Chinalin Securities Co.Ltd(002945)
About Wondershare Technology Group Co.Ltd(300624)
Verification opinions of 2021 internal control self-evaluation report
Chinalin Securities Co.Ltd(002945) (hereinafter referred to as " Chinalin Securities Co.Ltd(002945) " and "sponsor") as a sponsor of Wondershare Technology Group Co.Ltd(300624) (hereinafter referred to as " Wondershare Technology Group Co.Ltd(300624) " or "company") issuing convertible corporate bonds to unspecified objects, in accordance with the measures for the administration of securities issuance and listing sponsor business and the rules for the listing of stocks on the gem of Shenzhen Stock Exchange In accordance with the requirements of relevant documents such as the guidelines for self-regulation of listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on GEM, the guidelines for self-regulation of listed companies of Shenzhen Stock Exchange No. 13 - recommendation business, the self-evaluation report on internal control of Wondershare Technology Group Co.Ltd(300624) 2021 has been verified. The details are as follows:
1、 Verification work carried out by the recommendation institution
The sponsor representatives and project team members appointed by the sponsor to serve as the continuous supervision of Wondershare Technology Group Co.Ltd(300624) reviewed the Wondershare Technology Group Co.Ltd(300624) internal control system, communicated with Wondershare Technology Group Co.Ltd(300624) directors, supervisors, senior managers, finance department and other relevant departments, learned about the operation of the internal control system, communicated with the accounting firm hired by the company, and consulted Wondershare Technology Group Co.Ltd(300624) shareholders' meeting, the board of directors, the board of supervisors The relevant materials of the meetings of the special committees of the board of directors, the articles of association and other relevant documents, as well as other relevant internal control systems and business management rules, checked the integrity, rationality and effectiveness of the company's internal control system from the aspects of the company's internal control environment, the construction of internal control system and the implementation of internal control, and checked the internal control evaluation report of Wondershare Technology Group Co.Ltd(300624) 2021 one by one.
2、 Wondershare Technology Group Co.Ltd(300624) internal control evaluation
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 are the company's headquarters and subsidiaries.
The main businesses and matters included in the evaluation scope include: organizational structure, development strategy, human resources, social responsibility, corporate culture, fund management, financial management, investment management, procurement management, collection management, internal audit management, financial report, property protection, budget management, internal information transmission, information system, research and development.
The above units, businesses and matters included in the evaluation scope cover the main aspects of the company's operation and management, and there are no major omissions. The specific evaluation scope is as follows:
(I) control environment
1. Corporate governance structure and organizational structure
The internal control system formulated and implemented by the company in accordance with the company law, securities law and other relevant laws and regulations as well as the articles of association includes: rules of procedure of the general meeting of shareholders, rules of procedure of the board of directors, rules of procedure of the board of supervisors, working system of independent directors, management system of connected transactions and other regulations to standardize the corporate governance structure and rules of procedure. According to the actual operation of the company, Continuously improve the corporate governance structure, ensure the standardized operation of the company's highest power, decision-making, supervision and management institutions, and form a scientific and effective check and balance mechanism.
The general meeting of shareholders, the board of directors and the board of supervisors exercise decision-making power, executive power and supervision power respectively according to their duties. The general meeting of shareholders shall enjoy the legal rights stipulated in laws and regulations and the articles of association, and exercise the voting rights on major matters such as the company's business policy, financing, investment and profit distribution according to law.
The board of directors is responsible to the general meeting of shareholders and exercises the company's business decision-making power according to law. The board of directors has a strategy committee, a nomination committee, an audit committee and a remuneration and assessment committee, and establishes corresponding working systems to improve the operation efficiency of the board of directors. The board of Directors consists of five directors, two of whom are independent directors. Professional matters should be approved by the professional committee first, and then submitted to the board of directors for deliberation, so as to facilitate the independent directors to play a better role.
The board of supervisors is composed of three supervisors, one of whom is held by the employee representative and democratically elected by the company's employees. It is responsible for the general meeting of shareholders, supervising and inspecting the behavior of directors, general managers and other senior executives, and supervising the establishment and implementation of internal control by the board of directors.
