Sichuan Tianyi Comheart Telecom Co.Ltd(300504)
Self evaluation report on internal control in 2021
Sichuan Tianyi Comheart Telecom Co.Ltd(300504) all shareholders:
According to the provisions of the basic norms of enterprise internal control and its supporting guidelines and other internal control supervision requirements, combined with the company's internal control system and evaluation methods, and based on the daily supervision and special supervision of internal control, we conducted a self-evaluation on the effectiveness of the company's internal control on December 31, 2021 (the benchmark date of internal control evaluation report).
1、 Important statement
Internal control is a process implemented by the board of directors, the board of supervisors, managers and all employees to achieve control objectives. It is the responsibility of the board of directors to design, implement and maintain effective internal control, evaluate its effectiveness and truthfully disclose the internal control evaluation report under the supervision of the corporate governance and 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 establishing and implementing internal control: to ensure the implementation of relevant national laws and regulations and the company's internal system, plug loopholes, eliminate hidden dangers, prevent and timely detect and correct errors and fraud, and protect the safety and integrity of the company's assets. Standardize the company's financial behavior, improve the authenticity, integrity and timeliness of financial information, and improve the information quality of enterprise financial reports. 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 or 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 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 major aspects in accordance with the requirements of the enterprise 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
(I) organization of internal control evaluation
1. Evaluation procedure: establish an evaluation team and formulate an evaluation plan; On site inspection; The evaluation team studies and identifies the defects of internal control; Discuss and review the rectification plan; Report to the board of directors for deliberation and approval in accordance with the specified authorities and procedures.
2. Evaluation method: an evaluation team is formed to comprehensively collect the evidence of the company's internal control design and effective operation by using various methods such as individual interview, questionnaire, special discussion, walk through test, statistical sampling and comparative analysis, and study and identify the defects of internal control design and operation.
(II) 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 businesses and matters included in the scope of this evaluation include: organizational structure, development strategy, human resource management, administrative management, procurement management, production management, sales management, asset management, capital activities, research and development, information system, information disclosure management, related transaction management and control of subsidiaries. Focus on the following high-risk areas: procurement, production, sales and asset management. The internal control of the above businesses and matters covers the main aspects of the company's operation and management, and there is no major omission.
The main operations and matters included in the scope of evaluation include:
1. Organizational structure
The company has established the general meeting of shareholders, the board of directors and the board of supervisors in strict accordance with the company law, the articles of association and other relevant provisions. The board of directors has four special committees: Strategy Committee, audit committee, remuneration and assessment committee and Nomination Committee. It has established a set of relatively perfect governance system based on the articles of association, the working rules of the general manager and the rules of procedure of various professional committees. Clarify the responsibilities, authorities, procedures and obligations of the general meeting of shareholders, the board of directors, the board of supervisors and the management in decision-making, implementation and supervision; It has formed a corporate governance structure with scientific division of labor among power institutions, decision-making institutions, management institutions and supervision institutions, each performing its own responsibilities and effectively checking and balancing; It ensures that each institution and personnel can exercise their rights and perform their duties in accordance with the system and norms.
The internal institutions set up by the company include: Board office, sales management center, procurement management department, electronic production center, administration department, human resources department, Research Institute, quality inspection department, quality management department, finance department, audit department, process and it management department, etc. Through the rational division of department responsibilities and post responsibilities, and the implementation of the principle of separation of incompatible positions, a mechanism of clear division of labor, mutual cooperation and mutual checks and balances is formed among various departments, which ensures the orderly and healthy operation of the company's production and operation activities and the realization of control objectives.
2. Development strategy
The company has formulated strategic development plans and annual business objectives, supplemented by specific strategies and business process plans to clearly convey the company's business objectives to each employee.
