Dian Diagnostics Group Co.Ltd(300244)
Self evaluation report of the board of directors on internal control in 2021
Dian Diagnostics Group Co.Ltd(300244) all shareholders:
In accordance with the provisions of 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), combined with the internal control system and evaluation methods of Dian Diagnostics Group Co.Ltd(300244) (hereinafter referred to as " Dian Diagnostics Group Co.Ltd(300244) " or "the company"), on the basis of daily and special supervision of internal control, We evaluated the effectiveness of the company's internal control on December 31, 2021 (the benchmark date of the internal control evaluation report).
1、 Important statement
It is the responsibility of the board of directors of the company to establish, improve and effectively implement internal control, evaluate its effectiveness and truthfully disclose the internal control evaluation report 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 legal liabilities for the authenticity, accuracy and completeness of the contents of the report.
The objective of the company's internal control is to reasonably ensure the legal compliance of operation and management, asset safety, authenticity and integrity of financial reports and relevant information, improve operation efficiency and effect, and promote the realization of development strategy. 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 and 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 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.
3、 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 the parent company and its holding subsidiaries. The total assets of the units included in the evaluation scope account for 100% of the total assets in the company's consolidated financial statements, and the total operating revenue accounts for 100% of the total operating revenue in the company's consolidated financial statements.
When determining the scope of internal control evaluation, the company comprehensively considered all businesses and matters of the company and all departments and subordinate units. The main businesses and matters included in the evaluation scope include: organizational structure, development strategy, human resources, social responsibility, fund management, corporate culture, asset management, sales business, engineering projects, comprehensive budget, contract management, financial report, internal information transmission Procurement business and management control of holding subsidiaries. On this basis, it is determined that the high-risk areas to focus on mainly include asset management, sales business, financial reporting, procurement business, 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. The details are as follows:
1. Organizational structure
1) Governance structure
The company actively complies with the requirements of relevant laws and regulations, such as the company law, the stock listing rules of Shenzhen Stock Exchange, the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange (updated to the guidelines for the self discipline supervision of companies listed on the Shenzhen Stock Exchange No. 2 - the standardized operation of companies listed on the gem on January 7, 2022), and based on the principles of mutual independence, mutual checks and balances, clear rights and responsibilities, competence and efficiency, Continuously improve the corporate governance structure and standardize the operation of the company.
The articles of association, rules of procedure of the general meeting of shareholders, rules of procedure of the board of directors and rules of procedure of the board of supervisors formulated and issued by the company clearly stipulate the rules of procedure, responsibilities and authorities of the three meetings. The company makes major decisions and carries out various operation activities in accordance with the authorization rules.
Under the board of directors, there are professional institutions such as strategy committee, audit committee, nomination committee and salary and assessment committee. All professional committees earnestly perform their duties within the scope of the articles of association and work regulations and provide professional support for the decision-making of the board of directors.
2) Internal structure
According to its own development stage and management requirements, the company has set up diagnostic service division, diagnostic product management center, R & D center, laboratory management center, distribution management department, ICL quality management center, securities affairs department, audit department, financial center, investment development department, public affairs department, legal department, supply chain center, human resources center, market center, medical development center, dabs management center The information management center, the administration department, the engineering management department, the brand department, the Ministry of Commerce, etc., through the rational division of the responsibilities of each center and department, clarify the job division, and form an internal control system that performs its duties and restricts each other.
2. Development strategy
The strategy committee under the board of directors of the company is a professional organization that studies, formulates and plans the company's long-term development strategy. The company has formulated the work regulations of the strategy committee to clarify the personnel composition, responsibilities, authorities and rules of procedure. The strategy committee is composed of five directors, one director and the chairman. Relevant functional departments are the participants and executors of strategic planning.
