China Securities Co.Ltd(601066)
About Zhejiang Yinlun Machinery Co.Ltd(002126)
Verification opinions on self-evaluation report of internal control in 2021
China Securities Co.Ltd(601066) (hereinafter referred to as ” China Securities Co.Ltd(601066) securities” or “recommendation institution”) as a recommendation institution for Zhejiang Yinlun Machinery Co.Ltd(002126) (hereinafter referred to as ” Zhejiang Yinlun Machinery Co.Ltd(002126) ” or “company”) to publicly issue convertible corporate bonds, In accordance with the measures for the administration of securities issuance and listing recommendation business, the stock listing rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, and the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 13 – recommendation business, the self-evaluation report on internal control of Zhejiang Yinlun Machinery Co.Ltd(002126) 2021 was carefully verified, The details are as follows:
1、 Internal control evaluation
(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 Zhejiang Yinlun Machinery Co.Ltd(002126) and its subsidiaries. The total assets of the units included in the evaluation scope account for 92.88% of the total assets in the company’s consolidated financial statements, and the total operating revenue accounts for 91.65% of the total operating revenue in the company’s consolidated financial statements.
The main businesses and matters included in the evaluation scope include: organizational structure, development strategy, human resources, social responsibility, corporate culture, capital activities, procurement business, asset management, sales business, research and development, guarantee business, related party transactions, foreign investment, financial reports, comprehensive budget, information and communication, related party transactions, etc. The high-risk areas included in the focus mainly include: capital risk, investment risk, R & D risk, contract risk, sales risk, procurement risk, 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.
(II) establishment and implementation of the company’s internal control
1. Organizational structure
In accordance with the company law, the securities law, relevant laws and regulations of the China Securities Regulatory Commission and the requirements of the company’s development strategy, the company has established a corporate governance structure with the general meeting of shareholders, the board of directors, the board of supervisors, special committees and senior management as the main body. The board of directors of the company has four special committees: Investment Strategy Committee, nomination committee, salary and assessment committee and audit committee, and defines the responsibilities, authorities, qualifications, rules of procedure and working procedures of each special committee.
In accordance with the principles of science, simplification and efficiency, the company has reasonably set up an organizational structure suitable for the company’s production and operation scale by comprehensively considering the company’s development strategy, cultural concept, management requirements and other factors. The company has set up financial headquarters, audit team, party and government office, talent development center, human resources department, operation headquarters, Marketing Corporation, thermal management technology research institute, strategy and information planning department, quality planning and major project office, business division and other functional departments. The audit team of the company is directly responsible to the audit committee, independent of the financial department, and undertakes the functions of internal audit and supervision.
2. Development strategy
The board of directors of the company has an investment strategy committee, which is mainly responsible for studying and making suggestions on the company’s long-term development strategy and major investment decisions. On the basis of full investigation and research, scientific analysis and prediction and extensive solicitation of opinions, the company defines the three strategic development directions of “accelerating internationalization, realizing technology guidance and improving comprehensive competitiveness”, and formulates an annual work plan accordingly and submits it to the board of directors for discussion. The investment strategy committee is composed of three directors. Each member has strong market sensitivity and comprehensive judgment ability, and can fully understand the trend of national macro policies and the development trend of foreign economy and industry. In case of significant changes in internal and external conditions, timely and effective adjustments shall be made in accordance with the rules of procedure of the investment strategy committee of the board of directors.
3. Human resources
The company has established a “fair and international talent management system” based on the company’s “open human resources and international management”, and has established a “fair and international talent management system” according to the company’s requirements of human resources promotion and management, Formulate various human resources strategies, focus on the post competency requirements, and accumulate excellent personnel in the industry through personnel supplement; Improve business skills through internal training; Encourage excellent personnel and activate the internal environment through the combination of assessment management and reward and punishment; At the same time, through various reward and punishment measures, make the personnel of each post more competent.
