Shanghai Ganglian E-Commerce Holdings Co.Ltd(300226) assurance report of internal control in 2021
catalogue
1、 Assurance report of internal control Page 1-2 II. Description on the internal control system of financial reporting Page 3-12
About Shanghai Ganglian E-Commerce Holdings Co.Ltd(300226)
Assurance report of internal control
TJS [2022] No. 6-218
Shanghai Ganglian E-Commerce Holdings Co.Ltd(300226) all shareholders:
We have verified the attached confirmation made by the management of Shanghai Ganglian E-Commerce Holdings Co.Ltd(300226) (hereinafter referred to as Shanghai Ganglian E-Commerce Holdings Co.Ltd(300226) ) on the effectiveness of internal control over financial statements on December 31, 2021 in accordance with the basic norms of enterprise internal control and relevant regulations.
1、 Description of significant inherent limitations
Internal control has inherent limitations, and there is the possibility of misstatement and undetected due to error or fraud. In addition, due to the change of circumstances, the internal control may become inappropriate, or the degree of compliance with control policies and procedures may be reduced. According to the internal control evaluation results, it is speculated that the effectiveness of internal control in the future has a certain risk.
2、 Restrictions on the users and purposes of the report
This assurance report is only for use when Shanghai Ganglian E-Commerce Holdings Co.Ltd(300226) discloses the 2021 annual report, and shall not be used for any other purpose. We agree that this assurance report, as a necessary document of 3 Jiangsu Nhwa Pharmaceutical Co.Ltd(002262) 021 annual report, shall be submitted together with other materials and disclosed to the public.
3、 Responsibilities of management
Shanghai Ganglian E-Commerce Holdings Co.Ltd(300226) the responsibility of the management is to establish and improve the internal control and maintain its effectiveness. At the same time, in accordance with the basic norms of enterprise internal control and relevant regulations, the effectiveness of internal control on December 31, 2021 shall be recognized and responsible for the above recognition.
4、 Responsibilities of Certified Public Accountants
Our responsibility is to express assurance opinions on the effectiveness of internal control over financial reporting based on the implementation of assurance work.
5、 Job overview
We have carried out the assurance business in accordance with the provisions of other assurance business standards for Chinese certified public accountants No. 3101 - assurance business other than audit or review of historical financial information. The above provisions require us to plan and implement the assurance work to obtain reasonable assurance on whether the information of the assurance object is free from material misstatement. In the assurance process, we have implemented other procedures including understanding, testing and evaluating the rationality of the design and effectiveness of the implementation of the internal control system, as well as other procedures that we consider necessary. We believe that our assurance work provides a reasonable basis for expressing opinions.
6、 Assurance conclusion
We believe that Shanghai Ganglian E-Commerce Holdings Co.Ltd(300226) has maintained effective internal control over financial reporting in all major aspects as of December 31, 2021 in accordance with the basic norms of enterprise internal control and relevant regulations.
This conclusion is formed under the inherent limitations pointed out in the assurance report.
Tianjian Certified Public Accountants (special general partnership) Chinese certified public accountant:
Hangzhou, China Certified Public Accountant:
April 14, 2002
Shanghai Ganglian E-Commerce Holdings Co.Ltd(300226)
Notes on the internal control system of financial reporting
1、 Basic information of the company
Shanghai Ganglian E-Commerce Holdings Co.Ltd(300226) (hereinafter referred to as the company or the company, and the company and its subsidiaries are collectively referred to as the group) was established on April 30, 2000 and changed into a joint stock limited company on March 20, 2008. The company is headquartered in Shanghai. The company now holds a business license with a unified social credit code of 9131 Zte Corporation(000063) 17557680, with a registered capital of 190930620 yuan and a total of 190930620 shares (with a par value of 1 yuan per share), including 7085620 A shares with limited sales conditions; Tradable shares without sale conditions: 183845000 A shares. The company's shares were listed and traded on Shenzhen Stock Exchange on June 8, 2011.
The company belongs to the Internet and related service industry. The group's main businesses and products are information services for steel and related industries, spot steel trading, e-commerce, advertising through its own media, Internet information services, and the development and sales of computer software and network technology.
