Huachuang Securities Co., Ltd
About Jiangsu Jiejie Microelectronics Co.Ltd(300623)
Verification opinions of internal control evaluation report in 2021
As the sponsor of Jiangsu Jiejie Microelectronics Co.Ltd(300623) (hereinafter referred to as Jiangsu Jiejie Microelectronics Co.Ltd(300623) "or" the company "), Huachuang Securities Co., Ltd. (hereinafter referred to as" Huachuang securities "or" the sponsor ") shall, in accordance with the measures for the administration of securities issuance and listing recommendation business and the rules for the listing of shares on the gem of Shenzhen Stock Exchange The basic norms of enterprise internal control and the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on GEM and other relevant provisions have verified the Jiangsu Jiejie Microelectronics Co.Ltd(300623) 2021 annual internal control self-evaluation report. The details are as follows:
1、 The sponsor's verification of Jiangsu Jiejie Microelectronics Co.Ltd(300623) internal control
Jiangsu Jiejie Microelectronics Co.Ltd(300623) of the sponsor representatives conducted on-site communication with some directors, supervisors, senior managers, finance department, audit department and other relevant personnel of the company through reviewing the relevant systems of the company's internal control, consulted the relevant information disclosure documents, and consulted the minutes of the general meeting of shareholders, the board of directors, the board of supervisors and other meetings and relevant documents, internal audit reports and reports of the board of supervisors, Consult the self-evaluation report on internal control in Jiangsu Jiejie Microelectronics Co.Ltd(300623) 2021 issued by the board of directors of the company, and conduct a comprehensive and careful verification on the integrity, rationality and effectiveness of the company's internal control.
2、 The company's internal control evaluation basis and internal control defect identification standard
According to the requirements of relevant laws, regulations and normative documents such as the company law, the securities law, the basic norms of the company's internal control and the guidelines for the application of the company's internal control, combined with the company's internal control system and evaluation methods, the effectiveness of the design and operation of the company's internal control as of December 31, 2021 is evaluated on the basis of daily and special supervision of internal control.
According to the identification requirements of the company's internal control standard system for major defects, important defects and general defects, and in combination with factors such as the company's size, industry characteristics, risk preference and risk tolerance, the board of directors of the company distinguished internal control over financial reports from internal control over non-financial reports, studied and determined specific identification standards for internal control defects applicable to the company, which were consistent with those in previous years. The identification standards of internal control defects determined by the company are as follows: 1. Identification standards of internal control defects in financial reports
(1) The quantitative criteria for the evaluation of internal control defects in financial reporting determined by the company are as follows:
Importance general defect important defect major defect
The amount of misstatement ＜ the amount of misstatement of the total assets in the consolidated accounting statements ≥ the amount of consolidated accounting
1% of the total assets in the total assets statement ≤ the amount of misstatement ＜ 5% of the total assets in the consolidated financial statements
5% of total assets on the balance sheet
Amount of misstatement ＜ total amount of misstatement of audit income of consolidated accounting statements ≥ consolidated accounting
1% of the total audit income of the total income statement ≤ the amount of misstatement ＜ the total audit income of the consolidated statement
1% 5% 5%
The amount of misstatement ＜ the amount of misstatement of the total profits in the consolidated accounting statements ≥ the amount of consolidated accounting
3% of the total profit in the total profit statement ≤ the amount of misstatement ＜ 5% of the total profit in the consolidated financial statements
5% of total profit statement
Note: the relevant indicators of the consolidated financial statements are based on the audited financial statements of the latest fiscal year. (2) The qualitative criteria for the evaluation of internal control defects in financial reporting determined by the company are as follows:
Judgment standard of defect degree
1. The directors, supervisors and senior managers of the company commit fraud and cause heavy losses and adverse effects to the company; 2. Major defects that have been found and reported to the management have not been corrected within a reasonable time;
Major defects 3. The certified public accountant found that there was a major misstatement in the current financial report, but the internal control failed to find the error in the operation process;
4. The supervision of the internal control of the audit committee and the Audit Department of the company is invalid.
1. Failure to select and apply accounting policies in accordance with generally accepted accounting standards;
2. Failure to establish anti fraud procedures and control measures;
Important defect 3. No corresponding control procedures have been established for the accounting treatment of unconventional or special transactions;
4. There are individual or multiple defects in the financial reporting process, which affect the authenticity and accuracy of the financial report, although it does not meet the identification standard of major defects;
General defects and other internal control defects that do not constitute major defects and important defect standards.
