Huatai United Securities Co., Ltd
About Hc Semitek Corporation(300323)
Verification opinions of internal control evaluation report in 2021
Huatai United Securities Co., Ltd. (hereinafter referred to as "Huatai united"), as a sponsor of Hc Semitek Corporation(300323) (hereinafter referred to as " Hc Semitek Corporation(300323) ", "company" or "listed company"), issued shares to specific objects and listed on GEM in 2020, according to the administrative measures for listing recommendation business of securities development bank According to the requirements of the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on GEM and other documents, Huatai jointly checked the internal control system of Hc Semitek Corporation(300323) 2021 and issued independent opinions as follows: I. Basic information of Hc Semitek Corporation(300323) internal control
(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 evaluation scope include: Hc Semitek Corporation(300323) , Hc Semitek Corporation(300323) (Suzhou) Co., Ltd. Hc Semitek Corporation(300323) (Zhejiang) Co., Ltd. and Yunnan Lanjing Technology Co., Ltd. the total assets of the units included in the evaluation scope account for 99.88% of the total assets of the company's consolidated financial statements, and the total operating revenue accounts for 100% of the total operating revenue of the company's consolidated financial statements; The main businesses and matters included in the evaluation scope include: company level internal control environment, sales and collection, procurement and payment, inventory management, human resource management, fund management, fixed assets management, financial reporting process and other business process level contents; The high-risk areas of focus mainly include the financial risks caused by bad debt loss of accounts receivable, inventory falling price loss risk, fixed assets impairment loss risk and so on.
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.
The main items included in the scope of evaluation include:
1. Organizational structure
The rules of procedure of the board of directors and the company's general meeting, the rules of procedure of the board of directors and the rules of procedure of the company's general meeting, the rules of procedure of the company's general meeting, the rules of procedure of the company's general meeting, the rules of procedure of the company's general meeting, the rules of procedure of the company's general meeting and the rules of procedure of the company's management have been established and improved in accordance with the requirements of the law of the people's Republic of China on the management of the company, the rules of procedure of the. The organizational structure of the company in 2021 is as follows:
The general meeting of shareholders is the highest authority of the company, which decides the company's business policy and investment plan, considers the company's annual financial settlement plan, profit distribution plan and other major matters, and ensures that all shareholders, especially small and medium-sized shareholders, enjoy equal status and can fully exercise their corresponding rights.
The board of directors is the company's decision-making body, which is responsible to the general meeting of shareholders and exercises the company's business decision-making power according to law. The board of directors of the company has four special committees: Strategy Committee, remuneration and assessment committee, audit committee and Nomination Committee. The members of each special committee have independent directors. In addition, the company also has an audit department, which is responsible for the internal audit of the enterprise and is responsible to the audit committee.
The board of supervisors is the internal supervision organization of the company and is responsible to the general meeting of shareholders. In order to protect the interests of shareholders, especially small and medium-sized shareholders, the board of supervisors earnestly performs its duties, supervises the performance of the company's finance and directors and senior managers, and faithfully, diligently and conscientiously protects the legitimate rights and interests of the company and shareholders.
The management shall be responsible to the board of directors, implement the resolutions of the general meeting of shareholders and the board of directors, and preside over the daily production, operation and management of the company. The company has established an organization suitable for the business model, clearly divided the responsibilities of the internal organization, formulated a complete working system, and formed a set of sound and effective management system. 2. Development strategy
The strategy committee under the board of directors of the company is responsible for formulating the development strategy of the company and guiding the long-term and steady development of the company. In order to ensure the effective operation of the strategy committee, the company has formulated the working rules of the strategy committee of the board of directors. The strategy committee of the board of directors holds regular or irregular meetings to review the major strategic plans and measures for the development of the company, and determine and adjust the development objectives of the company in due time. According to the strategic plan determined by the board of directors, the company's management team formulates the corresponding implementation path and specific objectives, and then decomposes them level by level to each subsidiary and functional department. The decomposed objectives are included in the performance assessment of each organization of the company.
3. Human resources
Fully aware of the importance of human resources to the company's development, the company has formulated a series of human resources policies conducive to sustainable development. Combined with its actual situation, the company has established a set of human resources management system, including a series of management systems such as employee recruitment and employment management, employee training, salary management, employee welfare guarantee, performance appraisal, talent training and promotion, so that the company can operate effectively in talent introduction, employee training, employee assessment, job promotion, career development planning and employee relationship management.