2、 Objectives and principles for the company to establish internal control system for financial reporting
（1） Objectives of the company's internal control system over financial reporting
It is the responsibility of the board of directors and management of the company to establish, improve and effectively implement internal control. The company's control objectives are to reasonably ensure the legal compliance of enterprise operation and management, asset safety, authenticity and integrity of financial reports and relevant information, improve operation efficiency and effect, and promote the realization of enterprise development strategy. Internal control has inherent limitations, so it can only provide reasonable assurance to achieve the above objectives; Moreover, the effectiveness of internal control may also change with the changes of the company's internal and external environment and business conditions. The company has an inspection and supervision mechanism for internal control. Once internal control defects are identified, the company will take corrective measures immediately.
（2） Basic principles for the establishment of the company's internal control system for financial reporting
The internal control of financial reporting complies with the requirements of relevant national laws and regulations, the guidelines for the standardized operation of companies listed on GEM (revised in 2020) and other relevant provisions of Shenzhen Stock Exchange, as well as the actual situation of the company.
1. Principle of comprehensiveness. Internal control runs through the whole process of decision-making, implementation and supervision, covering various businesses and matters of the company and its holding subsidiaries.
2. Principle of importance. Focus on important businesses and high-risk areas on the basis of comprehensive control.
3. Principle of checks and balances. Restrict and supervise each other in terms of governance institutions, institutional settings, distribution of rights and responsibilities, business processes, and take into account the operation efficiency at the same time.
4. The principle of objectivity. During the evaluation of internal control, objectively and accurately reveal the risk status of operation and management, and truthfully reflect the effectiveness of the design and operation of internal control.
5. Principle of adaptability. The internal control shall adapt to the business scale, business scope, competition and risk level of the enterprise, and shall be adjusted in time with the changes of the situation.
6. Cost benefit principle. In the process of internal control design and implementation, weigh the implementation cost and expected benefits to achieve effective control at an appropriate cost.
3、 Relevant information of the company's internal control system for financial reporting
The establishment and implementation of the company's internal control system for financial reporting on December 31, 2021 are as follows:
（1） Internal control elements of the company
1. Control environment
(1) Corporate governance structure and rules of procedure
The company is a listed company listed on the gem of Shenzhen Stock Exchange in strict accordance with the company law and other relevant laws and regulations and the normative documents of the CSRC.
The company actively improves the corporate governance structure, establishes a modern enterprise system and standardizes the operation of the company. In order to protect the interests of shareholders and protect the company's resources, the company issued the system for preventing the occupation of funds by major shareholders and their related parties and the management system of related party transactions. In order to maintain the openness, fairness and impartiality of the company's information disclosure, the company formulated the information disclosure management system, further established a perfect decision-making and supervision mechanism, and disclosed major information in a timely, accurate and complete manner. The major events and decisions of the company were made public to the public in a timely manner in the "investor relations" column of cninfo.com and the company's website designated by the CSRC, It ensures the right to know of minority shareholders. The company has established the independent director system to effectively supervise the relevant decisions of the board of directors, and the number of independent directors meets the provisions of national laws and regulations. The board of directors has four special committees: the strategy committee, the audit committee, the nomination committee and the Remuneration Committee to provide professional advice for the decision-making of the board of directors. In accordance with the articles of association, the company has formulated a series of management systems, including 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 rules of the strategy committee, the working rules of the nomination Committee, the working rules of the Remuneration Committee, the working rules of the audit committee, the working rules of the general manager, the management system of raised funds and the notification system of major events The board of supervisors and the management have their own responsibilities, and the operation is coordinated and effective.
(2) Organization setting
In accordance with the requirements of relevant laws, regulations and regulatory authorities, the articles of association and the actual operation of the company, the company has established an organization that meets the needs of the company's business scale and operation and management. The company strictly implements the principle of incompatibility and separation of duties by reasonably dividing the responsibilities and post responsibilities of each department, and adjusts the internal institutions of individual departments with the needs of the company's business development, so as to form a clear division of labor between each department The mechanism of mutual cooperation and checks and balances ensures the orderly and healthy operation of the company's production and operation activities and the realization of control objectives.
