Changshu Tianyin Electromechanical Co.Ltd(300342)
Internal control self evaluation report
Changshu Tianyin Electromechanical Co.Ltd(300342) all shareholders:
In accordance with the provisions of the basic norms of enterprise internal control and its supporting guidelines and other internal control regulatory requirements (hereinafter referred to as the “enterprise internal control system”), in combination with the internal control system and evaluation methods of Changshu Tianyin Electromechanical Co.Ltd(300342) (hereinafter referred to as the “company”), on the basis of daily and special supervision of internal control, we have evaluated the rationality of the establishment of the company’s internal control as of December 31, 2021 The integrity and effectiveness of implementation were evaluated.
1、 Important statement
It is the responsibility of the board of directors of the company to design, implement and maintain effective 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, the board of supervisors and the directors, supervisors 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 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 enterprise operation and management, asset safety, authenticity and integrity of financial reports and relevant information, improve operation efficiency and effect, and promote the realization of enterprise 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, the failure to make timely adjustments due to changes in the situation may lead to inappropriate internal control, or the degree of compliance with control policies or procedures may be reduced. It is risky 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 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
（1） Scope of internal control evaluation
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 evaluation scope include the company, its wholly-owned subsidiaries and holding subsidiaries.
The main businesses and matters included in the evaluation scope include: corporate governance, organizational structure, development strategy, internal audit, human resources, corporate culture and information disclosure at the company level; Fund management, sales business, procurement business, production management, asset management, engineering management, research and development, related party transactions, guarantee business, financial reporting, etc. at the business level. The high-risk areas of focus mainly include fund management, sales and collection management, procurement and payment management, asset management, related party transactions, subsidiary management, 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.
1. Internal environment
(1) Governance structure
In accordance with the company law, the securities law, the articles of association and other laws and relevant provisions, the company has established a standardized corporate governance structure and rules of procedure, defined the responsibilities and authorities in decision-making, implementation and supervision, and formed a scientific and effective division of responsibilities and check and balance mechanism.
① The nature of the general meeting of shareholders, the rules of procedure for convening the general meeting of shareholders, and the rules of procedure for convening the general meeting of shareholders have been formulated, which specify the power, functions and powers of the general meeting of shareholders and the voting procedures of the company. The formulation and effective implementation of the rules ensure that the general meeting of shareholders exercises the decision-making power on major matters according to law, which is conducive to protecting the legitimate rights and interests of shareholders. ② The board of directors is the company’s permanent decision-making body, which is responsible to the general meeting of shareholders, deliberates and makes decisions on major decision-making issues in the company’s business activities, or submits them to the general meeting of shareholders for deliberation. The directors are elected by the general meeting of shareholders and the chairman is elected by the board of directors. The board of directors is composed of 9 directors, including 1 Chairman and 3 independent directors. There are four special committees and the office of the board of directors, including the strategy committee, the audit committee, the remuneration and assessment committee and the Nomination Committee; The special committees are held by the directors and independent directors of the company. The company has formulated the rules of procedure of the board of directors, the working system of independent directors, the working rules of the strategic decision-making committee, the working rules of the audit committee, the working rules of the remuneration and assessment committee and the working rules of the nomination committee, which stipulate the selection and employment procedures of directors, the obligations of directors, the composition and responsibilities of the board of directors, the rules of procedure of the board of directors, the working procedures of independent directors Composition and responsibilities of each special committee. The formulation and effective implementation of these systems can ensure that the special committee can effectively perform its duties and provide help for the scientific decision-making of the board of directors.
③ The board of supervisors is the supervisory body of the company, which is responsible for supervising the behavior of directors and managers and the company’s finance. The board of supervisors of the company is composed of three supervisors, one of whom is the employee representative. The company has formulated the rules of procedure of the board of supervisors, which clearly stipulates the responsibilities of supervisors, the functions and powers of the board of supervisors, the convening and notification of the board of supervisors, resolutions, etc. The formulation and effective implementation of the rules will help give full play to the supervisory role of the board of supervisors and protect the interests of shareholders, the company and the legitimate interests of employees from infringement.
