Baoding Lucky Innovative Materials Co.Ltd(300446)
Self evaluation report on internal control in 2021
Baoding Lucky Innovative Materials Co.Ltd(300446) 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 normative system"), combined with the internal control system and evaluation methods of the company (hereinafter referred to as 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). I 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. II 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.
III Internal control evaluation
(I) evaluation scope of internal control
According to the risk oriented principle, the company determines the business and matters included in the evaluation scope and high-risk areas. The main units included in the evaluation scope are the company and its subsidiaries (including the wholly-owned subsidiary Sichuan lucky new materials Co., Ltd. and the holding subsidiary Baoding lucky Chemical Co., Ltd.), 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. The main evaluation contents are as follows: 1 The actual situation of the main elements of the internal control system
(1) Internal environment
1) Corporate governance and organizational structure
In accordance with the requirements of the company law and other laws and regulations and the relevant provisions of the articles of association, the company has actively established a modern enterprise system, gradually established and improved a governance structure suitable for the nature and scale of business while improving the business mechanism, and formed a working mechanism in which the general meeting of shareholders, the board of directors, the board of supervisors and the management perform their respective duties, assume their respective responsibilities and restrict each other. The highest authority of the company is the general meeting of shareholders, which exercises the voting rights on major matters such as enterprise business policy, financing, investment and profit distribution according to law. The company has formulated the rules of procedure of the general meeting of shareholders in accordance with relevant laws and regulations and the provisions of the articles of Association; The board of directors shall be responsible to the general meeting of shareholders, implement the resolutions of the general meeting of shareholders and perform its duties in accordance with the articles of association and the rules of procedure of the board of directors. In order to effectively improve the scientificity of the decision-making of the board of directors, the board of directors of the company has four special committees responsible for special work:
① The strategy committee is responsible for studying and making suggestions on the company's long-term development strategic plan, studying and making suggestions on major investment and financing schemes, major capital operation and asset operation projects that must be approved by the board of directors according to the articles of association, and studying and making suggestions on other major matters affecting the development of the company.
② The remuneration and assessment committee shall formulate the remuneration plan or scheme according to the main scope, responsibilities and importance of the management positions of directors and senior managers and the remuneration level of relevant positions of the enterprise, review the performance of duties of directors and senior managers of the company, conduct annual performance evaluation, and be responsible for supervising the implementation of the remuneration system of the company.
③ The nomination committee shall make recommendations to the board of directors on the size and composition of the board of directors according to the company's business activities, asset size and equity structure, and shall be responsible for reviewing and making recommendations on the candidates for directors, the candidates for general manager and other senior managers to be appointed by the board of directors.
④ The audit committee is responsible for communicating with the company's internal audit and external audit, supervising the company's internal audit system and its implementation, reviewing the implementation of the company's internal control system, Auditing major connected transactions, and reviewing the company's financial information and its disclosure policies.
The company has also formulated the detailed rules for the work of the Secretary of the board of directors, which stipulates that the Secretary of the board of directors is responsible for the company's information disclosure, the confidentiality work before the company's information disclosure, and should take remedial measures and report to relevant departments in case of information disclosure; Be responsible for the communication and liaison between the company and investors and regulators.
The board of supervisors earnestly performs its supervisory function, is responsible for supervising the behavior of directors and senior managers in performing their duties of the company, inspecting the company's finance and exercising other rights conferred by the articles of association and the rules of procedure of the board of supervisors.
The management of the company is responsible for organizing and implementing the resolutions of the general meeting of shareholders and the board of directors, and presiding over the daily production, operation and management of the company.
The organization chart of the company is as follows:
2) Establishment of internal audit institutions
The company has set up an audit and risk management department (hereinafter referred to as the audit department) under the audit committee of the board of directors and equipped with full-time auditors. The audit department carries out its work without the interference of other departments or individuals and reports directly to the audit committee.
The company has formulated a special internal audit system. According to the system, internal audit shall cover the establishment, improvement and effective implementation of all operation links of the company, including but not limited to: Sales and collection, procurement and expenses and payment, fixed assets management, inventory management, fund management (including investment and financing Management), financial reports, accounting statements The authenticity, completeness, accuracy and effectiveness of accounting materials and economic information such as accounting books and relevant original vouchers.
3) Corporate culture
Since its establishment, the company has been emphasizing cultural construction, focusing on cultivating positive values and sense of social responsibility in the whole company, advocating honesty and trustworthiness, love and dedication, pioneering and innovative spirit and teamwork spirit, establishing modern management concept and strengthening risk awareness.
The company adheres to the principle of "development as the driving force of growth; innovation as the means of development; quality and service to win the trust of customers;
People oriented, employees and enterprises grow together; Realize the corporate culture concept of "sound and rapid development"; The company has determined the strategic positioning of "world-class electronic functional materials and biochemical material system service provider", continuously increased R & D investment, accelerated product structure adjustment, gradually improved the company's popularity and market share, expanded production scale and enriched product structure. At present, the company's good corporate culture has been deeply rooted in the hearts of the people, has become the conscious behavior of the company's leaders and employees, and has provided a continuous spiritual driving force for the healthy development of the company.
4) Human resource management
The company has been actively formulating and implementing human resources policies conducive to the sustainable development of the company. At present, the company has established and implemented a more scientific personnel management system such as employment, training, assessment and promotion, so as to employ appropriate personnel to complete the assigned tasks. At the same time, the company strictly implemented the national social security system, labor law and other relevant policies, implemented the full staff labor contract system, and handled social insurance and housing provident fund for employees. The company takes professional ethics cultivation and professional competence as important standards for selecting and employing employees, practically strengthens employee training and continuing education, and continuously improves the quality of employees. The formulation and implementation of these systems greatly mobilize the labor enthusiasm and subjective initiative of employees, and provide human resources guarantee for the future development of the company.
