Anxin Securities Co., Ltd
About Hunan Yussen Energy Technology Co.Ltd(002986)
Special verification opinions on internal control in 2021
Anxin Securities Co., Ltd. (hereinafter referred to as "Anxin securities" and "sponsor") as a continuous supervision sponsor for the initial public offering and listing of Hunan Yussen Energy Technology Co.Ltd(002986) (hereinafter referred to as " Hunan Yussen Energy Technology Co.Ltd(002986) " or "company"), in accordance with the measures for the administration of securities issuance and listing sponsor business, the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 13 - sponsor business In accordance with the requirements of relevant laws, regulations and normative documents such as the guidelines for self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board, and in response to the internal control self-evaluation report issued by Hunan Yussen Energy Technology Co.Ltd(002986) as of December 31, 2021, measures have been taken for the internal control situation of Hunan Yussen Energy Technology Co.Ltd(002986) 2021, including understanding, testing and evaluating the rationality of internal control design and the effectiveness of implementation, And other procedures deemed necessary. The details are as follows:
1、 Statement of the company on self-evaluation of internal control
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, directors and senior managers 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
(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. Company headquarters.
2. Huizhou Yuxin Chemical Co., Ltd., a wholly-owned subsidiary of the company, is engaged in R & D, production and sales of methyl tert butyl ether, SEC butyl acetate, propane, sulfuric acid, n-butane, methanol, acetic acid, C4 mixture, liquefied gas, propylene, sulfur, isooctane, import and export of goods Technology import and export (except for projects prohibited by laws and administrative regulations; projects restricted by laws and administrative regulations can be operated only after obtaining licenses); Technology transfer and consulting business of the company (for projects that must be approved according to law, business activities can be carried out only after being approved by relevant departments).
3. Huizhou Yuxin New Material Co., Ltd. is a holding subsidiary of the company, and its business scope is R & D and sales: new materials and related products (for projects subject to approval according to law, business activities can be carried out only with the approval of relevant departments).
4. Huizhou Boke environmental protection new materials Co., Ltd., a holding subsidiary of the company, is engaged in the manufacturing of synthetic materials (excluding hazardous chemicals), the manufacturing of basic chemical raw materials (excluding the manufacturing of licensed chemicals such as hazardous chemicals), and the production and sales of chemical products (excluding licensed chemical products) (for projects that must be approved according to law, business activities can be carried out only after being approved by relevant departments).
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
In accordance with the company law, the securities law and other relevant laws and regulations, the company has established a corporate governance structure based on the general meeting of shareholders, the board of directors and the board of supervisors. Combined with the actual situation of the company, the company has formulated the articles of association, 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 independent director system and other systems The supervision organization and management have standardized and established the general meeting of shareholders as the highest authority of the company.
(1) The board of directors of the company is responsible for the general meeting of shareholders and exercises the company's business decision-making power according to law. It has four institutions: Audit Committee, nomination committee, strategy committee and salary and assessment committee.
(2) The board of supervisors of the company is responsible for the general meeting of shareholders and is the supervision organization of the company. It supervises and inspects the performance of duties and financial status of directors and senior managers according to law;
(3) The management of the company is specifically responsible for implementing the resolutions of the general meeting of shareholders and the board of directors and carrying out the daily production, operation and management of the company;
(4) The company sets up a securities department, which is responsible for the management of securities management, information disclosure, investor relations coordination and other related affairs of listed companies.
2. Development strategy
The strategy committee under the board of directors of the company conducts special discussion and Research on the company's long-term development strategy, major investment and financing schemes and capital operation.
3. Human resources
In accordance with the national labor law, labor contract law and other laws and regulations, and in combination with the actual situation of the company, the company has established a comprehensive human resource management system, established and improved the company's labor contract management measures, employee salary management measures and other rules and regulations, and clarified the rights and obligations of both parties to the labor contract. Through the comprehensive management of human resource planning and design, recruitment and allocation, skill training, salary and welfare, performance appraisal, etc., the level of human resource management and control is continuously improved.
4. Social responsibility
The company always puts safety production and environmental protection in the first place, implements sustainable development, abides by various national safety and environmental protection systems, implements environmental protection in each production link, and constantly improves production risk control and environmental protection. The company adheres to the development concept of "people-oriented", fully implements the dual prevention system of safety risk hierarchical control and hidden danger investigation system, continuously increases the investment in safety and environmental protection facilities, and makes all work of safety and environmental protection meticulous and practical. The company carefully studied and implemented the new production safety law and environmental protection law, constantly revised and improved various safety management systems, and ensured the safe and stable operation of production plants throughout the year.
5. Corporate culture
The company strengthens the leading role of Party building and banner and example, promotes the solid development of Ideological and political work with the function of trade union, keeps pace with the times, constantly summarizes the experience of enterprise development, condenses the core values and corporate culture core, and organizes and cultivates the construction of corporate culture with its own characteristics in combination with the actual situation, so as to lay the foundation for the successful completion of the task of the production and operation center. Widely carry out various ball games, photo exhibitions, cool in summer, knowledge competitions, tug of war competitions, festival flag raising and other activities to enhance employees' sense of honor, pride, belonging and cohesion.
Through the publicity platform, recommend advanced models, commend advanced deeds, encourage post innovation and post dedication, enhance the centripetal force and cohesion of the team, and promote the realization of the long-term goal of the enterprise.
6. Fund management
The company has formulated rules and regulations such as the management system of raised funds and the fund management system, formed strict fund approval and authorization procedures, standardized the company's investment, fund-raising and fund operation activities, and effectively prevented the risks of fund activities.