3. Human resource management
The company has set up internal institutions in accordance with the principle of mutual checks and balances, and established a relatively perfect decision-making system, execution system and supervision feedback system. At the same time, the company has made clear the responsibilities, authorities, working conditions and work requirements of each functional post, so as to set posts and select people according to their posts, avoid setting things or posts according to people, and ensure that the selected personnel can meet the requirements of post responsibilities. In accordance with the provisions of the labor law and relevant laws and regulations, the company has established a relatively perfect management system in the recruitment, resignation, allocation, salary, training, attendance, performance management, incentive and promotion of human resources. This year, the company added systems such as department performance bonus evaluation management and employee performance evaluation management system and collective contract performance report to strengthen the internal control of human resources. This year, in order to optimize the company's human resources operation standards, clarify and standardize the company's recruitment principles and operation processes, respect talents, attach importance to talents, cherish talents, manage talents like customers, and gradually optimize and improve the job search and entry experience of job seekers, the recruitment SOP is specially optimized.
4. Administration
The company has incorporated corporate values, business philosophy and corporate spirit into the management standards of employee behavior norms and attached great importance to the publicity and promotion of corporate culture. The company has always adhered to the corporate culture concept of "integrity, integrity, innovation, development and sharing", and organized and carried out rich corporate culture construction activities. In terms of archives management, implement the concept of "big administration", focus on unified and standardized archives management of branches and subsidiaries in Chengdu, Shanghai and Shenzhen, and manage archives scientifically, comprehensively and systematically. Continue to standardize and implement the office supplies management system, u9 input the purchased office supplies every quarter, and scientifically and reasonably control the expenses of office supplies.
5. Procurement management
In order to promote the company's reasonable procurement, meet the needs of production and operation, and prevent the risk of fraud in procurement, the company has defined relevant process specifications and control requirements for the key control links of procurement management, mainly including new supplier development plan, supplier selection and procurement price management procedure, procurement execution management procedure, external provision process, product and service management procedure, etc. According to the supplier assessment and evaluation standards, the company regularly carries out comprehensive evaluation on all suppliers, strengthens the punishment of suppliers who fail to perform the contract, formulates an incentive mechanism for high-quality suppliers, increases the purchase share and gives priority to the application of materials in new products. Organize excellent suppliers to the company for technical exchange and training on R & D, and further optimize and improve the company's supply chain management system, which is conducive to the formation of mutually beneficial and win-win partnership between the company and suppliers, so that the enterprise has an advantage in the fierce competition.
6. Production management
The company has formulated such documents as material preparation process, work order management process, production work order verification and material management measures, material purchase management, test management procedure, product and service release management procedure, and made normative requirements and control constraints on production plan control and product quality control. The production management department completes the audit of information security system, TL9000, ESD, intellectual property management system, QES and Theil certification; Formal operation of work order management, product manufacturing process and life cycle management processes and standards. The production management department shall conduct spot check on the work order closing every month, and supervise and rectify the problems in time to ensure the effective and controllable operation of work order management.
7. Sales management
The company has formulated documents such as sales receivable management process, sales plan management system, bidding management regulations, contract and order management regulations, product delivery management regulations, customer credit management measures, after-sales service management system, product and service requirements management procedure, customer satisfaction survey management procedure, delivery management system of the Ministry of transport and so on, which defines risk-oriented Cost effective sales control measures, standardize sales behavior, prevent sales risks, promote the stable growth of the company's sales and expand market share. The company has conducted in-depth analysis and prediction on the market, and prepared and decomposed the sales plan according to the company's strategic development requirements and the market share of winning the bid, so as to guide the sales plan. The company attaches importance to the development of potential target customers and evaluates the credit of customers with sales intention. The company is trying to meet the constantly updated customer credit dynamic files by strengthening customer maintenance services and upgrading the accounting system, so as to promote the realization of sales objectives and create a brand image. Revised the office management regulations and strengthened the daily management of field staff outside; The weekly meeting system was improved, and the weekly plan and arrangement were supervised and assessed.
8. Inventory management
Through the warehouse management system, the company has determined the principles of inventory management, defined the scope and classification of inventory, specified the warehousing process of raw and auxiliary materials, packaging materials, products in process, finished products and other inventory, and effectively controlled the key links such as inventory acceptance and warehousing, receiving and issuing, inventory counting, daily storage, return and replacement and disposal of dead goods.
