About Sunwoda Electronic Co.Ltd(300207)
Verification opinions of internal control evaluation report in 2021
Dongxing Securities Corporation Limited(601198) (hereinafter referred to as " Dongxing Securities Corporation Limited(601198) ", "recommendation institution" and "joint lead underwriter") as the recommendation institution of Sunwoda Electronic Co.Ltd(300207) (hereinafter referred to as " Sunwoda Electronic Co.Ltd(300207) " company ") for non-public issuance of shares and public issuance of convertible corporate bonds, in accordance with the administrative measures for listing recommendation business of securities issuing banks and the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 13 - recommendation business According to the requirements of relevant laws, regulations and normative documents such as the Listing Rules of Shenzhen Stock Exchange on the gem (revised in 2020), the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on the gem, and the basic norms of enterprise internal control, the self-evaluation report of 3 Kairuide Holding Co.Ltd(002072) 021 annual internal control (hereinafter referred to as the evaluation report) issued by the company has been verified, The details are as follows:
1、 Evaluation conclusion of the company's internal control
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.
2、 Internal control evaluation of the company
(I) internal control scope
According to the risk oriented principle, the company determines the main units, businesses and matters included in the evaluation scope and high-risk areas.
1. The main units included in the evaluation scope include Sunwoda Electronic Co.Ltd(300207) , Sunwoda Electronic Co.Ltd(300207) Electric Vehicle Battery Co., Ltd. (including its subsidiary Sunwoda Electronic Co.Ltd(300207) Huizhou Power New Energy Co., Ltd., Nanjing Sunwoda Electronic Co.Ltd(300207) new energy Co., Ltd., Nanchang Sunwoda Electronic Co.Ltd(300207) new energy Co., Ltd.), Huizhou Liwei New Energy Technology Co., Ltd. (including its subsidiary Zhejiang Liwei Energy Technology Co., Ltd.) Sunwoda Electronic Co.Ltd(300207) Huizhou new energy Co., Ltd., Huizhou Yingwang Precision Technology Co., Ltd., sunwoda electronic India Private Limited, Huizhou Sunwoda Electronic Co.Ltd(300207) Intelligent Industry Co., Ltd., Shenzhen Sunwoda Electronic Co.Ltd(300207) Intelligent Technology Co., Ltd., Shenzhen xinzhiwang Electronics Co., Ltd., Dongguan Liwei Energy Technology Co., Ltd., Zhejiang Sunwoda Electronic Co.Ltd(300207) Electronics Co., Ltd. The total assets of the units included in the evaluation scope accounted for 91.24% of the total assets in the company's consolidated financial statements, and the total operating revenue accounted for 92.16% of the total operating revenue in the company's consolidated financial statements.
2. The main businesses and matters included in the evaluation scope include corporate governance, organizational structure, human resources, corporate culture, social responsibility, internal audit and supervision, development strategy, project management, R & D management, capital activities, procurement business, asset management, sales business, financial report, comprehensive budget, contract management, external guarantee, information system, production management and information disclosure.
3. The high-risk areas of focus mainly include:
(1) Corporate governance
The company has established and continuously improved the corporate governance structure in strict accordance with the requirements of laws and regulations such as "enterprise internal control standard system". The general meeting of shareholders, the board of directors, the board of supervisors, the audit committee, the remuneration and assessment committee, the strategy committee and other governance institutions are well established, perform their respective duties, and effectively standardize the management and operation of the company.
(2) Organizational structure
The company establishes an organizational structure according to the requirements of strategic operation and management, and establishes an independent business division or subsidiary company according to the actual operation characteristics and needs of the business. This year, the company continued to implement the division system. Under the leadership and authorization of the board of directors, the company implemented the general manager responsibility system and the person in charge of the division and functional center. The general manager is responsible for the operation and management of the company to the board of directors; The general manager shall sign the annual performance contract with the principals of each business unit, and the principals of the business unit and the functional center shall implement the specific operation and management of the corresponding business, and be responsible to the general manager for their respective operation and management results.
(3) Development strategy
The strategy committee under the board of directors of the company is responsible for studying and making suggestions on the company's long-term development strategy and major investment decisions. The company has formulated the detailed rules for the work of the strategic committee of Sunwoda Electronic Co.Ltd(300207) board of directors and the provisions on the management of Sunwoda Electronic Co.Ltd(300207) strategic planning, which defines the procedures for the research, preparation, adjustment, organization and implementation, assessment and evaluation management of strategic planning, so as to promote the sound development of the company.