④ The general manager is fully responsible for the daily operation and management activities of the company and organizes the implementation of the resolutions of the board of directors. The company has formulated the general manager’s working rules, which stipulates the responsibilities of the general manager, the general manager’s office meeting and production scheduling meeting, the general manager’s reporting system, supervision system and other contents. The formulation and effective implementation of these systems ensure the effective implementation of various decisions of the board of directors, and improve the operation and management level and risk prevention ability of the company.
(2) Establishment of internal audit institutions
The audit committee under the board of directors of the company is responsible for the communication, supervision and verification of internal and external audits of the company in accordance with the rules of procedure of the audit committee and other provisions. The audit committee consists of three directors and two independent directors, one of whom is an accounting professional and serves as the convener of the Committee. The audit committee has an internal audit department, which has the professional ability to carry out audit work independently. The company has established an internal control and supervision system, defined the responsibilities and authorities of internal audit institutions and other internal institutions in internal supervision, and standardized the procedures, methods and requirements of internal supervision, as well as the scope and frequency of daily supervision and special supervision. For internal control defects found in the process of supervision, timely analyze the nature and causes of defects, put forward rectification plans, and timely report to the board of directors, the board of supervisors or the management in an appropriate form.
(3) Internal organizational structure
The internal institutions set up by the company include: Production Department, procurement department, sales department, securities department, technology development department, finance department, internal audit department, office, human resources department and logistics department.
By reasonably dividing the responsibilities of each department and post, and implementing the principle of separation of incompatible posts, a mechanism of clear division of labor, mutual cooperation and mutual checks and balances is formed between each department, which ensures the orderly and healthy operation of the company’s production and operation activities and the realization of control objectives.
(4) Development strategy
Based on the comprehensive analysis and scientific prediction of the current situation and future trend, the company formulates and implements long-term development objectives and strategic planning. Divide the core strategy into long-term development strategy and short-term strategy according to the time span, and set the time interval of long-term development strategy as three years to meet the challenges of industry competition and the changes of China’s macro environment; Set the time interval of short-term development strategy as 1 year (equivalent to annual business objectives and plans); At the end of each year, according to the changes of internal and external factors and competitive situation, combined with the implementation of the strategic objectives of the previous year, formulate the business objectives and annual plan of the company for the next year, and adjust the strategic development plan if necessary.
(5) Human resources policy
The company has formulated human resources policies conducive to the sustainable development of the enterprise, including: employment, training, dismissal and resignation of employees; Salary, assessment, promotion, reward and punishment of employees; Restrictive regulations on the departure of employees who master state secrets or important business secrets, etc.
Through the combination of external introduction and internal training, the company will improve the quality of employees, improve the talent structure, and establish an echelon talent team suitable for the company’s development strategy. Further improve professionals in various posts, reasonably determine the salary structure, establish a long-term incentive plan, organically combine the career planning of employees with the development planning of the company, strive to create a mechanism and environment to attract, retain and encourage talents to stand out, and attract and encourage excellent talents to serve the enterprise for a long time.
(6) Corporate culture
The company takes independent innovation, energy conservation and emission reduction as the product development direction; To develop the enterprise and benefit the people; Take scientific development and harmonious society as the guiding ideology of enterprise development, be a socially responsible enterprise and make more contributions to the development of the Chinese nation. The company’s management philosophy: people-oriented, warm people with feelings, influence people with culture, motivate people with mechanisms, restrict people with systems, and use people based on actual performance; Use the advanced management mode, take the goal as the guidance, take the process as the center, and scientifically and detailedly implement each link of the management work.
(7) Information disclosure
In order to ensure the timeliness, accuracy and completeness of the information disclosed by the company and avoid the leakage of important information, illegal disclosure and other events, the company has formulated the management system of information disclosure, the internal reporting system of major information, the registration system of insiders of insider information, etc. in accordance with the guidelines for fair information disclosure of listed companies and other relevant provisions, which defines the shareholders, directors, supervisors The responsibilities of senior managers for information disclosure have made it clear that the chairman is the first person responsible for the company’s information disclosure, all members of the board of directors are jointly and severally liable, and the Secretary of the board of directors is responsible for coordinating and organizing the specific matters of the company’s information disclosure. The securities department is a special organization responsible for the company’s information disclosure, which standardizes the process, content and time limit of the company’s information disclosure.