4. Social responsibility
In accordance with the provisions of relevant national laws and regulations and in combination with the actual situation of the company, the company has formulated a relatively perfect management system and standard system in terms of safety production, quality, environment, occupational health and safety management, implemented the safety production responsibility system while strict quality control and inspection, and paid attention to environmental protection, energy conservation and consumption reduction while pursuing economic benefits.
5. Corporate culture
The company has established the core values of "action, professionalism, cooperation and innovation", encouraged to keep pace with the times, be enterprising and pursue excellence, implemented modern management and strengthened risk awareness. Through the construction of corporate culture, the company has established common values, code of conduct and service concept, strengthened team execution and cohesion, and improved the operation efficiency of the company.
6. Financial activities
The company has clear provisions on fund management in the fund settlement management system. At the same time, in order to standardize the storage, use and management of the company's raised funds, ensure the safety of the raised funds, and maximize the protection of the legitimate rights and interests of investors, especially small and medium-sized investors, the company has also specially formulated the measures for the management of raised funds, which has made clear provisions on the special account storage of raised funds, the approval procedures and management supervision of the use of raised funds, and has been in strict accordance with relevant laws, regulations Implementation of normative documents and various systems of the company.
7. Procurement business
In order to ensure the normal production of the company, improve the purchase quality and reduce the purchase cost, the company has formulated a series of control measures, including purchase contract management, inquiry management, acceptance management, reconciliation management and settlement management, and scientifically set the rights and responsibilities of each post, so as to effectively separate the incompatible posts such as purchase, acceptance and payment, and restrict and supervise each other.
8. Asset management
The company has formulated a perfect inventory management system, which clearly regulates the acceptance, warehousing, outbound and storage of inventory, separates the responsibilities of incompatible posts, and regularly organizes personnel to take inventory to ensure the consistency of accounts, accounts and statements. At the same time, the inventory falling price shall be evaluated regularly and the falling price reserves shall be accrued; For sluggish materials, different disposal plans shall be formulated according to the specific status of inventory and production and operation needs.
The company has formulated the purchase process of fixed assets. The purchase of fixed assets shall be applied by the demand department or purchased according to the investment plan approved by the company. The purchase and purchase shall be approved level by level according to the system. The company regularly takes inventory of fixed assets, analyzes the causes of inventory differences, and carries out accounting treatment to ensure the consistency between accounts and facts. 9. Sales business
The company has established a sales and collection control system and formulated a series of control measures for possible risks in the process of sales and collection, including credit management, contract management, price verification management, delivery management, reconciliation management, accounts receivable management, settlement management, etc. at the same time, the rights and responsibilities of each department and post are clarified to ensure that incompatible posts such as sales, delivery and collection can be effectively restricted and supervised.
10. Research and development
The company encourages independent innovation, attaches importance to new product development, specially sets up R & D department and laboratory, strictly follows the process of new product development control procedure in the design process, ensures that the whole new product development process has rules to follow, standardizes, safely and effectively ensures the quality of various R & D achievements of the company and effectively improves the competitiveness of products. 11. Project
The company establishes standardized decision-making procedures for engineering projects, defines the responsibilities and authorities of relevant institutions and personnel, establishes the responsibility system for investment decision-making of engineering projects, strengthens the accounting control of budget, bidding, quality management and other links of engineering projects, and prevents decision-making errors and fraud in the process of project contracting, contracting, construction, acceptance and so on. 12. Financial Report
In order to standardize the company's accounting and information disclosure, improve the quality of accounting information and ensure the authenticity and integrity of financial reports, the company has formulated the financial management system in accordance with the requirements of the company law, the accounting law, the accounting standards for business enterprises and other laws and regulations and relevant supplementary provisions. The company carries out accounting and prepares financial reports in accordance with the financial management system, which effectively ensures the authenticity and integrity of financial information Completeness and accuracy.
13. Contract management
In order to standardize contract management, prevent and control contract risks and effectively safeguard the legitimate rights and interests of the company, the company has established and strictly implemented the contract file management system, so that the conclusion, review, countersignature and execution of the contract have prevented the risk of contract business.
