Dongxing Securities Corporation Limited(601198)
About Hebei Huatong Wires And Cables Group Co.Ltd(605196)
Verification opinions on self-evaluation report of internal control in 2021
Dongxing Securities Corporation Limited(601198) (hereinafter referred to as ” Dongxing Securities Corporation Limited(601198) ” or “sponsor”) as a sponsor of Hebei Huatong Wires And Cables Group Co.Ltd(605196) (hereinafter referred to as ” Hebei Huatong Wires And Cables Group Co.Ltd(605196) ” or “company”) for initial public offering of shares and listing on the main board, in accordance with the administrative measures for securities issuance and listing sponsor business and the stock listing rules of Shanghai Stock Exchange According to the requirements of relevant laws, regulations and normative documents such as the guidelines for securities issuance and listing business of Shanghai Stock Exchange and the basic norms of enterprise internal control, the self-evaluation report on internal control of Hebei Huatong Wires And Cables Group Co.Ltd(605196) 2021 issued by Hebei Huatong Wires And Cables Group Co.Ltd(605196) board of directors was verified, and the following verification opinions were issued:
1、 Verification of recommendation institutions
Dongxing Securities Corporation Limited(601198) carefully reviewed the company’s self-evaluation report on internal control in Hebei Huatong Wires And Cables Group Co.Ltd(605196) 2021, and evaluated the integrity, rationality and effectiveness of its internal control by asking the company’s directors, supervisors, senior managers, internal auditors, external audit institutions and other relevant persons, and consulting the documents of the general meeting of shareholders, the board of directors, the board of supervisors and other meeting documents, various business and management rules and regulations, and various original vouchers The effectiveness and the authenticity and objectivity of the Hebei Huatong Wires And Cables Group Co.Ltd(605196) 2021 annual internal control self evaluation report were verified.
2、 Evaluation statement of the company’s internal control
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.
3、 Internal control evaluation of the company
(I) evaluation scope of internal control
The company determines the main units, businesses and matters as well as high-risk areas included in the evaluation scope according to the risk oriented principle.
1. The main units included in the scope of evaluation include:
Hebei Hebei Huatong Wires And Cables Group Co.Ltd(605196) Co., Ltd. and its subsidiaries:
Proportion of indicators (%)
The ratio of the total assets of the units included in the evaluation scope to the total assets of the company’s consolidated financial statements 100
The total operating income of the units included in the evaluation scope accounts for 100% of the total operating income in the company’s consolidated financial statements
2. The main operations and matters included in the scope of evaluation include:
Control environment, risk assessment, control activities, information and communication, supervision and other elements. Specifically, it includes internal control related to financial statements: corporate governance, fund management, procurement and payment, sales and collection, investment, inventory, assets, compensation, taxation, financial reporting and information system.
In accordance with the provisions of the basic norms of enterprise internal control and the guidelines for enterprise internal control evaluation, and following the principles of comprehensiveness, importance, checks and balances, adaptability and cost-effectiveness, the company comprehensively evaluates the design and operation of the company’s internal control around the internal environment, risk assessment, internal control activities, information and communication, internal supervision and other elements. The specific evaluation results are described as follows:
(1) Basic information of the company
The company is a joint stock limited company established by the overall change of Hebei Hebei Huatong Wires And Cables Group Co.Ltd(605196) Group Co., Ltd. On August 31, 2015, the company completed the industrial and commercial registration of the overall change.
As of December 31, 2021, the registered capital of the company was 5068221 million yuan. Unified social credit Code: 9113020074017492xd. Legal representative: Zhang Wendong. Registered and office address: No. 111, Huatong street, Fengnan Economic Development Zone, Tangshan City, Hebei Province.
Business scope: wire and cable manufacturing and sales; Wholesale and retail of chemical products (except flammable and explosive dangerous chemicals), rubber products, hardware and electronic products; Import and export of goods and Technology (except for projects prohibited by national laws and administrative regulations; projects restricted by national laws and administrative regulations can be operated only after obtaining licenses); Management and sales; General freight; Sales and professional technical services of oilfield chemicals; Manufacturing of special equipment for oil drilling and production; Sales of special equipment for oil drilling and production; Oil and gas technical services; Manufacturing of security equipment; Security equipment sales. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
(2) Objectives and principles of establishing the company’s internal control system
① Objectives of establishing the company’s internal control system
Reasonably ensure the legal compliance of the company’s operation and management, asset safety, financial reports and relevant information are true, accurate and complete, improve the operation efficiency and effect, and promote the company to realize the development strategy.