Adhering to the solemn mission of "let Chinese people share health equally", the company adheres to the strategic positioning of "medical diagnosis integrated solution provider", focuses on comprehensive and refined services covering the whole life cycle of medical institutions at all levels, and helps medical institutions at all levels to continuously reduce costs, increase efficiency and enhance medical value with specialization, standardization, informatization, intensification and scale. Guided by customer demand, from the R & D and production of upstream IVD products and the development and transformation of medical inspection projects, to the integrated platform promotion of midstream product service and service product, and then to the technical support of downstream testing and clinical services, from opening up the industrial chain to opening up the value chain, and cooperating with the front and back ends to maximize customer value; From "product thinking" to "overall solution thinking", strengthen the six-dimensional support system of organization, talent, technology, information, operation and capital, deeply create a full-dimensional integrated solution and promote chain type high-quality development; Technology drives discipline development, supports clinical technology with discipline development, and provides multi disease solutions for clinical needs around four university departments (tumor + infection + chronic disease + maternal and child); Increase R & D investment, build a three-level technology R & D system, the medical center guides the development direction, the R & D center carries out forward-looking innovation research, and the R & D departments of each factory optimize and upgrade the existing technology to jointly promote the efficient innovation of products and technologies.
3. Human resources
Adhering to the core values of "achieving customers, winning the team, taking responsibility, embracing innovation, learning and enterprising", the company has established a human resources framework of selection, education, employment, retention and exit based on human resources strategic planning, and improved the human resources development and management system supported by position management system, qualification management system, quality evaluation system, training management system, performance management system and salary management system, Effectively promote the common development of the company and employees.
The company has established a multi-channel and hierarchical talent training system to create opportunities for employees' learning and growth, set up two career promotion channels of specialty and management, and establish a variety of corresponding career development mechanisms and salary incentive systems. Set up corresponding training programs for employees and managers of different lines and levels, set up different training course systems for managers, technicians and marketing personnel, and promote the construction of learning organization. The talent development institute takes the four development centers of "leadership development center, marketing force development center, technical force development center and court science talent development center" as the training platform, links external excellent learning resources, and organizes enterprise employees to visit and study, so as to provide employees with cross-border communication opportunities and expand their knowledge. At the same time, the company helps employees improve their health (physical, financial and emotional) management awareness, and provides health management services with wide coverage, high participation and interest for different employee groups.
In the process of rapid development, the company demonstrates the adaptability of the organizational structure according to strategic changes, constantly clarifies department functions, adjusts post responsibilities, optimizes work processes, and coordinates the work system and position setting with the realization of strategic objectives.
4. Social responsibility
The company pays great attention to risk management and establishes a chain and standardized quality management system based on ISO15189, American cap and other international standards. The environmental and occupational health and safety management system has been established according to ISO14001 and iso45001, and has become the first enterprise in the industry to pass the certification of environmental and occupational health and safety management system. In terms of supply chain quality management, we should comprehensively optimize and improve the information management system and standardized operation process to ensure that the quality of the whole process and links of medical device products can be controlled. Actively take governance and preventive measures in the treatment of three wastes, energy conservation and consumption reduction, safety accidents and other aspects, and formulate emergency plans. The company regularly holds regular safety meetings to discuss and promote safety management, and strengthen operation control through the implementation of objectives, indicators and management plans, personnel training, publicity and education, internal inspection and audit, emergency drill, management review, third-party monitoring, supervision and audit. In addition to regular safety inspections, special inspections are also carried out for long holidays, seasons and disastrous weather. By controlling the use of electric energy and advocating water and paper conservation, we can promote energy conservation and consumption reduction.
According to the industry characteristics and corporate mission, the company has determined four key support areas of "caring for people's livelihood and health, helping vulnerable groups, and supporting medical and laboratory personnel training and philanthropy", and ensured the orderly development of various public welfare activities through internal organizations such as the party working group, enterprise science and Technology Association and volunteer peer groups. With the help of its industry characteristics and expert technical resources, the company regularly provides health science popularization education and public welfare support to the outside world, and actively performs its social responsibilities. The company adheres to the "people-oriented", advocates the "good" culture, maintains the vital interests of employees, formulates various safeguard measures according to the needs of employees at different levels, and provides personalized support, such as women's physical examination activities, cool in summer, etc. At the same time, the company has set up Dean Zhishan mutual aid fund to provide financial assistance and support to employees with special family difficulties.