14. Related party transactions
The company has formulated the related party transaction decision-making system, which clearly stipulates the related parties, related relationships, related party transaction principles, related party transaction decision-making procedures, related party transaction information disclosure, legal liability, etc. The related party transactions between the company and related parties comply with the principles of fairness, openness and impartiality. The pricing of related party transactions is fair, which effectively ensures the legitimate rights and interests of all shareholders of the company, especially small and medium-sized shareholders.
15. Internal information transmission
The company has formulated the internal reporting system of major information, the management system of information disclosure affairs, the registration and management system of insiders of insider information, the accountability system for major errors in annual report information disclosure and other systems, established a relatively complete information communication system, clarified the procedures and scope of information processing and transmission, and ensured the accuracy and timeliness of internal information communication. At the same time, clarify the responsibility of information disclosure to the person, clarify the internal confidentiality measures before information disclosure, and ensure that the company's information disclosure meets the requirements of relevant laws and regulations.
16. Information system management
In order to promote the effective implementation of internal control, improve the modern management level of the enterprise and reduce human manipulation factors, the company has established an effective information and communication mechanism. The company has set up an information center, equipped with professionals for information system management, and established ERP system, MES system and OA collaborative office system. Each system operates normally and the process is standardized. The company has formulated various internal management systems such as internal communication control procedure to ensure smooth information and timely transmission of major information to decision-making bodies such as management, board of directors and board of supervisors, so as to ensure that all decisions are scientific and timely.
(II) basis of internal control evaluation and identification standard of internal control defects
The company organizes and carries out internal control evaluation according to the provisions of the enterprise internal control standard system and its supporting guidelines.
According to the identification requirements of the enterprise internal control standard system for major defects, important defects and general defects, and in combination with factors such as the company's size, industry characteristics, risk preference and risk tolerance, the board of directors of the company distinguished internal control over financial reports from internal control over non-financial reports, studied and determined specific identification standards for internal control defects applicable to the company, which were consistent with those in previous years. The identification standards of internal control defects determined by the company are as follows:
1. Identification criteria for defects in internal control over financial reporting
The quantitative criteria for the evaluation of internal control defects in financial reporting determined by the company are as follows:
Financial quantitative standards are directly linked to the importance level of financial statements. The estimated defects directly affect the amount of misstatement that may be caused by accounting subjects. The impact degree of defects is determined according to the following judgment standards, and then the defect grade is determined after considering other factors. The materiality level is generally calculated through the data in the financial statements. The benchmark can select total assets, net assets, operating income, total profit, net profit, etc. according to these five indicators, the importance level can be tested.
The quantitative criteria for the evaluation of internal control defects in financial reporting determined by the company are as follows:
Category major defect important defect general defect
The proportion of misstatement involving profits in operating revenue is more than 1%, between 0.5% ~ 1% and less than 0.5%
The proportion of misstatement involving assets and liabilities in total assets is greater than 0.5%, between 0.25% ~ 0.5% and less than 0.25%
The qualitative criteria for the evaluation of internal control defects in financial reporting determined by the company are as follows:
The qualitative criteria for the evaluation of internal control defects in financial reporting determined by the company are mainly determined according to the nature, scope and characteristics of the potential negative impact of defects.
When any of the following circumstances occurs to the company, it indicates that the internal control may have a serious impact or deviation on the realization of the company's objectives, which shall be recognized as a major defect, as follows:
① Violation of national laws, regulations or normative documents;
② Bribery, fraud or ultra vires of directors, supervisors, general managers and senior managers; ③ Lack of important systems or control, resulting in systematic failure of internal control;
④ Major or important defects of previous years have not been rectified in time;
⑤ Restate the previously disclosed financial statements and correct major financial misstatements;
⑥ It is found that there are significant misstatements in the current financial statements, but the internal control fails to find them in the operation process; ⑦ Significant loss of the company's assets due to the failure of internal control;
⑧ The supervision and inspection of internal control by the audit committee and the internal audit function is invalid;
⑨ Key or important incompatible posts are not properly separated;
⑩ Improper authorization management of information system may lead to illegal operation and fraud.
When any of the following situations occurs to the company, it indicates that the internal control may have a serious impact or deviation on the realization of the company's objectives, which shall be recognized as an important defect:
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 accounting 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 financial statements achieve the goal of authenticity and accuracy.
General defects: refer to other control defects except major defects and important defects.
2. Identification standard of internal control defects in non-financial reporting
The quantitative criteria for the evaluation of internal control defects in non-financial reporting determined by the company are as follows:
Category major defect
