China Securities Co.Ltd(601066)
About Suzhou Anjie Technology Co.Ltd(002635)
Verification opinions on self evaluation report on internal control in 2021
In accordance with the provisions of relevant laws, regulations and normative documents such as the measures for the administration of securities issuance and listing recommendation business, the stock listing rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board, and the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 13 - recommendation business, work
China Securities Co.Ltd(601066) through on-site communication with the company's directors, supervisors, senior managers and relevant personnel of the finance department, internal audit department and other departments, we obtained relevant information and communicated with the accounting firm hired by the company; Consulted the minutes of the general meeting of shareholders, the board of directors and other meetings, the report of the board of supervisors, as well as various business and management rules and regulations; Consult the self-evaluation report issued by the company's management and comprehensively and carefully check the integrity, rationality and effectiveness of the company's internal control.
2、 Internal control evaluation
(I) evaluation scope of internal control
1. Main units included in the scope of evaluation
The scope of this internal control evaluation covers all business operations and matters of the company and its holding subsidiaries, focusing on major business matters and high-risk areas.
2. Main operations and matters included in the scope of evaluation
Including: organizational structure, human resources, corporate culture, fund management, sales and collection, procurement and payment, budget management, guarantee business, related party transactions, investment and subsidiary management, preparation of financial reports, information disclosure management, etc.
(1) Organizational structure
The "three meetings" of the company, i.e. the general meeting of shareholders, the board of directors, the board of supervisors and a sound management system of the company, respectively perform the responsibilities of decision-making, implementation and supervision according to law; Special committees for audit, nomination, remuneration and assessment and strategy are established under the board of directors to support the scientific decision-making of the board of directors. The company reasonably sets up internal institutions and subordinate branches according to business needs, with clear responsibilities and normal operation of all departments and branches. The company has 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 working rules of the general manager and other working systems. At the same time, all departments and branches of the company have formulated complete working systems, forming a complete, compliant and effective system.
(2) Human resources
The company has established a complete human resource management system, covering personnel employment, salary, performance appraisal, welfare guarantee and employee training, so as to provide a sound system guarantee for the company to establish a high-quality personnel team. The company implements the full staff labor contract system, enters into labor contracts with all employees of the company, and provides employees with various labor and social security measures according to law, so as to ensure the legitimate rights and interests of all employees of the company.
(3) Corporate culture
The company actively cultivates a corporate culture with its own characteristics and is committed to creating opportunities for employees, creating value for shareholders and creating wealth for the society. Adhere to the principle of "respecting the company, enhancing the employees' sense of belonging to the company, building a" green and law-abiding "production culture, and" building a harmonious and law-abiding "work for the enterprise, so as to enhance the employees' sense of belonging to the enterprise, and enhance the employees' sense of belonging to the enterprise. Corporate culture gives every employee a strong sense of mission and crisis. The company's employees meet various challenges in their work with the spirit of learning, innovation and development. In order to promote communication and exchange among employees, the company has carried out a wealth of amateur activities, so that the majority of employees can relax and adjust their body and spirit after busy work, improve the overall cultural and physical quality of employees, and enhance the cohesion of all employees.
(4) Fund management
For fund management, the company has established relevant systems such as bank account and monetary fund management system and raised fund management measures. The company does a good job in fund management in strict accordance with relevant management systems, including fund use and approval, monetary fund management, special storage, use and management of raised funds, so as to ensure the rationality, efficiency and safety of the company's fund use, Ensure adequate financial support for the development of the company. (5) Sales and collection
The company has established a perfect standardized sales management system, strengthened market research, established a scientific information collection and feedback system, timely collected, analyzed and fed back, played the key role of market information in sales decision-making, and made efforts to improve the foresight, pertinence and effectiveness of sales strategy; Create a sales mechanism in line with market rules, quantify responsibilities, and strengthen incentive and assessment measures; Improve the construction of international and Chinese sales teams, optimize the allocation of resources and build a strong sales platform.