(3) Basic information of internal audit
An audit committee is established under the board of directors to be responsible for the communication, supervision and verification of internal and external audit. The company sets up an audit department as the internal audit department to inspect and supervise the authenticity and integrity of the company's financial information and the establishment and implementation of internal control system. The audit department is responsible to the audit committee and reports to the audit committee. The audit department is independent of the management. According to the audit work plan, by carrying out routine project audit, special audit or special investigation, the audit department supervises and checks the effectiveness of the company's internal control design and operation, evaluates the efficiency and effect of the internal control design and implementation, and promotes the continuous improvement and improvement of the quality of internal control work. Report the internal control defects found in the audit or investigation to the board of supervisors, the audit committee or the management according to the severity of the problems, and urge relevant departments to take positive measures to rectify them. During the reporting period, the company's internal audit management level was complete and the control was sound and powerful.
(4) Human resources policy
The company's human resource management policy is formulated to improve the requirements of corporate governance structure and meet the actual needs of the enterprise. Now, the company has formulated and implemented the rules and regulations of human resource management norms such as employee manual, including employee recruitment, labor relations management, employee training, employee attendance, Vacation Management, performance assessment, salary and welfare management, labor cost control, senior management salary, cadre appointment and assessment, etc, All systems follow the procedures of democratic consultation and decision-making according to law.
(5) Corporate culture
Adhering to the enterprise spirit of "diligence, integrity, profit and wisdom", the company cultivates positive values and sense of social responsibility, advocates honesty and trustworthiness, love and dedication, pioneering and innovation and teamwork, establishes modern management concept and strengthens risk awareness. Directors, supervisors, managers and other senior managers have played a leading role in the construction of corporate culture. The company's employees also actively abide by the employee code of conduct and earnestly perform their post responsibilities. The whole company has a good working atmosphere.
(6) Social responsibility
The company advocates the people-oriented concept. The company's business determines that employees do not contact dangerous goods and other means of production. The company's business activities do not produce any environmental pollution. The company has a special person to inspect and close the power facilities that are still open after work every day, and advocates the recycling of paper to save valuable resources; The company's information quality enjoys a very good reputation among customers. The annual customer satisfaction survey results reflect the company's excellent information quality and excellent staff service quality. The company organizes physical examination of employees every year and arranges team building activities; Organize business training throughout the company every week, focusing on the long-term training of employees. Conduct employee satisfaction survey and customer satisfaction survey regularly every year, and listen to the voice of employees and customers.
2. Risk assessment process
The company has formulated reasonable control objectives and established an effective risk assessment mechanism to identify and respond to internal and external risks related to the realization of control objectives and determine the corresponding risk tolerance. In order to promote the sustainable, healthy and stable development of the company and achieve its business objectives, the company comprehensively, systematically and continuously collects relevant information according to the established development strategy and in combination with different development stages and business expansion, timely carries out risk assessment, dynamic risk identification and risk analysis, and adjusts risk response strategies accordingly.
Relevant departments of the company regularly review the economic situation, industrial policies, market competition, resource supply and other external risk factors; Collect and study social factors such as safety and stability, cultural tradition, social credit, education level and consumer behavior, as well as internal risk factors such as financial status, capital status, asset management and operation management, and conduct risk analysis and assessment by combining quantitative and qualitative methods, so as to provide basis for the management to formulate risk response strategies.
3. Information system and communication
Establish a system for the safe development, storage and stability of the company's information system, and ensure the safe input and output of data. The management of the company also provided appropriate human and financial resources to ensure timely communication of information and promote the effective operation of internal control.
(1) Smooth information collection channels
The company can obtain internal information through financial and accounting materials, operation and management materials, research reports, special information, internal publications, the company's website and other channels; External information can also be obtained through industry associations, social intermediaries, business units, market research, letters and visits, online media and relevant regulatory authorities.
(2) Timely information transmission procedures
The company can timely communicate and feed back information related to internal control among internal management levels, responsible units and business links, as well as between the enterprise and external investors, creditors, customers, suppliers, intermediaries and regulatory authorities. Problems found in the process of information communication can be reported and solved in time. Important information can be transmitted to the board of directors, the board of supervisors and the management in time.
(3) Information system operation security
The company has established control systems for information system development and maintenance, access and change, data input and output, document storage and custody, network security and other aspects to ensure the safe and stable operation of the information system.
4. Control activities
The company has necessary control policies and procedures for its main business activities. The management has clear objectives for budget, profit, other financial and operating performance. The company has clear records and communication on these objectives, and actively monitors them. The financial department has established appropriate protective measures to reasonably ensure
