Xiangcai Securities Co., Ltd
About Xuchang Ketop Testing Research Institute Co.Ltd(003008)
Verification opinions of internal control evaluation report in 2021
Xiangcai Securities Co., Ltd. (hereinafter referred to as "Xiangcai securities" or "sponsor") as the sponsor of Xuchang Ketop Testing Research Institute Co.Ltd(003008) (hereinafter referred to as " Xuchang Ketop Testing Research Institute Co.Ltd(003008) " or "company") for initial public offering and listing in 2020, in accordance with the measures for the administration of securities Issuance and listing sponsor business and the stock listing rules of Shenzhen Stock Exchange The relevant matters of Xuchang Ketop Testing Research Institute Co.Ltd(003008) 2021 annual internal control evaluation report have been verified in accordance with the provisions of relevant laws and regulations 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. The details are as follows:
1、 Xuchang Ketop Testing Research Institute Co.Ltd(003008) important statement of internal control evaluation
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, 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 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 company's sustainable development strategy. Due to the inherent limitations of internal control, the internal environment, macro environment, policies and regulations continue to change, which may lead to the inapplicability or deviation of the original internal control system and activities, which will affect the company's achievement of established business objectives and development strategies. 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. In this regard, the company will timely track the changes of internal and external environment, policies, laws and regulations, supplement and improve the internal control system and control procedures, strengthen internal control activities, actively and effectively prevent and control risks, and provide reasonable guarantee for the authenticity and integrity of financial reports and the realization of the company's development strategy and business objectives.
2、 Xuchang Ketop Testing Research Institute Co.Ltd(003008) the conclusion of internal control evaluation
According to the identification standard 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 standard of major defects in the company's internal control over non-financial reports, the company found no major defects in the 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、 Xuchang Ketop Testing Research Institute Co.Ltd(003008) internal control evaluation
(I) evaluation scope of internal control
According to the principle of risk orientation, the company determines the main units, businesses and matters and high-risk areas included in the evaluation scope. The evaluation content covers the five elements of the enterprise's internal control, namely, the internal environment, risk assessment, control activities, information and communication, internal supervision and so on.
The main units included in the evaluation scope include the parent company Xuchang Ketop Testing Research Institute Co.Ltd(003008) and its subsidiary Zhuhai Xuchang Ketop Testing Research Institute Co.Ltd(003008) Technology Co., Ltd. the total assets of the units included in the evaluation scope account for 100% of the total assets in the disclosed consolidated financial statements of the company, and the total operating revenue accounts for 100% of the total operating revenue in the disclosed consolidated financial statements of the company.
The scope included in the evaluation covers the main businesses and matters of the company and its subsidiaries, including corporate governance structure, organization, human resources, corporate culture, social responsibility, fund management, sales and collection, procurement management, related party transaction management, foreign investment, foreign guarantee, asset management, research and development, quality management, project management, budget management, cost management, financial report Internal information transmission, information system, information disclosure, internal supervision and management and other aspects. The high-risk areas of focus are sales and collection management, procurement management, related party transaction management, investment management, fund management, asset management, engineering management, information disclosure, etc., with special focus on the whole process control and evaluation of the revenue and expenditure, storage and investment projects of listed raised funds.
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.
In accordance with the company law of the people's Republic of China, the securities law of the people's Republic of China, the basic norms of enterprise internal control, the supporting guidelines for internal control, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange, and the rules for the preparation and reporting of information disclosure of companies offering securities to the public No. 21 - General Provisions for the annual internal control evaluation report, and other laws and regulations, In accordance with the provisions of the articles of association, combined with the company's internal control system and evaluation methods, the evaluation procedures were strictly implemented by using the methods of walk through test, field inspection, sampling, comparative analysis of the same industry and special discussion, and the company conducted a comprehensive and in-depth inspection and key evaluation of the company's internal control in 2021; This paper focuses on the risk prone areas of the company's internal control, and takes effective rectification measures in time to correct deviations, resolve risks and prevent accidents.