(4) Corporate culture
The company has always maintained the spirit of "hard work, self-improvement, pioneering and enterprising". The company has shown its firmness and unity as always, and finally formed the Sunwoda Electronic Co.Ltd(300207) core value culture of "achieving customers, self-criticism, integrity, passionate struggle and teamwork". With the continuous development and growth of the enterprise, Sunwoda Electronic Co.Ltd(300207) creates a people-oriented cultural atmosphere, which not only gives full care to employees in life, but also gives employees sufficient help and support in work, provides a broad development platform for each employee, practices the core values of the company, and effectively realizes the common growth of the enterprise and employees.
(5) Human resources
According to the situation of human resources and the needs of future development, the company has optimized the management systems of human resources planning, recruitment, training, promotion, performance appraisal and salary management; Take employees' professional ethics and professional competence as important standards for employee promotion and employment; The company has strengthened internal and external training, established Sunwoda Electronic Co.Ltd(300207) University as the internal training college platform, focusing on talent service, ensuring the continuous improvement of the knowledge and skills of managers, technicians and ordinary employees at all levels, continuously improving the quality of employees, realizing the rational allocation of human resources and comprehensively improving the core competitiveness of the company.
(6) Financial activities
The company implements centralized management of funds, and formulates and implements the management regulations of Sunwoda Electronic Co.Ltd(300207) monetary funds, management regulations of Sunwoda Electronic Co.Ltd(300207) capital budget and raising, and management regulations of Sunwoda Electronic Co.Ltd(300207) business expense reimbursement in accordance with the company law of the people's Republic of China (hereinafter referred to as "the company law") and Sunwoda Electronic Co.Ltd(300207) articles of Association (hereinafter referred to as "the articles of association"), Clarify the company's fund management and requirements. The company has unified investment and financing management, strengthened the monitoring of capital business of branches and subsidiaries, and improved the utilization rate of funds; Strictly implement the requirements for the separation of responsibilities, authorities and posts in various links such as financing, investment and operation, and establish a perfect authorization approval control procedure to ensure the safety and effectiveness of the use of funds.
(7) Procurement business
The company has built a supplier management system, improved the procurement operation mechanism, optimized the procurement business process, and improved the procurement efficiency, efficiency and standardization.
(8) Asset management
The company has formulated and implemented the Sunwoda Electronic Co.Ltd(300207) fixed assets management regulations, strengthened the dynamic management of fixed assets, established a regular property inventory system for fixed assets and other physical assets, and set up full-time fixed assets management personnel in the company to strictly control the links such as asset demand assessment, purchase requisition, warehousing and acceptance, and establish strict approval authority to record, maintain, maintain, inventory, internal allocation Monitor the whole process of scrapping and cleaning.
For inventory, the company has established a clear inventory classification standard, established a strict control process approval link, and stipulated the procedures for materials, semi-finished products, finished products acceptance and warehousing, warehousing, picking and issuing, inventory checking, inventory disposal and other related activities. Through regular and irregular inventory inspection and other inspection activities, the company timely finds the weak links in management, reasonably confirms the inventory impairment loss, continuously improves the company's inventory management level, and ensures the integrity and accuracy of inventory information. In order to ensure the safety of the company's products, the company has strengthened the insurance of assets to ensure the safety and integrity of assets.
(9) Sales business
The company has formulated and implemented Sunwoda Electronic Co.Ltd(300207) sales forecast management process, Sunwoda Electronic Co.Ltd(300207) contract management regulations, Sunwoda Electronic Co.Ltd(300207) marketing management regulations, Sunwoda Electronic Co.Ltd(300207) customer credit limit management regulations and Sunwoda Electronic Co.Ltd(300207) payment recovery management process and other systems, established perfect sales business-related processes, reasonably set up sales business-related posts, and clarified responsibilities and authorities, A strict management system and authorization approval procedures have been formed to ensure the authenticity and integrity of the sales business and the timeliness of the recovery of sales funds.
(10) Financial Report
The company has formulated unified accounting policies in accordance with the requirements of relevant national laws and regulations and in combination with the actual situation of the company. It defines the business process of financial report preparation, submission and analysis, standardizes the division of responsibilities and post separation of all links of financial report, and ensures the authenticity and integrity of financial report and the sufficiency and timeliness of report.
(11) Contract management
The company has formulated Sunwoda Electronic Co.Ltd(300207) contract review management process, Sunwoda Electronic Co.Ltd(300207) contract management regulations, Sunwoda Electronic Co.Ltd(300207) seal management regulations and other relevant documents to standardize contract approval and performance. The company's contracts are unified to the legal review, and the president's office centrally manages the seal, which can take effect only after obtaining effective authorization and approval. All contracts are unified to the president's office for centralized filing, and special personnel are assigned to track their implementation regularly, which effectively prevents and reduces legal risks.
