Changjiang Securities Company Limited(000783) underwriting and recommendation Co., Ltd
About Beijing Beimo High-Tech Frictional Material Co.Ltd(002985)
Verification opinions of internal control evaluation report in 2021
Changjiang Securities Company Limited(000783) underwriting recommendation Co., Ltd. (hereinafter referred to as "Changjiang recommendation") is a recommendation institution for initial public offering and listing of Beijing Beimo High-Tech Frictional Material Co.Ltd(002985) (hereinafter referred to as " Beijing Beimo High-Tech Frictional Material Co.Ltd(002985) " and "the company"), The internal control evaluation report of Beijing Beimo High-Tech Frictional Material Co.Ltd(002985) 2021 was verified in accordance with the provisions of 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, the basic norms of enterprise internal control and its supporting guidelines and other internal control regulatory requirements (hereinafter referred to as the "enterprise internal control standard system"). The specific conditions are as follows:
1、 Conclusion of internal control self-evaluation
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
(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 Beijing Beimo High-Tech Frictional Material Co.Ltd(002985) and Beijing jinghanyu Electronic Engineering Technology Co., Ltd. the total assets of the units included in the evaluation scope account for 95.67% of the total assets in the company's financial statements, and the total operating revenue accounts for 95.83% of the total operating revenue in the company's financial statements.
The main businesses and matters included in the evaluation scope include: fund management, procurement and payment, sales and collection, contract management, asset management, human resource management, financial report, information transmission and disclosure management, etc.
The high-risk areas of focus mainly include: capital activity risk, sales and collection management risk, procurement and payment management risk, and accounting information risk.
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) 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 various management systems and processes of the company.
According to the identification requirements of the enterprise internal control standard system for major defects, important defects and general defects, and in combination with the company's scale, industry characteristics, risk preference, risk tolerance and other factors, the board of directors of the company distinguished the internal control of financial reports from the internal control of non-financial reports, and studied and determined the specific identification standards of internal control defects applicable to the company.
According to the severity of affecting the realization of internal control objectives, the company divides internal control defects into major defects, important defects and general defects.
Major defect refers to the combination of one or more control defects, which may cause the company to seriously deviate from the control objectives. Important defect refers to the combination of one or more control defects, whose severity and economic consequences are lower than those of major defects, but it may still cause the company to deviate from the control objectives. General defects refer to other defects except major defects and important defects.
The identification standards of internal control defects determined by the company are as follows:
1. Identification standard of internal control defects in financial reporting
According to the two indicators of total assets and total operating revenue, the company determines the quantitative criteria for the evaluation of internal control defects in financial reporting as follows:
Total classified assets and total operating income
Misstatement ≥ 3% of total assets
Major defects or
Misstatement ≥ 3% of total operating revenue
2% of total important defective assets ≤ misstatement 3% of total assets
or
Total operating revenue 2% ≤ misstatement total operating revenue 3%
Misstatement 2% of total assets
General defects and
Misstatement 2% of total operating revenue
The qualitative criteria for the evaluation of internal control defects in financial reporting determined by the company are as follows:
Defects with the following characteristics shall be identified as major defects, and other circumstances shall be identified as important defects or general defects according to the degree of influence:
(1) Fraud by directors, supervisors and senior managers;
(2) The external audit found that there were significant misstatements in the current financial statements, but the internal control failed to find such misstatements in the operation process;
(3) The supervision of internal audit institutions on internal control is invalid;
(4) Other circumstances that may cause the company's financial report to be deemed invalid.
Signs of significant deficiencies in financial reporting include:
(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 prepared financial statements achieve the true and complete goal.
General defects refer to other control defects other than the above major defects and important defects.
2. Identification standard of internal control defects in non-financial reporting
The qualitative criteria for the evaluation of internal control defects in non-financial reporting determined by the company are as follows:
Defects with the following characteristics shall be identified as major defects, and other circumstances shall be identified as important defects or general defects according to the degree of influence:
(1) Lack of "three important and one large" and other major collective decision-making procedures;
(2) Unscientific decision-making procedures of the company, resulting in heavy losses;
(3) Serious violation of laws and regulations;
(4) Massive loss of management or technical personnel;
(5) Major defects in the company's internal control have not been rectified;
(6) Lack of institutional control or systematic failure of important business.
(III) identification and rectification of internal control defects
1. Identification and rectification of internal control defects in financial reporting
According to the above identification standards of internal control defects in financial reports, the company has no major defects in internal control over financial reports during the reporting period.
2. Identification and rectification of internal control defects in non-financial reports
According to the above identification standards of internal control defects in non-financial reports, no major defects in the company's internal control over non-financial reports were found during the reporting period.
3、 Implementation of the company's internal control
(I) internal control construction of the company
1. Control environment
(1) Governance structure
In strict accordance with the requirements of the basic norms of enterprise internal control, the company law and other laws and regulations, the company has established and improved the governance institutions such as the general meeting of shareholders, the board of directors and the board of supervisors, formulated or revised the articles of association, 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 strategy committee of the board of directors and the rules of procedure of the remuneration and assessment committee of the board of directors The rules of procedure of the nomination committee of the board of directors, the implementation rules of the audit committee of the board of directors, the working system of independent directors, the rules of procedure of the board of supervisors, the working rules of the general manager and other rules of procedure, as well as the decision-making procedures for major matters such as the administrative measures for connected transactions, the administrative measures for foreign guarantees and the administrative measures for foreign investment, so as to improve the corporate governance structure to ensure the standardized and efficient operation of the company.