5) Important activities of the company to establish and improve internal control
The company actively prepared for the joint-stock system reform in 2010 and completed the reform in March 2011. The company was transformed from a limited liability company into a joint-stock limited company. According to the requirements of establishing a modern enterprise system, the company further clarified the responsibilities, authorities and operation procedures of the general meeting of shareholders, the board of directors, the board of supervisors and the general manager, and standardized the corporate governance structure of the company.
While standardizing the corporate governance structure, the company has further established and improved relevant internal control systems, including financial budget, financial management, fixed assets, sales and collection, logistics, procurement and other relevant management systems and business processes. By formulating the internal management system, the company enables all employees to master the internal organization setting, post responsibilities, business processes and other conditions, and defines the distribution of rights and responsibilities, so as to correctly exercise their functions and powers.
(2) Management objectives and risk control
1) Target management
Internal control is a process implemented by the company's board of directors, board of supervisors, management and all employees to achieve control objectives. The goal of internal control is to establish a complete, effective and reasonable internal control system and internal organization to ensure the legal compliance of the company's behavior; Create a good internal economic environment and standardized production and operation management order, and improve the management efficiency and operation quality of the company; Strengthen risk management, enhance the company's anti risk ability, ensure the safety of the company's assets, the authenticity and integrity of financial reports and relevant information, improve business efficiency and effect, and promote the enterprise to realize its development strategy. 2) Risk identification and assessment
The company has established an effective risk assessment process, and can timely find and take countermeasures against the identified business risks, environmental risks and financial risks that the company may encounter. Each functional department of the company collects information according to its own functions, regularly reports the current data information to the competent leaders every month, and provides comprehensive statistical data and analysis reports, so that the management of the company can timely understand the production and operation status of the company and provide basis for the decision-making and management of the company.
3) Risk countermeasures
According to the results of risk identification and risk analysis, combined with risk tolerance, the company weighed the risks and benefits, and determined the coping strategies of various risks. At the same time, the company takes appropriate and effective control measures according to the risk preferences of directors, general managers, other senior managers and employees in key positions, so as to avoid major losses to the operation of the enterprise due to personal risk preferences. At the same time, the comprehensive use of risk avoidance, risk reduction, risk sharing and risk tolerance and other risk response strategies to achieve effective risk control.
(3) Information and communication control
The company has established a perfect information system to provide timely and effective performance reports to the management. The information system is managed and maintained by a full-time information department. The management of the company has also provided appropriate human and financial resources to ensure the normal and effective operation of the whole information system. The rights and responsibilities of the company's information processing department and user department are well divided, the access of procedures and data, data processing, system development and program modification are well controlled, and the security of archives, equipment and information is well controlled.
(4) Supervision and control
The board of supervisors, the audit committee of the board of directors and the Audit Department of the company shall perform the supervision function of internal control according to law. The board of supervisors of the company is responsible to all shareholders, takes financial supervision as the core, and supervises the due diligence of the company's directors, general managers and other senior managers, so as to protect the safety of the company's assets, reduce the company's financial and operational risks, and safeguard the legitimate rights and interests of the company and shareholders. Through the audit committee of the board of directors, the company is responsible for the communication between internal audit and external audit, reviewing the company's financial information and its disclosure, reviewing the company's internal control system, etc. The company has set up an audit department, which comprehensively audits the company's assets, liabilities, profits and losses and all links related to operation and management activities, combs the risks of the company's operation and management, and ensures the orderly operation and effective management of the company to the greatest extent.
2. Key business control activities
(1) Purchase and payment activity control
The company has established a scientific and effective procurement management system, reasonably set up the institutions and posts of procurement and payment business, and established the procurement process from requisition, approval, procurement, acceptance to payment. At the same time, the company implements the review system of major procurement contracts, which not only ensures the timeliness and effectiveness of the company's procurement links, but also prevents major procurement risks and effectively ensures the long-term development of the company.
(2) Control of sales and collection activities
The company has formulated reasonable relevant systems to standardize the contents from accepting customer orders, approving customer credit, signing contracts, shipping goods, issuing sales invoices and collecting payments. The company establishes the post responsibility system for sales and collection business, defines the responsibilities and authorities of relevant departments and posts, and ensures the separation, restriction and supervision of incompatible Posts handling sales and collection business. In order to control the contract risk, the review system is implemented for the sales contract. Before signing the formal sales contract, the company's marketing department, R & D department, finance department, manufacturing department and other relevant departments or personnel are required to jointly review the company's proposed sales contract to control the sales risk. In order to strengthen the recovery of accounts receivable, the company formulates the regular reconciliation system of accounts receivable, and the financial department makes statistics on the balance of accounts receivable of the company regularly and issues it to the responsible department for relevant personnel
If the account is not collected effectively, the corresponding punishment will be given to ensure the company's account recovery to the greatest extent and improve the quality of the company's sales and collection business.
(3) Fixed assets management control
The company actively strengthened and improved the management of fixed assets, and made clear provisions on the identification and depreciation of fixed assets. The company establishes a fixed assets account system, and the security department is responsible for the purchase, registration and later management. The purchase, construction, sale and scrapping of fixed assets must be subject to strict approval procedures, which shall be proposed by the user department, submitted to the asset functional management department for review, and finally submitted to the deputy general manager in charge for approval,