The internal audit department of the company is responsible for dynamically monitoring the operation of internal control, checking and evaluating on time every quarter, dissecting the causes of internal control defects and abnormalities found in the inspection, proposing improvement measures, implementing the subject of responsibility, supervising and solving them regularly. The internal audit department submits the internal control audit report to the board of directors and the board of supervisors every quarter, and the operation management is responsible for implementing the rectification in place. A complete internal control system of decision-making, implementation and supervision has been basically formed and operated in an effective cycle. Now the self-evaluation of the company's internal control in 2021 is reported as follows: 1. Corporate governance structure
In accordance with the requirements of the company law, the securities law, the articles of association and other laws, regulations and normative documents, the company has established a standardized corporate governance structure of the general meeting of shareholders, the board of directors, the board of supervisors and the management, and formulated the Xuchang Ketop Testing Research Institute Co.Ltd(003008) 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 working system of independent directors and the working system of the Secretary of the board of directors The general manager's working rules and other main management systems have defined the scope of responsibilities and authorities, rules of procedure and decision-making mechanism of the general meeting of shareholders, the board of directors, the board of supervisors and the management, so as to ensure the separation and checks and balances of decision-making, implementation and supervision, and form a scientific and effective division of responsibilities and check and balance mechanism.
Under the board of directors, the company has set up four professional committees: Strategy Committee, finance and audit committee, nomination committee and salary and assessment committee to provide professional support for the scientific decision-making of the board of directors. The strategy committee is responsible for the company's strategic planning, major investment and financing decisions, evaluation of corporate governance, etc; The finance and audit committee is responsible for reviewing and supervising the information and disclosure of the company's financial reports, supervising the design and implementation of internal control system, and proposing to hire or replace external audit institutions; The remuneration and assessment committee is responsible for formulating and managing the remuneration system and regular assessment of the remuneration of the company's directors, supervisors and senior managers; The nomination committee is responsible for the selection of directors, general managers and senior managers of the company and the training planning of senior managers and key reserve talents.
At present, there are 5 directors on the board of directors of the company, including 2 independent directors. In the nomination committee, financial audit committee and remuneration and assessment committee, independent directors account for the majority, and independent directors act as the convener of the nomination committee, financial audit committee and remuneration and assessment committee, which gives full play to the professional and independent role of independent directors.
2. Organization
According to the needs of business operation, the company has set up internal audit department, information center, human resources department, comprehensive management department, quality supervision department, finance department, customer service center, R & D center, securities affairs department and various experimental research centers, which clearly stipulates the main responsibilities of each department. Major matters of daily operation are collectively decided by the general manager's office meeting, forming a system of performing their own duties, assuming their own responsibilities, cooperating with and restricting each other The interlocking internal control system has played a vital role in the company's testing activities, expanding scale, improving quality, increasing benefits and ensuring safety.
During the reporting period, the company enriched and strengthened the internal audit force and professional inspection team, and further improved the functions of the organization through continuous improvement of the management system, division of department responsibilities, hierarchical authorization, etc; The organizational structure of Zhuhai cape has been established to further enhance the organizational ability of the subsidiary's independent operation and internal control functions, so as to make preparations for the completion and operation of the fund-raising project on schedule.
3. Human resources
The company has formulated personnel management system, leave and leave management system, salary management system, KPI assessment management system, employee training and assessment management system and other systems, and defined personnel employment, labor service, attendance and leave, performance evaluation, salary and welfare, reward and punishment policies. Based on the principle of respecting knowledge and talents, combined with business characteristics, the company provides employees with various forms of training, such as new employee induction training, business skill training, management skill training and training instructor training, and constantly improves the training management system, so that the training can really improve the core competitiveness of the company and the core skills of each employee. The company implements the strategy of invigorating the enterprise with science and technology and strengthening the enterprise with talents, and encourages employees to innovate and climb the technological peak. During the reporting period, the employees of the company successively won many honors such as "the fourth Xuchang great craftsman", "the tenth batch of excellent academic and technical leaders of Xuchang City", "the great craftsman of Xuchang Economic and Technological Development Zone in 2021", "Xuchang talent" and so on.
The company has always paid attention to the construction of corporate culture, created the core values of "speed, smile and help customers succeed", and implemented Crosby's quality management thought of "zero defects". The company has actively carried out various forms of corporate culture learning and publicity activities, forming a positive value outlook and a good working atmosphere of exploration, innovation and teamwork in the company. In the three dimensions of employee ability, employee thinking and employee governance, we have built and cultivated organizational ability, built a complete corporate culture system covering corporate vision, corporate mission, core values and quality policy, continuously improved the level of corporate culture, created an excellent corporate culture brand and integrated into the comprehensive core competitiveness of the enterprise.