The general meeting of shareholders is the authority of the company, which decides the company's business policy and investment plan, approves the company's annual financial budget and final settlement plan, the company's profit distribution plan, etc; The board of directors shall implement the resolutions of the general meeting of shareholders and be responsible for the general meeting of shareholders; The board of supervisors shall supervise the performance of the duties of the company's directors, general manager and other senior managers, inspect the company's finance and exercise other functions and powers specified in the articles of Association; The senior management and management are responsible for organizing and implementing the resolutions of the general meeting of shareholders and the board of directors, and presiding over the daily operation and management of the company.
(2) Organization setting and distribution of rights and responsibilities
The company has set up a sound, reasonable and standardized organization, specifically including: scientific research center, test center, inspection center, quality management department, administration and human resources department, equipment and energy department, supply guarantee department, production planning department, sales department, finance department, etc. at the same time, it clearly stipulates the main responsibilities of each department and the post responsibilities involved in the Department, so as to form a system of performing their own duties, assuming their own responsibilities, cooperating with and restricting each other The interlocking internal control system has played a vital role in the organization and operation of the company, expanding scale, improving quality and increasing benefits. The general meeting of shareholders
Board of supervisors of strategy committee
Nomination Committee
Secretary of the board of directors
Remuneration and assessment committee
General manager of audit committee
Department test and quality inspection department set up a supplier
Audit, research, inspection, measurement, political preparation, production and marketing, financial certificate, planning, management, human resources, insurance, sales, securities department, psychological resources, disability Planning Department
(3) Internal audit
The company has established a special internal audit department, which is responsible for auditing and supervising the company's operation, financial security and the implementation of the company's internal control system, and putting forward constructive opinions on the existing problems.
(4) Human resources policy
According to the needs of its own development, the company has established and implemented a series of human resources policies conducive to the sustainable development of the company, including employment, training, job rotation, assessment, reward and punishment, promotion and elimination. The company takes professional ethics and professional competence as important standards for the selection and employment of employees, attaches importance to employee training and continuing education, and constantly improves the quality of employees.
2. Risk assessment
The company has established continuous information collection procedures, which can effectively carry out risk identification and assessment, and identify internal and external risks related to the realization of control objectives.
The company's management and employees at all levels recognize the importance of risk management for the survival, development and Realization of strategic objectives of the company, and embody risk management in various daily management.
3. Control activities
(1) In order to ensure the realization of various internal control objectives, the company has established relevant control procedures, mainly including incompatible job separation control, authorization approval control, asset contact and record use control, etc.
Incompatible job separation control: reasonably set the division of labor, scientifically divide the responsibilities and authorities, and assign the responsibilities such as transaction authorization, transaction records and asset custody to different employees, so as to prevent fraud or errors that may occur when the same employee performs multiple duties. Incompatible positions mainly include: authorization approval and business handling, business handling and accounting records, accounting records and property custody, business handling and business audit, authorization approval and supervision and inspection, etc.
Authorization approval control: it defines the scope, authority, procedures, responsibilities and other relevant contents of authorization approval. The management at all levels within the unit must exercise the corresponding authority within the scope of authorization, and the handling personnel must handle economic business within the scope of authorization.
Asset contact and record use control: the company strictly restricts the direct contact of unauthorized personnel with assets. All assets are checked regularly and irregularly, property records, account verification, property insurance and other measures to ensure the safety and integrity of various properties. The company has established a series of asset custody systems and accounting file custody systems, and equipped with necessary equipment and full-time personnel, so as to ensure the safety and integrity of assets and records.
(2) Accounting system
The company has set up an independent accounting organization and employed financial and accounting personnel with professional qualifications to ensure the smooth progress of financial and accounting work. Through the implementation of the post responsibility system, clarify the post responsibilities, and realize the separation of the approval, execution and recording functions of the accounting system, so as to achieve a clear division of labor and mutual restraint.
In addition, the company has formulated accounting methods and financial management systems suitable for the company 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. It provides a strong guarantee for standardizing the company's financial management, strengthening financial accounting, truly, accurately, comprehensively and timely reflecting the enterprise's operating results, implementing accounting supervision, ensuring the accuracy of financial and accounting data, and preventing misstatement and plugging loopholes.
4. Information and communication
The information disclosure management system and investor relations management system have been formulated to standardize the information communication between the company and investors, and disclose the company's information openly, fairly, timely, accurately, truly and completely in accordance with the provisions of laws, regulations and company systems.
The internal information communication of the company shall be carried out by holding meetings, issuing documents, e-mail and telephone notices, and the corresponding path for information transmission shall be specified; For the formal requests and instructions transmitted in the form of mobile phone short message or oral notice, the documents shall be countersigned afterwards; from
