Guosen Securities Co.Ltd(002736)
About Aoshikang Technology Co.Ltd(002913)
Verification opinions on self-evaluation report of internal control in 2021
Guosen Securities Co.Ltd(002736) (hereinafter referred to as " Guosen Securities Co.Ltd(002736) " sponsor ") is the sponsor of initial public offering and listing of Aoshikang Technology Co.Ltd(002913) (hereinafter referred to as" Aoshikang Technology Co.Ltd(002913) "company") and the sponsor of non-public offering of A-Shares in 2020, In accordance with the measures for the administration of securities issuance and listing recommendation business, the 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 guidelines for the recommendation of listed companies of Shenzhen Stock Exchange and other relevant provisions, the verification opinions on the self-evaluation report on internal control in Aoshikang Technology Co.Ltd(002913) 2021 are as follows:
1、 Verification work carried out by the recommendation institution
The sponsor consulted the meeting materials of Aoshikang Technology Co.Ltd(002913) board of directors and board of supervisors, various management systems of the company, opinions issued by independent directors, audit materials provided by accountants, various business and management systems and internal control systems of the company, visited the business premises of the company on site, and communicated with the directors, supervisors, senior managers and relevant personnel of the accounting firm appointed by the company.
2、 Internal control evaluation
(I) basis of internal control evaluation
In accordance with the company law of the people's Republic of China, the accounting law of the people's Republic of China, the accounting standards for business enterprises, the securities law of the people's Republic of China, the basic norms of enterprise internal control and its supporting guidelines, the self regulatory guidelines for listed companies of Shenzhen stock exchange No. 1 - standardized operation of listed companies on the main board (hereinafter referred to as "standardized operation of the main board") and the requirements of relevant internal rules and regulations of the company, Organize and carry out internal control evaluation.
(II) 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 within the scope of this internal control evaluation of the company are the company and its holding subsidiaries. The total assets of the units included in the scope of evaluation account for 100% of the total assets in the company's financial statements, and the total operating revenue accounts for 100% of the total operating revenue in the company's financial statements.
The main businesses and matters included in the evaluation scope include: corporate governance structure, subsidiary management, foreign investment management, corporate culture, human resource management, fund management, procurement and payment, sales and collection, production and inventory, financial management and reporting, fixed assets management, related party transactions, foreign guarantee, major investment, raised fund management and information disclosure; The high-risk areas of focus mainly include foreign investment management, subsidiary management, raised funds management, financial management and reporting, related party transactions and information disclosure.
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.
(III) procedures and methods of internal control
The evaluation of the company's internal control in 2021 was carried out in strict accordance with the basic norms of enterprise internal control and its supporting guidelines, the standardized operation of the main board and the requirements of relevant internal rules and regulations of the company. The company's internal control evaluation procedures mainly include: formulating evaluation work plan, forming evaluation working group, implementing on-site test, identifying control defects, summarizing evaluation results, preparing evaluation report and other links. In the evaluation process, the methods and means of individual interview, sampling inspection, walk through test, field inspection and comparative analysis are comprehensively used to fully collect the effective evidence of the company's internal control design and operation, truthfully fill in the evaluation working paper, analyze and identify the defects of internal control. The evaluation content has covered all the business and management scope of the company, ensuring the comprehensiveness, accuracy and effectiveness of the evaluation.
3、 Establishment, improvement and effective implementation of the company's internal control system
(I) internal control environment
In accordance with the company law of the people's Republic of China, the securities law of the people's Republic of China, the Listing Rules of Shenzhen Stock Exchange, the standardized operation of the main board and the governance standards of listed companies, the board of directors has formulated and 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 board of supervisors and other basic systems, forming a clear division of rights and responsibilities and the responsibility of each company A corporate governance structure with mutual checks and balances and coordinated operation.
In order to improve the corporate governance structure, establish a modern enterprise system, clarify the responsibilities of all parties, form effective governance, and give full play to the normative and promoting role of good corporate governance on the company, the company has established and improved the "three meetings" governance structure including the general meeting of shareholders, the board of directors and the board of supervisors.
The general meeting of shareholders is the highest authority of the company, which is responsible for formulating the development strategy, business policy and investment plan of the company, making decisions on the internal control of the company as a whole, ensuring that all shareholders, especially small and medium-sized shareholders, enjoy equal status through the rules of procedure, and ensuring that all shareholders can fully exercise their rights.