5. Corporate culture
The company takes "let Chinese people share health equally" as its corporate mission, takes "becoming the most respected leader in the diagnostic industry" as its vision, and takes "achieving customers, winning teams, taking responsibility, embracing innovation, learning and enterprising" as its core values to establish a cultural system. The company's senior leaders attach importance to the publicity and implementation of corporate culture, Following the cultural communication concept of "reaching consensus through discussion, creating atmosphere through publicity, changing behavior through training and changing habits through assessment", the company has gradually formed a "4 + 2 platform communication system" composed of media platform, morning class platform, training platform, public welfare platform, Dean spirit evaluation activities and cultural festival activities. Senior leaders have repeatedly interpreted the company's culture and values, management philosophy and development strategy in various training, morning classes and other activities, and led to read the elite oath. The company adheres to the principle of "honest operation, discipline and law-abiding", and defines the standards of moral behavior through various management systems, code of conduct, employee handbook and other carriers. The company regularly carries out education and training on laws and regulations and professional ethics, and clearly stipulates in the reward and punishment system that zero tolerance shall be adopted for employees' fraud and violation of moral integrity.
The company has set up a complaint mailbox and signed a letter of commitment on integrity and self-discipline with employees in key positions to make a commitment to integrity, discipline and law-abiding behavior. The human resources department accepts complaints and reports, the audit department carries out supervision under the authorization of the audit committee of the board of directors, and the audit results are submitted to the company for handling.
The company attaches importance to the performance of contract agreements and credit policies of all relevant parties, pays attention to reputation, commitment and credibility in cooperation, truly establishes a win-win relationship between customers and partners, promotes the harmonious development of the company with the public and society, and truly implements the mission of "let Chinese people share health equally".
6. Financial activities
In order to maintain the safety and integrity of funds, prevent the risk of capital activities and improve the efficiency of funds, the company implements the centralized management mode of unified bank account management, unified credit management and unified allocation management of funds. The company effectively manages bank enterprise credit and bank loans. The implementation of shared services enables the full sharing and utilization of resources, promotes the transformation of financial functions to more professional division of labor in Strategic Finance, business finance and shared finance, and enables more efficient business. Use the cash management system to collect the group's precipitated funds and optimize the group's capital resources.
The company analyzes the whole process of capital "input conversion appreciation", strengthens the turnover of working capital and shortens the cash turnover cycle. Through the development of accounts receivable, inventory and other management systems and processes. Shorten the inventory turnover period and accounts receivable turnover period, and optimize the payment process. Use the form of centralized procurement to improve the negotiation ability with suppliers, appropriately extend the procurement payment cycle and improve the capital turnover rate.
The company carries out project investment investigation, calculation and investment evaluation, and carries out feasibility analysis on the fund utilization, profitability and investment recovery of the project. During the operation of the project, comprehensively control the tax management, fund management, budget and final settlement management of the investment project, regularly analyze and feed back the operation situation, and improve the use efficiency of project funds.
The company has formulated the comprehensive financial budget management system, the fund management system, the reserve fund management system, the group's internal financial management and supporting fund demand solution management measures, and the raised fund management system to comprehensively monitor and manage the fund operation.
7. Procurement business
The company has formulated detailed management systems in terms of supplier management, material control management and incoming inspection, including procurement and supply management standard, bidding management system, supplier management specification, procurement management measures, reagent procurement operation instruction, equipment supply procurement operation instruction and supply acceptance and warehousing and rejection operation instruction, Ensure the effective implementation of the procurement process.
The company has established a unified supplier management platform for supplier development and selection
