employees’ professional ability and quality, established a reasonable talent echelon, and realized the rational allocation of human resources.
4. Social responsibility
The company emphasizes and fulfills social responsibilities and obligations. The company undertakes the responsibility of value maximization and sustainable development to shareholders; Be responsible for customer service and product quality; Undertake the responsibility of honest transaction and mutual benefit to dealers and suppliers; Be responsible for paying attention to safety, health and career development of employees; Undertake the responsibility of promoting environmental protection and resource conservation; Consciously abide by the laws and regulations of the state and bear the responsibility for maintaining the economic order of the market. The company deeply carried out the safety centralized rectification activities of “re investigation of hidden dangers, re strengthening of double bases and re rectification of work style”, and the independent safety awareness of employees and the independent safety management ability of teams and groups have been effectively improved. By undertaking social responsibilities and obligations to shareholders, customers, dealers, employees and other stakeholders, we can promote harmonious and sustainable development with society and environment.
5. Corporate culture
Corporate culture is not only the soul of an enterprise, but also the inexhaustible driving force to promote its development. The company takes “transforming sunshine into energy and creating a healthy and beautiful life” as its development mission, and takes “scientific truth-seeking, integrity, unity and cooperation, achieving customers, committed to innovation and pursuing success” as the core values of the company’s development, so as to win extensive praise from customers. The company has formulated the employee handbook, which gives clear requirements for employees’ professional ethics and basic code of conduct, and has formed the talent concept of “being a man first and then doing things”. The company’s website and WeChat official account have become platforms for building and publicizing corporate culture, and actively concerned about the management and staff cooperation and work life of enterprises.
6. Fund management
In order to ensure the quality of accounting information and protect the safety and integrity of assets, according to the accounting law, the accounting management measures and expense management measures formulated by the company and other control systems, the company has defined the authorization scope and authorization level management of fund use, defined the post responsibilities of relevant departments, standardized the management process of inventory, fixed assets, intangible assets and other assets, and defined the asset management department According to the relevant responsibilities of the fund management department and the user department, take measures such as asset records, physical storage, regular inventory and account verification to ensure the safety of assets. Further strengthen the rigid control of funds, improve the fund management system, strictly control the fund expenditure according to the fund budget issued by the company, significantly improve the fund operation efficiency, ensure the standardized operation and avoid the fund risk to the greatest extent.
7. Procurement business
The company has established and improved the internal control system of procurement business, defined the post responsibilities of relevant departments, implemented the procurement decision-making meeting for major procurement projects, standardized the procurement management process, including procurement budget management, supplier management, material pricing, procurement contract management, procurement acceptance management, procurement return management, procurement settlement management and other links, and defined the responsibilities and approval authority of purchase requisition, approval, purchase, acceptance, payment and other links, Handle the procurement business according to the specified approval authority and procedures, plug the loopholes in the procurement link and reduce the procurement risk.
8. Inventory management
According to the annual business plan, the company reasonably adjusted the inventory structure, continuously improved the management and control level of inventory, and improved the use efficiency of funds. By establishing and improving the inventory storage system, implementing post responsibilities, and strictly controlling the key links such as inventory acceptance, warehousing, requisition, delivery, inventory, management and disposal, the safety of assets is ensured and the normal development of production and operation activities is guaranteed.
9. Production and quality control
According to the current laws and regulations, the company has formulated the company’s production quality management documents and established a relatively complete quality management system. The production department reasonably arranges and organizes production according to the company’s production plan, so as to successfully complete the production task. The company has always paid attention to the quality of products, set up special departments to specifically manage the quality control of the company’s procurement of raw materials, production and sales of products, formulated a series of quality control systems, performed their duties in strict accordance with the regulations, supervised and monitored the whole process, ensured the effective operation of the quality and quantity system, ensured the effective process control and product quality safety, and all products of the company can be sold only after passing the inspection, Ensure the product quality of the company. 10. Sales business
The company has formulated relevant systems according to its actual situation and market operation, and defined the post responsibilities of relevant departments and relevant methods, processes and tools of market research and analysis of business units; A sales and service network covering major customers in China has been established to provide rapid and diversified pre-sales consultation, technical support and after-sales service according to the needs of customers. Ensure that all sales businesses are handled by the company according to the specified authority and procedures, reduce sales risks and achieve sales objectives.
11. Engineering Management