The board of directors is not only the daily decision-making body of the company, but also the executive body of the resolutions of the general meeting of shareholders. It is specifically responsible for the establishment, improvement, specific implementation and effect evaluation of the company's internal control system, and effectively supervises the internal control through the four special committees under it.
The board of directors includes three independent directors, who independently supervise the company's internal control in related party transactions, external guarantees, executive compensation, major investments and other major aspects, and express independent opinions to ensure the effective implementation of internal control.
The board of supervisors is the company's supervisory body, which supervises the company's internal control, supervises the work of the board of directors, management and the company's finance, and puts forward suggestions for improvement and improvement to promote the further improvement of the company's internal control.
2. Corporate culture
Aoshikang Technology Co.Ltd(002913) under the vision of "becoming the most respected and creative leader enterprise in PCB manufacturing industry", adhering to the values of "customer first, employee development, integrity-based and becoming the best partner", adhering to the concept of "fairness, team, innovation and detail", comprehensively promote the transformation and upgrading of industry strategy, constantly explore the market, optimize the order structure, and strive to achieve the strategic goal of globalization.
3. Human resource management
The company attaches great importance to talent training and continuously improves the quality of employees through the combination of external talent introduction and internal talent training, so as to promote the steady development of product quality and output. At the same time, the company has established a perfect human resource management system, which pays attention to process management in terms of employee management, performance appraisal and employee promotion, and continuously optimizes the management system to improve the company's human resource management ability. The company attaches importance to the construction of corporate culture and strengthens the sense of belonging and identity of employees by continuously promoting the "strategic talent training project of the hundred talents plan".
4. Internal audit
In order to meet the needs of the company's operation and development and strengthen internal audit supervision, the company has formulated the Aoshikang Technology Co.Ltd(002913)
The Audit Department of the company is composed of full-time auditors, with one audit director and one audit manager, nominated by the audit and risk control committee of the board of directors and appointed and removed by the board of directors. The Audit Department of the company is under the responsibility of the audit and risk control committee of the board of directors, which independently inspects and supervises the authenticity and integrity of the company's financial information, the establishment and implementation of the internal control system, etc.
5. Internal management organization
According to the actual situation and business characteristics, the company has established various functional departments, including audit department, securities department, operation management department, R & D department, quality assurance department, human resources department, environmental protection and safety department, procurement department, sales department, finance department and so on. The functions of each department are clearly divided, the responsibilities are clear, and the functions are connected with each other, forming a perfect and coordinated internal organization.
(II) risk assessment
The board of directors and all management levels of the company continuously pay attention to the changes of national macroeconomic policies, the development trend of industry and technology, the changes of market demand outside China and the situation of competitors, and formulate and implement the company's development strategy, competitive strategy, product R & D plan and marketing plan in combination with the company's own development status, and through daily management and supervision, internal audit Establish an effective risk assessment mechanism and early warning mechanism by means of external audit to identify and respond to major and generally influential changes that the company may encounter, including business risk, environmental risk, financial risk and so on. The company strives to control the risk within an acceptable range through risk prevention, risk transfer and risk elimination.
(III) control activities
1. Foreign investment management
The company has formulated the major investment management system, which defines the type of foreign investment, authorization and approval procedures and approval authority of the company. The system expressly stipulates that the foreign long-term investment projects shall be subject to the hierarchical examination and approval system according to the amount. The highest power decision-making body for foreign investment is the general meeting of shareholders, and the company is responsible for the investment projects
2. Subsidiary management
The company has established the management measures for holding subsidiaries, which stipulates the management structure, organization management, financial management, fund management, financial supervision, human resource management, marketing management, R & D management, supply chain management, production management, quality and equipment management, safety management, environmental protection management and other aspects of subsidiaries, in order to comply with the guidelines for standardized operation of main board and other relevant laws and regulations, Strengthen the management of subsidiaries, establish an effective control mechanism, and improve the overall operation efficiency and anti risk ability of the company.