During the reporting period, the company’s information disclosure was fair, just and open, and timely, accurately and completely reflected all kinds of major events, operation, financial status and operating results of the company.
2. Control activities
In terms of daily management, the company has formulated a series of legal and effective systems, covering the whole business process and related party transaction management, ensuring that all work has rules to follow and forming a standardized management system. The main business management and control are as follows: (1) capital operation management system
① Monetary Fund Management
The financial department of the company shall set up full-time personnel to manage monetary assets, and unauthorized personnel are strictly prohibited from contacting and handling monetary capital business. The company implements the monetary fund authorization and approval system. The approver shall examine and approve within the scope of authorization in accordance with the provisions of the monetary fund authorization and approval system, and shall not exceed the examination and approval authority. The system stipulates the authority and responsibility of monetary funds from payment application, approval, review and payment, and stipulates that funds with unclear purpose and without necessary accessories or vouchers will not be paid.
During the reporting period, the company used and managed funds in strict accordance with relevant systems, standardized the revenue and expenditure procedures and approval authority of funds, and regularly monitored the changes of funds in each account.
② Fund raising and fund management
The company has formulated the fund raising management system to determine the reasonable fund demand according to the needs of foreign investment and production and operation, determine the reasonable capital structure and financing mode in combination with the principle of capital cost-effectiveness, and standardize the budget plan, decision-making procedure and specific implementation process of financing scheme, as well as the information disclosure related to financing activities. The company normally and orderly carries out fund-raising related activities in strict accordance with the fund raising management system, and reasonably and effectively avoids a series of fund-raising risks such as improper fund-raising decision-making and untimely fund-raising.
(2) Sales and collection business
The company has established relevant processes such as sales plan formulation, customer credit management, sales revenue accounting, delivery and collection, reasonably set up posts related to sales business, clarify responsibilities and authorities, and formed strict management systems and audit procedures to ensure the true and complete recording of sales business and the timely recovery of sales funds.
The company has formulated the financial management system and sales management system, and established the post responsibility system of sales and collection business. When formulating the pricing principles, credit standards and conditions, collection methods and other sales policies of goods or services, the company gives full play to the role of the finance department and personnel, strengthens the accounting control of contract conclusion, commodity delivery and account recovery, and avoids or reduces the loss of bad debts.
During the reporting period, the salesperson regularly monitored the recovery of accounts receivable and actively managed the accounts receivable with the relevant personnel of the financial department. The implementation of the company’s internal control over sales and collection was effective.
(3) Purchase and payment business
The company has reasonably planned and set up institutions and posts for procurement and payment business to ensure the separation of incompatible posts. Implement the procurement of materials according to the material procurement procedures to make the purchased materials meet the GMP requirements. At the same time, the company has also formulated the raw material procurement management system, which clearly stipulates the purchase requisition, approval, procurement, acceptance and storage of raw materials, and establishes a regular market inquiry mechanism to grasp the market dynamics of raw material prices in real time. The procurement cost shall be controlled according to the annual budget target to ensure that the relevant records are true and complete.
During the reporting period, the company’s procurement department strictly followed various systems, implemented the procurement approval and payment process, and improved the cost management ability of procurement business.
(4) Production and cost control
① Production, operation and financial management
Through daily marketing activities and market research, the sales department widely collects the supply and demand information of China and the international market, understands and grasps the sales price of China’s international market, formulates a practical price adjustment plan according to the supply and demand relationship of different varieties in the international and Chinese market, and guides the company to adjust the production and operation plan in time.
Production, operation and financial management aim at maximizing the economic benefits of the company, mainly including the formulation of target profits and the decomposition of indicators, the formulation and assessment of annual production and operation plans and daily management.
② Cost accounting and management control method
The company’s costs and expenses are managed in a centralized manner at different levels. According to the specific contents of the economic responsibility system, the company has summarized them at different levels and conducted strict assessment, and established a cost control system. All departments shall set the cost budget indicators according to the requirements of various plans