2. Identification standard of internal control defects in non-financial reporting
(1) The quantitative criteria for the evaluation of internal control defects in non-financial reporting determined by the company are as follows:
Judgment standard of defect degree
Direct loss amount of major defects 0.5% of total assets
0.2% of the total amount of major defective assets direct loss ≤ 0.5% of the total amount of assets
Direct loss amount of general defects ≤ 0.2% of total assets
(2) The qualitative criteria for the evaluation of internal control defects in non-financial reporting determined by the company are as follows:
Judgment standard of defect degree
1. Decision making procedures lead to major mistakes;
2. Lack of institutional control or systematic failure of important business, and lack of effective compensatory control;
Major defects 3. Serious loss of middle and senior managers and senior technicians;
4. The results of internal control evaluation, especially major defects, have not been rectified;
5. Other situations that have a significant negative impact on the company.
1. The decision-making process leads to general mistakes;
2. There are defects in important business systems or systems;
Major defects 3. Serious loss of business personnel in key positions;
4. The results of internal control evaluation, especially the important defects, have not been rectified;
5. General defects have not been rectified;
6. Other situations that have a great negative impact on the company.
1. The efficiency of decision-making procedure is not high;
General defects 2. There are defects in the general business system or system;
3. The loss of business personnel in general posts is serious.
3、 Internal control evaluation of the company
(I) control environment
The company's control environment reflects the attitude of the management and management towards the importance of control. The quality of the control environment directly determines whether the internal control system can be implemented smoothly and the effect of implementation. Based on the basic concept of standardized operation, the company is actively trying to create a good control environment, which is mainly reflected in the following aspects: 1. Communication and implementation of integrity and moral values
Integrity and moral values are an important part of the control environment and affect the design and operation of important business processes of the company. The company has always attached importance to the creation and maintenance of this atmosphere, established a series of internal norms such as employee handbook, and effectively implemented these multi-channel and all-round through strict punishment system and the practice of senior managers.
2. Emphasis on Competence
The management of the company attaches great importance to the setting of the use ability level required for specific jobs, as well as the requirements for the knowledge and ability necessary to achieve this level. According to the business process and post requirements, follow the principles of fairness, equality, competition and merit selection, recruit talents with both political integrity and ability, and implement pre job training, post skill training, job transfer training and knowledge renewal education for on-the-job employees, so as to improve their own business level and work skills. At present, the company has 1770 employees at the end of the period (including 658 employees of the subsidiary jiejie semiconductor, 50 employees of jiejie (Shanghai) technology, 37 employees of jiejie (Wuxi), 14 employees of jiejie semiconductor new materials, 30 employees of jiejie (Shenzhen), 30 employees of jiejie Nantong Research Institute and 111 employees of jiejie Nantong Technology), and the annual average number is 1526 (including 581 employees of the subsidiary jiejie semiconductor, 40 employees of jiejie (Shanghai) technology Jiejie (Wuxi) 33 people, jiejie half
11 new conductor materials, 25 jiejie (Shenzhen), 31 jiejie Nantong Research Institute and 48 jiejie Nantong Technology). There are 368 technical R & D personnel, accounting for 20.80% of the number at the end of the period and 24.12% of the average number of the company. The company has 7 employees with senior titles, 24 employees with intermediate titles and 91 employees with primary titles.
According to the needs of actual work, the company carries out various forms of post training and education for different posts, and realizes the employment system with certificates, so that all employees can be competent for their current jobs.
3. Participation of governance
The responsibilities of the corporate governance have been clearly stipulated in the articles of association and policies of the company. Through its own activities and with the support of the audit committee, the governance layer supervises the company's accounting policies and internal and external audit work and results. The responsibilities of the governance layer also include supervising whether the policies and procedures designed to review the effectiveness of internal control are reasonable and effective.