② Principles for establishing the company’s internal control system
A. Principle of comprehensiveness: internal control should run through the whole process of decision-making, implementation and supervision, covering various businesses and matters of the company and its branches.
B. Principle of importance: internal control should pay attention to important business matters and high-risk areas on the basis of comprehensive control.
C. Principle of checks and balances: internal control should form mutual restriction and supervision in the aspects of governance structure, institutional setting, distribution of rights and responsibilities, business process, etc., while taking into account the operation efficiency.
D. Adaptability principle: the internal control shall adapt to the company’s business scale, business scope, competition status and risk level, and shall be adjusted in time with the changes of the situation.
E. Cost benefit principle: internal control should weigh the implementation cost and expected benefits to achieve effective control at an appropriate cost.
(3) Control environment
The internal environment is the basis for enterprises to implement internal control. As a company to be listed, the company actively creates a good internal environment, establishes and improves the internal organization, defines the responsibilities and rights in decision-making, implementation and supervision, and forms a scientific and effective division of responsibilities and check and balance mechanism, which lays a good foundation for the standardized operation and long-term healthy development of the company.
It is mainly reflected in the following aspects: ① the corporate governance structure of the company
In accordance with the company law of the people’s Republic of China, relevant laws and regulations and the requirements of modern enterprise system, the company has established and improved the system and rules of procedure of the general meeting of shareholders, the board of directors and the board of supervisors, and established four special committees under the board of directors: Strategy Committee, nomination committee, audit committee and salary and assessment committee, so as to improve the operation efficiency of the board of directors. Major issues shall be deliberated and approved by the general meeting of shareholders. The board of directors is responsible for implementing the resolutions made by the general meeting of shareholders, reporting to the general meeting of shareholders and performing decision-making functions within the scope authorized by the general meeting of shareholders and the provisions of the articles of association. The board of Directors consists of 9 directors, including 3 independent directors. Independent directors serve as conveners of various special committees. Professional matters must be approved by the special committee first, and then submitted to the board of directors for deliberation, so as to facilitate independent directors to better play their role. The board of supervisors is the supervisory organ of the company, which is responsible for and reports to the general meeting of shareholders. It is mainly responsible for supervising whether directors and senior managers violate laws and regulations and infringe on the interests of the company and shareholders when performing their duties, and inspecting the financial situation of the company. Established and improved the Hierarchical Authorization System of the legal representative to the general manager, the general manager to the deputy general manager in charge, and the deputy general manager in charge to the business department in charge; It has formed a corporate governance structure with clear rights and responsibilities, effective checks and balances, scientific decision-making and coordinated operation among power institutions, decision-making institutions, supervision institutions and managers.
② Organizational structure and power check and balance distribution
The company sets up internal institutions in combination with its own business characteristics and internal control requirements, defines responsibilities and authorities, and implements rights and responsibilities to each responsibility unit. The board of directors is responsible for the establishment, improvement and effective implementation of internal control. An audit committee is established under the board of directors. The internal audit department under the audit committee is responsible for reviewing and supervising the effective implementation of internal control and self-evaluation of internal control, guiding and coordinating internal audit and other related matters. 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.
According to the current business structure, the company has enterprise management administration department, production management department, quality technology department, supply and transportation department, international trade department, China Sales Department, finance department, internal audit department, securities legal department and other functional departments. The responsibilities of each functional department are clear and check and balance each other. The company has established a complete decision-making system, execution system and supervision feedback system, and set up internal management departments according to the principle of mutual checks and balances.
③ Establish a sound internal control system
According to GB / t19 Dongrui Food Group Co.Ltd(001201) 6 quality management system requirements, GB / t24 Dongrui Food Group Co.Ltd(001201) 6 environmental management system requirements and guidance for use, and GB / t28 Dongrui Food Group Co.Ltd(001201) 1 occupational health and safety management system requirements, the company has prepared the company’s management manual and 52 procedure documents, including document control procedure, record control procedure, quality plan control procedure, product design and development control procedure Information communication control procedure, management review control procedure, human resources control procedure, nonconformity control procedure, improvement control procedure, procurement control procedure, measures to deal with risks and opportunities control procedure, process product monitoring and measurement control procedure, product realization process control procedure, customer information feedback processing procedure Control procedure for identification, updating and evaluation of environmental factors, control procedure for hazard identification and risk evaluation, etc. 37 management systems, including external document management system, equipment management system, warehouse management regulations, finished product warehouse management measures, quality management assessment regulations, etc.