9. Financial activities
In terms of monetary capital control, the company strictly follows the principle of incompatible post separation, sets up full-time personnel to manage monetary capital, and conducts cash inventory every month. Unauthorized personnel are strictly prohibited from contacting and handling monetary capital business. The company shall prepare a capital plan according to the needs of production and operation, and organize the implementation according to the plan. The formulation and implementation of the fund plan are basically reviewed and approved according to the approval authority set by the company.
10. Research and development
The company has formulated relevant systems such as material drawing specification, material certification management procedure, R & D document preparation guide, review process management specification and project demand change specification, optimized the organizational structure and post responsibilities of the R & D department according to the needs of business development, standardized R & D management procedures, and driven the progress of the enterprise with "scientific and technological innovation". The internal audit department focuses on tracking and auditing the progress of R & D projects.
11. Information system
In terms of information construction, the company has promoted mobile approval and paperless office through nailing platform, OA information system and ERP management system, and strengthened the timely transmission of basic business information and financial information of the company. The company has passed ISO27001 information security system certification and deployed tinder anti-virus system and anti disclosure system. Through the anti disclosure system, various behaviors of employees and office equipment of each department are checked regularly to ensure the safe and stable operation of the information system. The company has established a control system and timely evaluation on information system development and maintenance, access and change, data input and output, document storage and custody, network security and other aspects. Strengthen the quality of it work through systematic work, improve the stability of IT services, integrate and analyze all kinds of relevant data, identify potential risks, optimize and avoid the risks of server space overflow and data backup loss in time, and fully ensure the continuity of business.
12. Information disclosure management
In accordance with the company law, the securities law, the measures for the administration of information disclosure of listed companies and other relevant laws and regulations, and in combination with the actual situation of the company, the company has formulated the information disclosure management system, the external information submission and use management system, the internal reporting system of major information, etc., and standardized the process and authority of information disclosure management. During the reporting period, the company's internal control over information disclosure was strict, sufficient and effective, and there was no violation of the above system.
13. Related party transaction management
The company has formulated the related party transaction management system in strict accordance with the relevant documents such as the Listing Rules of Shenzhen Stock Exchange and the articles of association. Conduct all-round management and control on the company's related party transactions, including transaction principles, related parties and related relationships, decision-making procedures and information disclosure of related party transactions, determination and management of related party transaction prices, so as to ensure that the related party transactions concluded between the company and related parties comply with the principles of fairness, openness and impartiality. The company has no major defects in the control of related party transaction decisions.
14. External guarantee management
The company has formulated the external guarantee management system in accordance with the company law, the stock listing rules of Shenzhen Stock Exchange and the relevant provisions of the articles of association. Clarify the scope of the company's guarantee and set the responsibilities and authorization of the general meeting of shareholders, the board of directors, the chairman of the board of directors, the finance department and other relevant departments in the external guarantee business. Ensure the authenticity and legality of the company's external guarantee; Reduce the guarantee risk and ensure the safety of assets. The company has no major defects in the internal control of external guarantee.
15. Foreign investment management
The company has formulated the foreign investment management system in accordance with the company law, the stock listing rules of Shenzhen Stock Exchange and the relevant provisions of the articles of association. Improve investment efficiency, avoid risks brought by investment, and use funds effectively and reasonably; Safeguard the interests of the company and investors. This year, the company contributed 5 million yuan to Shanghai lipai Guangjing Technology Co., Ltd. and subscribed 318109 yuan of new registered capital, accounting for 2.2936% of the registered capital; 8.8046 million yuan (including 4600 yuan of tax) was invested to transfer 1 million shares of Shenzhen huaxida Technology Co., Ltd. held by Zhuhai Jinpin entrepreneurship Sharing Platform Technology Co., Ltd., accounting for 1.1396% of the total shares of Shenzhen huaxida Technology Co., Ltd; The company made two contributions to Gran Kangxi Technology (Shanghai) Co., Ltd., with a total contribution of 10 million yuan. The two contributions held a total registered capital of 38618500 yuan of Gran Kangxi Technology (Shanghai) Co., Ltd., accounting for 40% of the registered capital