The company has strengthened the construction of accounts receivable management system, established internal control systems such as sales control management specification, customer management system, contract review management specification, market prediction and analysis management system and accounts receivable management system, and established accounts receivable management system integrating sales, legal affairs and finance. The company has established a post responsibility system for relevant posts engaged in sales business, including the approval, signing and delivery of sales contracts; Confirmation and recovery of sales payment and relevant accounting records; Issue and manage sales invoices; The provision and approval of bad debt reserves, the write off and approval of bad debts and other links have defined their respective post responsibilities, which restrict and supervise each other.
(6) Procurement and payment
The company has set up a special material department to engage in the procurement of raw materials, and has formulated internal control systems such as procurement control management specification, supplier management operation specification and accounts payable management system to strengthen the internal control of procurement and payment, standardize procurement and payment behavior and prevent errors and fraud in the process of procurement and payment. The company has established a post responsibility system for all relevant posts engaged in procurement business, and defined their respective post responsibilities in the links of purchase requisition and approval, inquiry and determination of suppliers, negotiation and approval of procurement contracts, purchase acceptance and relevant accounting records, payment application, approval and implementation, so as to restrict and supervise each other.
(7) Budget management
In order to ensure the realization of the organization's business objectives and strictly and effectively restrict sales, funds and expenses, the company implements comprehensive budget management and has formulated comprehensive budget management measures.
In the monthly business analysis, timely feed back the budget implementation to the company's management and department heads, focusing on the analysis of the completion of budget indicators and investment. The analysis report includes the completion rate of business objectives, the promotion degree of key action plans, the analysis of problem causes and the improvement plan for the next month. The comprehensive budget is guided by the business plan, and the implementation procedure is to start the preparation of the business plan and budget for the next year at the end of each year. Through the stages of formulating strategies and plans, analyzing the business environment, determining business objectives, decomposing objectives, formulating detailed business plans, implementing plans, analyzing, consulting and approving implementation, the realization of the annual business objectives is monitored, analyzed, implemented and improved. The company holds a rolling budget meeting every quarter, analyzes the actual problems encountered by each department according to the actual situation of the company, and modifies and improves the annual budget objectives.
(8) Guarantee business
In order to protect the interests of the company's investors and creditors, standardize the guarantee decision-making procedures and responsibility system, and establish an effective external guarantee risk control mechanism, the company has formulated the measures for the administration of external guarantee. The company clearly stipulates that the external guarantee of the company shall be approved by more than two-thirds of all members attending the board of directors (involving related party transactions, more than two-thirds of non related directors attending the meeting), and shall be approved by more than two-thirds of all directors, or approved by the general meeting of shareholders. Without the approval of the board of directors or the general meeting of shareholders, the company shall not provide external guarantee. In 2021, the company had no violation of external guarantee.
(9) Related party transactions
The company has formulated the related party transaction decision-making system. The related party transactions of the company are carried out in strict accordance with the Listing Rules of Shenzhen Stock Exchange, the articles of association, the decision-making system of related party transactions and other provisions, and the relevant review and approval procedures are performed. The independent directors of the company are required to give prior approval opinions and independent directors' opinions on the related party transactions. In 2021, the company did not damage the interests of listed companies through related party transactions.
(10) Foreign investment and subsidiary management
The company's investment department, securities department, finance department and audit department are responsible for managing the foreign investment business, and the company's board of directors is responsible for making specific arrangements for the control of subsidiaries. Key evaluation is carried out in the links of feasibility study and evaluation, investment decision-making and implementation, investment performance and evaluation of investment projects. At the same time, professional intermediaries are hired to conduct due diligence, and the responsible personnel, risk points, control measures, control requirements, relevant accountability and other matters of main links are clarified in the business process.
In order to strengthen the control of subsidiaries, ensure the authenticity and reliability of the company's consolidated financial statements, improve the overall operation efficiency of the company and safeguard the interests of the company and all investors, the company has formulated the subsidiary management system. The company exercises management decision-making procedures for subsidiaries by sending directors, supervisors and key management personnel, including unifying accounting policies and accounting estimates, participating in the preparation and review of annual budget, determining its business scope and authority system, special review of major investment and financing and major transactions, etc. the external guarantee business of subsidiaries must be carried out in strict accordance with the articles of association and guarantee system. The company's internal audit institution regularly and irregularly carries out audit supervision on subsidiaries, and urges the establishment and improvement of internal control system and effective implementation.