4. Management philosophy and business style
The management of the company is responsible for the operation of the company and the formulation, implementation and supervision of business strategies and procedures. The board of directors and the audit committee shall effectively supervise them. The management creates the company's culture with the spirit of "scrupulously performing their duties, being honest and trustworthy, being pragmatic and efficient and creating excellence"; Operate business with the core values of "integrity, pragmatism, innovation and win-win"; With the principle of "meeting customers as the purpose, process control and quality assurance; technological progress and innovation, broadening the market and creating famous brands", we control quality, establish 7S, informatization, customization and personalized management modes, adhere to continuous improvement, and gradually develop into an excellent and customer satisfied first-class semiconductor discrete device R & D, manufacturing and sales company.
5. Organizational structure
In accordance with the company law of the people's Republic of China, the company has established the general meeting of shareholders, the board of directors and the board of supervisors to perform the functions of decision-making, management and supervision respectively. The board of directors has a strategic investment committee, a remuneration and assessment committee, a nomination committee and an audit management committee, and is directly responsible to the board of directors. The company defines the responsibilities and authorities, working conditions, rules of procedure and working procedures of the board of directors, the board of supervisors and the management, so as to ensure the separation of decision-making, implementation and supervision and form checks and balances. Each department is set up according to the company's business development, internal control needs and business characteristics, and the main responsibilities of each department are clearly defined.
According to the characteristics of the semiconductor industry and in combination with the actual situation of the company, the company has set up 4 departments, 2 offices, 1 financial center, 1 Information Center, 1 Engineering Technology Research Center, 1 Quality Center, 2 business divisions, 4 wholly-owned subsidiaries and 3 holding subsidiaries. All departments carry out work in accordance with the provisions of department responsibilities, forming a system of performing their own duties, assuming their own responsibilities, mutual cooperation and mutual restriction The interlocking internal control system optimizes the company's resource allocation and improves the company's work efficiency. The main responsibilities of each department are as follows:
(1) Human resources administration department. According to the company's strategic development needs, formulate human resources strategy, comprehensively coordinate the construction of the company's human resources system, participate in the construction of standardized company management system, and build a competitive human resources development platform and corporate culture platform. Supervise the company's daily administrative work, be responsible for the formulation of the company's administrative management system, management of documents at the management level, daily administrative management, general affairs and logistics management, administrative expenses, etc., ensure that the company's administrative and logistics problems are solved in time, and establish a solid foundation for the realization of the company's objectives.
(2) Audit department. Be responsible for the internal control, audit and supervision of the company's operation and management activities, participate in the discussion and decision-making of relevant operation and management activities, complete the daily work of internal control audit, prevent and control the company's operation risks, and maintain the company's normal operation and management procedures.
(3) Material management department. According to the company's operation planning, comprehensive budget management and other requirements and production plans, formulate storage plans, organize and implement the implementation of the company's procurement, production and sales plans and budgets, manage the inventory of raw materials, semi-finished products, finished products and low value consumables, and ensure the efficient, orderly and smooth logistics of the company to meet the company's operation needs.
(4) Equipment engineering department. Be fully responsible for the overall management of the company's production equipment and facilities, safe production and environmental protection, so as to ensure the smooth implementation of the company's operation.
(5) Secretary office. Be responsible for the company's external public relations liaison, information disclosure, securities, investment management, strategic planning, information collection, and enterprise legal risk control, so as to provide support for the company's strategy, investment and capital operation decisions.
(6) Safety and environment management office. Based on the national policies and regulations on production safety and environmental protection, combine the requirements of production safety and environmental protection with the company's industrial characteristics, organize the formulation of the company's safety and environmental protection management system, exercise its functions and powers according to law, and be responsible for organizing inspection and supervision to ensure the implementation of the company's safety measures and environmental protection.
(7) Financial center. Under the guidance of relevant national laws and regulations and the company's overall business strategic development objectives, standardize the company's financial behavior, carry out the company's financial investment, financing, financial accounting, cost control and reasonable allocation of relevant funds and assets, so as to ensure the company's financial work is reasonable and legal, the integrity of the company's assets and the effective use of funds, so as to achieve the financial management goal of maximizing the company's value.