7. Procurement business
The company has formulated the procurement management system, defined the responsibilities and authorities of relevant departments and personnel, straightened out the procedures of purchase requisition, approval, acceptance and payment, and eliminated the loopholes in the procurement and supply link. Continuously broaden the procurement channels. For the procurement of bulk raw materials, adhere to the comparison of quality and price, break the exclusive supply, optimize the procurement volume according to the production needs and raw material market conditions, study and judge the market situation, grasp the procurement opportunity, analyze the cost performance, reduce the production cost, optimize the inventory structure, reduce the capital occupation, and effectively reduce the procurement risk.
8. Asset management
The company strengthened asset management, consolidated the basic work of asset management, and realized standardized and refined asset management. The company has established and improved the asset management system, including the management system of various business fields and links such as fixed assets, warehouse, raw material storage and inventory check, and implemented the operation in strict accordance with various asset management systems and authorization review procedures, defined the purchase authority of various assets, and formulated perfect purchase requisition, approval, purchase and acceptance procedures, including the acceptance, warehousing, receiving, issuance, storage, inventory Effective control of key links such as disposal can effectively prevent the theft, damage and loss of physical assets.
9. Sales business
The company has formulated the "sales management system" and "Regulations on the management of accounts receivable", defined the audit procedures of all sales links such as business negotiation, pricing, delivery and transportation services, defined the responsibilities and authorities of all sales posts, standardized the management of accounts receivable and ensured the safety of payment for goods. Strengthen the performance appraisal of sales personnel to ensure that the payment for goods is returned on time and reduce the risk of capital occupation. Standardize the online management of ERP sales business process, ensure the entry and modification of sales contracts and documents, have strict control, supervision and management, and improve the supervision. Comprehensively strengthen the management of carriers and dangerous chemical transport vehicles to reduce transportation risks.
10. Project
The company has established a series of rules and regulations such as investment project approval, design scheme, project budget, project bidding, project management, project supervision, project cost and completion acceptance, defined the responsibilities and authorities of each post, and formed a strict and effective project supervision and assessment management. Strengthen the management of safe and civilized construction, strict requirements, supervision and assessment, ensure the project quality and the smooth development of new projects, pay close attention to the safety management of the construction site, and accelerate the pace of transformation and upgrading.
11. Guarantee business
The company has improved its external guarantee management to ensure effective control of the financial risks brought by the guarantee. So far, the company has not committed any illegal guarantee behavior.
12. Financial Report
In order to standardize the preparation of the company's financial report, ensure the authenticity and integrity of the financial report, and improve the quality of accounting and information disclosure, the company has standardized the main business processes such as the preparation, review and accounting treatment of the financial report, strengthened the business training of financial personnel in strict accordance with accounting laws and regulations, and clarified relevant work processes and responsibilities to ensure the legality, compliance, authenticity and integrity of the financial report.
13. Comprehensive budget
The company continues to improve the comprehensive budget management system, uses modern information technology to establish a cost control system covering the whole company, defines the approval, decomposition, implementation and assessment of various budget indicators, timely optimizes and improves according to the production and operation conditions, and strictly controls the behavior of exceeding the budget. The cost and maintenance of the company have been strictly controlled, and the cost of production and maintenance have been strictly controlled, so as to achieve the overall cost and benefit of the company.
14. Contract management
According to the requirements of the internal control management system, the company has formulated perfect negotiation procedures for the signing of procurement, sales and other contracts, regularly counted, classified and archived various contracts, and implemented the closed management of the whole process of the contract. The company uses information technology to realize efficient and fast contract approval process and improve approval efficiency through mobile terminals. The contract management department shall regularly supervise and inspect the performance of the contract according to relevant systems, so as to effectively avoid the risk of contract management.
The high-risk areas of focus mainly include:
Fund management risk, asset management risk, procurement business risk, sales business risk, safety production risk, engineering project risk, guarantee business risk, etc.
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.
（2） Basis of internal control evaluation and identification standard of internal control defects
The company organizes and carries out internal control evaluation according to the relevant provisions of the enterprise internal control standard system and the company's internal control evaluation methods.
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:
The quantitative standard takes the operating income and total assets as the measurement indicators. If the loss that may be caused or caused by the defect of internal control is related to profits, it shall be measured by the operating revenue index.
If the defect alone or together with other defects may cause or cause the amount of misstatement in the financial report to be less than 1% of the operating revenue, it shall be recognized as a general defect; If it exceeds 1% but less than 3% of the operating revenue, it is recognized as an important defect; If it exceeds 3% of the operating revenue, it is recognized as a major defect.
Losses that may be caused or caused by internal control defects related to asset management shall be measured by the total asset index. If the defect alone or together with other defects may cause or cause the amount of misstatement in the financial report to be less than 1% of the total assets, it shall be recognized as a general defect; If it exceeds 1% but less than 3% of the total assets, it is recognized as an important defect; If it exceeds 3% of the total assets, it is recognized as a major defect.
(2) The qualitative criteria for the evaluation of internal control defects in financial reporting determined by the company are as follows:
Major defects: major misstatement in the financial report cannot be prevented, discovered and corrected in time due to individual defects or other defects.
In case of the following circumstances, it shall be deemed as a major defect:
1) Invalid control environment;
2) Fraud of directors, supervisors and senior managers of the company;
3) The external audit found that there was a material misstatement in the current financial report, but the internal control failed to find the misstatement in the operation process;
4) Major defects that have been found and reported to the management have not been corrected within a reasonable time;
5) The supervision of the company's audit committee and audit department on the company's internal control is invalid;
6) Correct and restate the published financial report;
7) Other defects that may affect the correct judgment of report users.
Important defect: the misstatement in the financial report that cannot be prevented, found and corrected in time due to individual defects or other defects. Although it does not reach the level of importance, it should still attract the attention of the management.