④ Internal audit
In order to prevent the company’s management risks, strengthen internal control, safeguard the legitimate interests of shareholders and improve economic benefits, the company has formulated the internal audit system. The board of directors has an audit committee and an internal audit department to perform the internal audit function, independently carry out the company’s internal audit and supervision according to law, and be responsible for the audit and supervision of the company’s operation, financial security and the implementation of the company’s internal control system, Put forward opinions on the existing problems, provide decision-making basis for the company’s risk management, and play an important role in the continuous improvement of the company’s internal control system.
The internal audit department of the company is under the leadership of the audit committee under the board of directors and is equipped with three full-time auditors. The internal audit department shall supervise and inspect the rationality of internal control design and the standardization and effectiveness of operation in accordance with the requirements of internal audit definition, standards and professional ethics. The internal audit department shall report the internal control defects found in the supervision and inspection in accordance with the internal audit procedures; Have the right to report directly to the board of directors, its audit committee and the board of supervisors on the major defects of internal control found in the supervision and inspection.
⑤ Human resources policy
Human resource policy is the key factor affecting the internal environment of the company. According to the overall development strategy, combined with the current situation and future demand forecast of human resources, the company establishes human resources objectives, formulates the overall planning and management system of human resources, defines the management requirements for the introduction, use, training, assessment, incentive and withdrawal of human resources, and realizes the rational allocation of human resources.
In accordance with the provisions of the labor law, the labor contract law and other laws and regulations, the company implements the full staff labor contract system, formulates a systematic human resource management system, makes detailed provisions on personnel employment, employee training, salary, welfare guarantee and performance appraisal, and strives to build a ladder of success for employees through various forms of training and performance appraisal, Provide space to give full play to their potential and realize their self-worth. The company establishes a scientific talent evaluation mechanism guided by ability and performance, always adheres to the employment distribution policy of “income depends on contribution and position depends on competition”, practically strengthens employee training and continuing education, and continuously improves the comprehensive quality of employees. The company mainly adopts open recruitment methods such as online recruitment, campus recruitment and talent market, and establishes and improves human resource systems such as talent recruitment, training and salary suitable for its own development characteristics. Improve the scientific incentive mechanism and restraint mechanism, assess and evaluate the ability, attitude and performance of employees, and the assessment results are linked to personal salary.
Through scientific human resource management, fully mobilize the enthusiasm of the company’s employees, form the employment principle of being talented, meritocratic, reactive and demobilized, strengthen the construction of core technical team, and constantly improve the company’s cohesion and core competitiveness, so as to effectively improve work efficiency. While the company’s business expands, human resources can meet the needs of the company.
⑥ Corporate culture and corporate culture construction
Adhering to the business philosophy of “prospering the factory with quality, developing the market with sincerity and customer satisfaction”, adhering to the enterprise spirit of “quality is more important than life, responsibility is more important than Mount Tai”, the company puts quality first and users first, and has established a set of operation and management norms and processes in accordance with the modern enterprise system. The company attaches great importance to the publicity, promotion and implementation of corporate culture. When appointing and selecting excellent talents, the company pays attention to the matching degree between them and the company’s values.
The company pays attention to strengthening the construction of corporate culture, earnestly implements the post responsibility system, cultivates positive values and sense of social responsibility, advocates the team cooperation spirit of sincere unity, mutual cooperation, coordination and linkage and taking the overall situation into account, establishes modern management concept and strengthens risk awareness.
In the construction of corporate culture, senior managers of the company can play a leading role; Employees of the enterprise can abide by the code of conduct of employees and earnestly perform their post responsibilities; The company always pays attention to the spiritual and cultural life of employees and strives to build a harmonious humanized enterprise.
(4) Risk assessment
The management of the company recognizes that as an enterprise, opportunities and challenges coexist, and risks are inevitable. It can only strengthen management. The main task of the management is to balance risks and benefits, and strive to minimize risks on the basis of ensuring benefits. In order to achieve this goal, the company shall, in accordance with the provisions of the procedure document and in combination with the actual situation of the company’s scale and business