(11) Preparation of financial report
The financial department of the company is directly responsible for the preparation of the company's financial report, and completes the work in strict accordance with the national accounting policies and other laws and regulations and the relevant internal control system of the company, so as to ensure the authenticity, accuracy and integrity of the company's financial report. For the company's annual financial report, the company employs an accounting firm to audit in accordance with the regulations, and the accounting firm issues an audit report on the basis of the audit to ensure that there are no major errors in the company's financial report. At the same time, the information disclosure of financial reports shall be carried out in accordance with the company's information disclosure management system. In this process, relevant insiders shall be registered and supervised in time to ensure that the company's financial information will not be disclosed in advance.
(12) Information disclosure management
Under the leadership of the Secretary of the board of directors, the company's securities department is responsible for all specific work. The company's information disclosure work is carried out in strict accordance with normative documents such as the Listing Rules of Shenzhen Stock Exchange and the company's internal control system such as the information disclosure management system, so as to ensure the safety, accuracy and timeliness of information disclosure. At the same time, in terms of information disclosure, the company has formulated a series of internal control systems, such as investor relations management system, investor visit reception management system, insider information insider registration system and external information user management system, to ensure that the company's internal information is submitted in time and major information will not be disclosed in advance. In 2021, the company did not make major mistakes in information disclosure or disclose major information in advance.
(13) High risk areas that internal control focuses on
The high-risk areas of focus mainly include fund management, sales and collection, procurement and payment, investment and subsidiary management, human resource management, related party transactions and information disclosure.
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
The company organizes and carries out internal control evaluation in accordance with the basic norms of enterprise internal control and its supporting guidelines and other relevant provisions, in combination with the provisions of relevant systems, processes, guidelines and other documents of the company.
The board of directors of the company distinguished the internal control of financial report from the internal control of non-financial report according to the identification requirements for major defects, important defects and general defects of the enterprise internal control standard system, combined with the factors such as the company's size, industry characteristics, risk preference and risk tolerance, and studied and determined the specific identification standards of internal control defects applicable to the company, which are consistent with the previous years. The identification standards of internal control defects determined by the company are as follows: 1. Identification standards of internal control defects in financial reports
(1) The quantitative criteria for the evaluation of internal control defects in financial reporting determined by the company are as follows:
Based on the data of the company's consolidated financial statements, the quantitative standard for determining the importance of misstatement (including omission) of financial statements:
Major defects: the amount of misstatement ≥ 0.5% of operating revenue
Important defect: 0.3% of operating revenue ≤ misstatement amount ＜ 0.5% of operating revenue
General defect: the amount of misstatement is less than 0.3% of the operating revenue
(2) The qualitative criteria for the evaluation of internal control defects in financial reporting determined by the company are as follows:
Signs of significant deficiencies in financial reporting include:
① Fraud of directors, supervisors and senior managers of the company;
② The company corrects the published financial report;
③ There are significant misstatements in the current financial report found by the certified public accountant but not identified by the company's internal control;
④ The supervision of the audit committee and the internal audit department on the company's external financial report and internal control over financial report is invalid.
Signs of significant deficiencies in financial reporting include:
① Failure to select and apply accounting policies in accordance with GAAP;
② Failure to establish anti fraud procedures and control measures;
③ No corresponding control mechanism has been established or implemented for the financial treatment of unconventional or special transactions, and there is no corresponding compensatory control;
④ There are one or more defects in the control of the financial reporting process at the end of the period, and it can not reasonably ensure that the prepared financial statements achieve the true and complete goal.
General defects refer to other control defects other than the above major defects and important defects.
2. Identification standard of internal control defects in non-financial reporting
(1) The quantitative criteria for the evaluation of internal control defects in non-financial reporting determined by the company are as follows:
Major defect: direct loss amount 0.5% of total assets
Important defect: 0.2% of total assets direct loss ≤ 0.5% of total assets
General defect: direct loss amount ≤ 0.2 of total assets