4. Social responsibility
The company adheres to the responsibility concept of “observing discipline and law, operating according to law, safety, environmental protection and green development. While developing itself, yinlun actively participates in social public welfare undertakings, returns to the society and benefits the society, employees and local communities”. In the process of production, operation and business development, while creating value for shareholders, strive to protect the natural environment and resource conservation, and actively fulfill the responsibilities to shareholders, creditors, employees, customers, suppliers and other stakeholders; The company attaches importance to product quality and strives to provide customers with high-quality products and services. The company adheres to people-oriented, pays attention to talent training, and constantly improves the working environment of employees to make them safer and more comfortable; In addition, it has handled the labor union inpatient medical mutual assistance insurance for on-the-job employees to ensure the legitimate rights and interests of employees. Over the years, the company has actively participated in social charity and public welfare undertakings, organically combined enterprise development with the performance of social responsibility, and regarded the performance of charity and public welfare, environmental protection and green development as a conscious behavior.
5. Cultural construction
The company establishes the core values of “integrity, excellence, hard work and innovation”, takes “thermal management as its own responsibility, creates value for society, customers and shareholders and realizes a better life” as its corporate mission, and takes “becoming a respected excellent company in the field of thermal management” as its corporate vision. Take the customer as the center, take the striver as the foundation, realize the dream with labor, unite all the forces that can be united, and strive for innovation. The company advocates integrity and trustworthiness, dedication and responsibility, innovation and teamwork, improves the management control system and strengthens the sense of crisis. Cadres should undertake the inheritance of the company’s culture and values. Employees of the company shall abide by the employee manual and earnestly perform their post responsibilities. 6. Financial activities
In accordance with the requirements of accounting standards, listing rules and enterprise internal control standard system, and in combination with the actual situation of the company, the company has formulated the management measures for the use of raised funds, financial management system and other relevant systems. In terms of fund use, the company strictly abides by the requirements of financial management system, strengthens the centralized management of fund activities, and defines the responsibilities and authorities of each link in the actual operation and the requirements of post separation. The company shall open a special account for the use of raised funds, achieve “special account storage, strict examination and approval, standardized use and effective supervision”, and publicly disclose the use of raised funds in strict accordance with the regulations to ensure the compliance of the use of raised funds.
7. Procurement and payment
According to the requirements of enterprise internal control standard system, the company comprehensively combs the procurement business process, improves the relevant systems of procurement business, formulates the supplier management manual, defines a series of processes such as supplier selection, management and assessment, and puts forward the goal of reducing the company’s procurement cost; Clarify the responsibilities and approval authority of purchase requisition, approval, purchase, payment, post purchase evaluation and other links. The company strengthens the management of the procurement process to ensure the traceability of the procurement process. The company strengthens the control of purchase payment and defines the purchase payment process. The company regularly checks and evaluates the weak links in the procurement process, takes effective control measures to ensure that the material procurement meets the needs of the company’s daily production and operation, and effectively eliminates errors and irregularities in the procurement business.
8. Asset management
The company has formulated the equipment management regulations and fixed assets inventory management system, which stipulate the scope of capital project purchase and disposal, purchase and construction approval procedures, disposal approval procedures, approval authority, capital project capital expenditure approval responsibility and other contents, and clarify the responsibilities and authorities of all links of capital industry and the requirements of post separation. In terms of inventory management, the company has formulated relevant inventory management systems, standardized the inventory management process, defined the management requirements of various links such as inventory acquisition, acceptance and warehousing, warehouse management, collection and delivery, asset impairment and inventory, and made full use of the information system to ensure that the risks in the process of inventory management are effectively controlled. 9. Sales and collection
Combined with the actual situation, the company has continuously improved the management systems and processes related to sales and collection business, formulated the sales manual, defined the responsibilities and approval authorities of sales pricing, contract conclusion and approval, delivery, sales return, collection and other links, handled sales and collection business according to the specified procedures, and ensured the realization of the enterprise’s sales and collection objectives by improving the customer credit rating system.
10. Research and development
The company attaches great importance to the research and development of new technologies and products, follows the principle of extensive open cooperation on the basis of independent development, and actively carries out scientific research cooperation with research institutions at home and abroad. Through the adjustment of the organizational structure of the R & D system, the company integrates the R & D resources of the company, establishes a general R & D Institute, an expert resource database and an expert studio, strengthens the management of the whole process of R & D from the aspects of technology R & D, simulation experiment, process equipment and technology management, effectively plans and supervises the R & D progress, quality and resource allocation of products, and promotes the transformation and effective utilization of R & D achievements, Continuously improve the independent innovation ability of enterprises.