5. Social responsibility
The company has always attached importance to and actively fulfilled its social responsibilities. While constantly creating value for shareholders, the company actively undertakes social responsibilities, adheres to equal emphasis on economic benefits, social benefits and environmental benefits, and promotes the harmonious development of society. Pay attention to the protection of the rights and interests of shareholders and creditors and create good public relations; Pay attention to the protection of employees' rights and interests and help employees grow in multiple dimensions; Win win cooperation with suppliers and strive to help customers succeed; Pay attention to environmental protection and do a good job in sustainable development; Participate in social welfare and actively fulfill social responsibilities.
In 2021, the covid-19 epidemic in Xuchang was repeated many times, but the company never laid off workers, which fully guaranteed the stability of social employment; When Henan was hit by the "July 20" flood and covid-19 epidemic, the company responded quickly, actively and urgently prepared and donated all kinds of living materials to contribute to flood fighting and disaster relief and epidemic prevention and control with practical actions.
6. Fund management
The company has formulated the fund raising management system, monetary fund management system, related party fund transaction management system and other systems, and established the management workflow of cash and bank deposit management, bill management, bank account management, internal fund centralized management, fund budget management, fund raising management, monetary fund short-term financial management, fund supervision and assessment, related party fund transaction and so on Detailed the company's fund management activities, and defined the approval authority and audit procedures; Reasonable division of labor and mutual restriction have strengthened the whole process management of capital operation, standardized the planning, implementation, control, analysis, prediction and assessment of the company's financial revenue and expenditure, made the whole process transparent and rigorous, effectively prevented the occurrence of fraud and ensured the effective management of capital activities. During the reporting period, the company organized fund activities in strict accordance with the above provisions, continuously strengthened the audit of fund payment, and effectively prevented and controlled fund risks.
During the reporting period, the company revised the management system of raised funds in accordance with the latest regulations of China Securities Regulatory Commission and Shenzhen Stock Exchange and relevant laws and regulations, combined with the actual management needs of the company, and further clarified the investment direction of raised funds, the approval of the use of raised funds, the storage of unused raised funds, the report and supervision of changes in raised funds and accountability. The company strictly implemented the management system of raised funds, established a standing book for the use of raised funds, achieved the purpose of earmarking funds for special purposes, actively cooperated with the supervision and inspection of the sponsor, timely informed the sponsor of the use of raised funds, and ensured the safety and legal use of raised funds; The internal audit department shall inspect the storage and use of the raised funds once a quarter and timely report the inspection results to the finance and Audit Committee of the board of directors. During the reporting period, there was no illegal use of the company's raised funds, and there was no damage to the interests of shareholders, especially the interests of minority shareholders.
7. Sales and collection
The company has formulated the entrusted testing contract management system, test equipment sales contract management system and other systems, and defined the management process of sales business, contract signing, performance, change and cancellation, contract payment and other processes. The company has established a post responsibility system for the relevant positions engaged in testing and equipment sales business. The customer service center is responsible for the evaluation of customer credit rating, the approval and signing of sales contracts, the confirmation of sales business and the tracking of contracts. The finance department is responsible for the information input of payment collection, the confirmation of income and the issuance of invoices. Each link has defined their respective rights and responsibilities, mutual restriction requirements and measures.
According to the newly revised accounting standards for Business Enterprises No. 14 - Revenue (CK [2017] No. 22) issued by the Ministry of finance, the company began to implement the new accounting standards for Business Enterprises No. 14 - revenue in January 2020 and formulated the supporting revenue recognition management system, which made it clear that the company should perform the performance obligations in the contract when determining the operating revenue, that is, the revenue should be recognized when the customer obtains the control of relevant commodities. The company can correctly recognize and measure the revenue on a monthly basis in strict accordance with the requirements of the new revenue accounting standards and the revenue internal control system, ensuring the timeliness, integrity and accuracy of revenue recognition.
The company has formulated the accounts receivable management system and the company's collection and customer credit management system, and the customer service department and business department timely urge customers to implement the collection agreement of entrustment contract and sales contract. The financial department recognizes the payment collection of the testing business contract to the specific contract in the entrustment system every day, and the entrustment system root