(12) Related party transactions
In accordance with the company law, the securities law of the people's Republic of China, the Shenzhen Stock Exchange GEM Listing Rules (revised in 2020) and other relevant laws, regulations and normative documents, the company has formulated the Sunwoda Electronic Co.Ltd(300207) related party transaction management system to regulate the company's related party transactions, and also made provisions on related party transactions in the articles of association. According to the regulations of the system and normative documents, the approval and deliberation procedures of related party transactions were performed in the company's business activities during the reporting period. The related party transactions were fair, just and open, and did not damage the legitimate rights and interests of the company and all shareholders.
(13) Investment management
The company has formulated Sunwoda Electronic Co.Ltd(300207) foreign investment management system, Sunwoda Electronic Co.Ltd(300207) investment project management regulations, Sunwoda Electronic Co.Ltd(300207) investment review management regulations, Sunwoda Electronic Co.Ltd(300207) post investment management regulations and other control systems. At the same time, the company's Foreign Investment Authority stipulates strict review and decision-making procedures.
(14) External guarantee and financing control
The company has formulated the Sunwoda Electronic Co.Ltd(300207) external guarantee management system, and the rules of procedure of the board of directors of the company stipulate strict review and decision-making procedures for the company's guarantee. All directors of the company shall prudently treat and strictly control the debt risk arising from the external guarantee, and be responsible for the losses arising from the illegal or improper external guarantee. When the board of directors deliberates on the external guarantee, it shall be deliberated and approved by more than half of the directors and approved in writing by more than 2 / 3 of the directors present at the board of directors. Without the consent of the board of directors or the approval of the general meeting of shareholders, the company shall not provide external guarantee. At present, the company does not have any illegal guarantee behavior, nor does it have the situation that major shareholders illegally occupy the company's funds.
(15) Internal audit and supervision
The company has established an audit committee under the board of directors and formulated the detailed rules for the work of the audit committee of Sunwoda Electronic Co.Ltd(300207) board of directors. The company has established an internal audit department under the audit committee and formulated Sunwoda Electronic Co.Ltd(300207) internal audit management system, Sunwoda Electronic Co.Ltd(300207) anti fraud management regulations, Sunwoda Electronic Co.Ltd(300207) report acceptance and investigation management regulations, Sunwoda Electronic Co.Ltd(300207) honest and ethical behavior management regulations Procedures and systems such as Sunwoda Electronic Co.Ltd(300207) internal control supervision and management regulations and Sunwoda Electronic Co.Ltd(300207) incompatible post internal control management regulations. The company conducts training, publicity and warning education on the organization's internal control, integrity and ethics, anti fraud supervision and audit knowledge, laws and regulations, fraud cases, etc., implements various internal control systems into decision-making, implementation, supervision, feedback and other links, and promotes employees, especially the management, to improve their legal awareness and law-abiding business philosophy, so as to strengthen internal supervision and operate the internal control system well to effectively prevent various major risks. The internal audit department and auditors of the company shall exercise their functions and powers independently and objectively and be responsible to the board of directors. The internal audit department shall conduct independent and objective supervision and evaluation activities on the company and its affiliated units. Further improve the management by reviewing and evaluating the appropriateness, authenticity, legitimacy, rationality, effectiveness and other relevant materials of corporate governance, business activities, management activities, financial revenue and expenditure, internal control and so on, so as to promote the realization of economic objectives. The internal control evaluation system and audit system were launched in 2020, and the acceptance was completed in 2021. In order to further strengthen the company's internal compliance management, prevent compliance risks and achieve sustainable development, the compliance management center was established in 2021. In the selection of integrity and compliance demonstration park and integrity and compliance demonstration enterprises jointly carried out by Bao'an District credit office and district compliance office, it was rated as "Bao'an District integrity and compliance demonstration enterprise" and one of the first batch of "3A" credit enterprises.
The above units, businesses, matters and high-risk areas included in the evaluation scope cover the control items required by the basic norms of enterprise internal control and the application guidelines of enterprise internal control, without major omissions, and meet the relevant requirements of enterprise internal control.
(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 enterprise internal control standard system and the guidelines for internal control of listed companies.
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
The quantitative and qualitative criteria for the evaluation of internal control defects in financial reports determined by the company are as follows (the company judges the importance of misstatement and omission in financial reports based on total assets):
Standard general defect important defect major defect
Quantitative misstatement