11. Guarantee business
In order to ensure that the internal control of external guarantee follows the principles of legality, prudence, safety and mutual benefit, the company has formulated the external guarantee management system in accordance with relevant laws and regulations and the articles of association, which clearly stipulates the principles of external guarantee, the approval authority and procedures of external guarantee, the management and continuous risk control of our guarantee, and the information disclosure of external guarantee, so as to prevent potential risks, Reduce possible losses.
12. Foreign investment
In the articles of association, the company has clearly stipulated the approval authority of the general meeting of shareholders and the board of directors for major investments. At the same time, it has also formulated and improved the investment project management system, defined the responsibilities, authorities and decision-making procedures of the general meeting of shareholders, the board of directors and the chairman of the board of directors in matters such as asset acquisition and sale, foreign investment and entrusted financial management, and strictly fulfilled the corresponding information disclosure obligations. The internal control of the company’s major investment follows the principles of legality, prudence, safety and effectiveness, controls investment risks and pays attention to investment benefits.
13. Financial Report
The company strictly implements the accounting law, accounting standards for business enterprises and other accounting laws and regulations and relevant tax laws and regulations, and has established a series of systems such as financial management system and accounting policy, which are approved, issued and implemented according to the company’s management procedures. The company has continuously improved the contents of accounting policies, accounting subjects, accounting and financial reports, clarified the division of responsibilities and post separation of all links of financial accounting and financial management, and scientific and reasonable organization setting and staffing, so as to ensure the timeliness, accuracy, authenticity and integrity of financial accounting and financial reports.
14. Comprehensive budget
The company has established the comprehensive budget management system, which defines the responsibilities, tasks, working procedures and specific requirements of various links such as budget preparation, approval, implementation and assessment. In the process of establishing and implementing budget control, the distribution of rights and responsibilities and the division of responsibilities are clear. The budget execution control shall comply with the authorization and approval regulations of the company, strictly control the extra budgetary expenditure, strengthen the communication of budget information, timely find the problems in budget execution, formulate relevant improvement measures, clarify the assessment system and ensure the completion of budget objectives.
15. Information and communication
The company has established perfect internal information transmission and communication channels to ensure timely and accurate transmission of information. The company has launched and operated enterprise resource planning system (SAP), sales resource management system (CRM), supplier resource management system (SRM), office automation system (OA) and other information systems, which has accelerated the efficiency of internal information transmission. In terms of external communication, the company has formulated management systems such as information disclosure management system and accountability system for major errors in information disclosure to ensure that the company’s information disclosure complies with relevant laws and regulations of regulatory authorities. The company prepares the disclosure report in detail in strict accordance with the scope, matters and format of information disclosure stipulated by laws and regulations and the company’s system to ensure that the disclosed information is true, accurate, timely and complete.
16. Related party transactions
In accordance with the company law, the Listing Rules of Shenzhen Stock Exchange and other laws and regulations, the company has formulated the related party transaction decision-making system and other relevant systems to ensure that the pricing of related party transactions is fair, the approval and decision-making process is complete, give full play to the supervision role of independent directors, strictly perform the procedures for related directors and shareholders to avoid voting, and timely perform the obligation of information disclosure, Resolutely put an end to the possible encroachment on the rights and interests of listed companies due to related party transactions, and fully protect the legitimate interests of medium and small shareholders. During the reporting period, the decision-making procedures of related party transactions of the company were legal and compliant. All related party transactions of the company followed the principles of fairness and fairness, and no related party transactions were found to damage the interests of the company and other shareholders.
2、 Internal control defect identification standard
(I) identification criteria for defects in internal control over financial reporting
1. The quantitative criteria for the evaluation of internal control defects in financial reporting determined by the company are as follows:
The quantitative standard takes the operating income and total assets as the measurement indicators.
Quantitative standard of defect misstatement items
General defective operating income indicator misstatement amount 1%
Total assets index
Operating income indicator of major defects 1% ≤ misstatement amount 2%
Total assets index
Misstatement amount of major defect operating income index ≥ 2%
Total assets index
2. The qualitative criteria for the evaluation of internal control defects in financial reporting determined by the company are as follows:
Signs of significant deficiencies in financial reporting include:
(1) Fraud by directors, supervisors and senior managers of the company;
(2) Major internal control deficiencies that have been found and reported to the management have not been corrected after a reasonable time;
(3) The certified public accountant found that there were significant misstatements in the current financial report, and the internal control was in operation