3. Management of raised funds
In order to regulate the management and use of raised funds and protect the interests of investors, in accordance with the company law, the securities law, the stock listing rules of Shenzhen Stock Exchange, the regulatory guidelines for listed companies No. 2 - regulatory requirements for the management and use of raised funds of listed companies, the standardized operation of the main board, other relevant laws and regulations, normative documents and the articles of association, and in combination with the actual situation of the company, The company has formulated the management system of raised funds, which defines the management and supervision of raised funds by the company, the sponsor and the special account storage bank of raised funds. According to the special inspection conducted by the audit department on the use of raised funds every quarter and the real-time monitoring and evaluation of the sponsor Guosen Securities Co.Ltd(002736) of the company, there was no violation of the management of raised funds in the storage and use of raised funds in 2021.
4. Financial management and reporting
According to the accounting standards for business enterprises issued by the Ministry of Finance and in combination with specific conditions, the company has formulated the financial report preparation system and financial management system. The foregoing system clearly stipulates and regulates the company's accounting principles, current assets management, fixed assets management, intangible assets and other assets management, investment management, fund-raising management, cost and expense management, operating income management, profit and profit distribution management, foreign currency business management, financial accounting report, financial analysis system, liquidation management system, etc, It ensures that the financial department prepares accounting statements, notes to accounting statements and other documents in accordance with the relevant provisions of the national accounting standards, timely and accurately reflects the financial status and operating results of the enterprise, finds problems in the process of business operation in combination with financial analysis, and timely feeds back to all business departments, so as to ensure the normal progress of various businesses and the smooth completion of annual business objectives.
5. Related party transactions
During the reporting period, the company formulated and implemented the related party transaction decision-making system, and clearly stipulated the basic principles, decision-making procedures, avoidance system and information disclosure of related party transactions in accordance with the Shenzhen Stock Exchange Stock Listing Rules, articles of association and other relevant documents of Shenzhen Stock Exchange, so as to strengthen the management of related party transactions. In the articles of association, the rules of procedure of the general meeting of shareholders, the rules of procedure of the board of directors and the rules of procedure of the board of supervisors, the company clearly divided the approval authority of the general meeting of shareholders, the board of directors and the board of supervisors on related party transactions, and stipulated the deliberation procedures and relevant provisions on avoidance of voting on related party transactions. No major defects or important defects were found during the reporting period.
6. Information disclosure
In order to standardize the company's information disclosure management, the company has formulated the information disclosure management system and investor relations management system, which clearly stipulates the scope and content of major information, as well as the transmission, review and disclosure process of major information, and clearly stipulates the information disclosure in investor relations activities. In order to strengthen the management of information disclosure, the company has formulated the registration system for insiders of inside information. During the reporting period, the company's directors, supervisors, senior managers and controlling shareholders earnestly implemented the system. The company's information disclosure documents disclosed the company's information in a true, accurate, complete and timely manner, without false records, misleading statements or major omissions, and assumed individual and joint legal liabilities for its authenticity, accuracy, integrity and timeliness. During the reporting period, the company's internal control over information disclosure was strict, sufficient and effective.
7. Information system management
The company attaches great importance to information system management, establishes an information security management system according to ISO 27001 standard, formulates management systems such as information system management measures, information system development management system, information system authority management system, data backup management procedure and network security management procedure, adopts sap, SRM, OA, EHR and other systematic it means, and comprehensively combs and optimizes business processes, Achieve internal control. The company has defined the business processes and authorities of each post responsibility, development and maintenance, authority change, business process change, master data maintenance, data input and output, data backup, network security and so on. To ensure the efficient and orderly development, safe and stable operation of the information system. During the reporting period, information system management basically supported the realization of the company's strategy and business objectives and effectively managed various risks.
4、 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.
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 factors such as the company's scale, industry characteristics, risk preference and risk tolerance, the board of directors of the company studied and determined the specific identification standards of internal control defects applicable to the company for internal control over financial reports and internal control over non-financial reports. The identification standards of internal control defects determined by the company are as follows:
(I) internal control defect standard of financial report determined by the company
1. The quantitative criteria for the evaluation of internal control defects in financial reporting determined by the company are as follows:
The quantitative standard takes the total assets and total profits as the measurement standard. If the loss that may be caused or caused by the defect of internal control is related to the income statement, it shall be measured by the operating revenue index. Losses that may be caused or caused by internal control defects related to asset management shall be measured by the total asset index.
Defect level definition quantitative standard
Refers to one or more control defects. 1) the amount of misstatement ≥ 1% of the total assets in the consolidated financial statements; heavy