Under the leadership of the general manager, the management of the company, as the main body of the company's operation and management, is responsible for commanding, coordinating, managing and supervising the daily operation and operation of all departments and subsidiaries, including organizing and leading the daily operation of internal control at all levels of all departments of the company.
2. Organization setting and distribution of rights and responsibilities
On the basis of the basic organizational framework of internal control determined by the governance structure, the company has established a functional organization to meet the needs of the company's operation and management, formed an effective operation mode suitable for the actual situation of the company, and the organizational division of labor is clear, the functions are sound and clear. All functional departments can perform their respective duties and cooperate effectively to ensure the orderly progress of the company's production and operation activities.
3. Establishment of internal audit department
In order to strengthen the management of the company's internal audit, improve the quality of the audit work, and realize the standardization and standardization of the company's internal audit work, according to the audit law, the provisions on internal audit and other laws and regulations and the relevant provisions of the articles of association, and in combination with the actual situation of the company, the company has established an internal audit organization, which is directly responsible to the audit committee. Under the guidance of the audit committee, Independently exercise the audit authority without interference from other departments and individuals, and regularly or irregularly inspect and supervise the authenticity and integrity of the financial information of the company and its subsidiaries and the establishment and implementation of internal control system according to the actual needs of the company's business activities. 4. Human resources policy
According to the operation and development strategy, the company has established a human resources system or process in line with the actual situation of the company, and stipulated the management of employee recruitment, induction, training, resignation, social security and so on; The company has formulated corresponding assessment and salary standards according to different positions of employees and strictly implemented them.
5. Strategic development
The overall operation Office of the company is responsible for formulating the company's development strategy according to the internal and external operation analysis data and research data, and submitting it to the board of directors for approval. The company's development strategy publicizes all employees through various channels such as business management meetings, employee training and internal information websites. The company, all functional departments and subsidiaries formulate the overall annual work plan of the company and the annual work plan of all functional departments and subsidiaries according to the specific contents of the development strategy, so as to decompose and implement the strategic objectives.
6. Social responsibility
According to the requirements of the basic norms and application guidelines, and in combination with the actual situation of the enterprise, the president's office leads various affairs related to social responsibility, focusing on promoting employment and protecting employees' rights and interests, and integrating social responsibility into the general manager's daily work plan.
7. Corporate culture
The company is the world's leading digital creative enabler of the new generation. With the mission of "making the world more creative", the company is committed to becoming a century old software store with characteristics and influence all over the world.
Following the tide of new technology, the company actively embraces the creator economy, faces a large number of new generation users around the world, provides simple and efficient digital creative software, fashionable creative resources and rich and diversified ecological services, enables people to express their creativity differently in the digital age, and helps each new generation creator turn the inspiration in his mind into a visible reality. At the same time, with the unique village culture of "three diligence and six harmony", the company creates a growth platform for employees to release individual value, and injects the spiritual vitality of independent thinking, diligence and pragmatism and keeping pace with the times into the team.
(II) risk assessment
In the standardization of the company's internal control system, the company identifies and analyzes the existing risks by identifying the key risk points, the possibility of risk occurrence and its impact degree, and determines the key risks that need to be paid attention to and controlled first.
According to the major risks of each business process, the company determines the corresponding control objectives and control activities, identifies the key control activities, and prepares and forms a risk control matrix to manage or reduce the risks faced by the company. Through the sorting and evaluation of the internal control process, the company has established a strategic, risk-oriented internal control system that meets the basic specification requirements.
The company continuously evaluates risks through year-end summary, regular budget review, monthly business analysis, performance appraisal and other measures, finds and prevents risks in time, and formulates corresponding control measures.
(III) control activities
The company fully implements the requirements of laws and regulations such as the basic norms of enterprise internal control, formulates and continuously improves and optimizes the company's internal control system, so as to provide a reasonable guarantee for the continuous and effective operation of the internal control system. The company has formulated corresponding control systems and control activities, mainly including: incompatible position separation control, authorization approval control, accounting system control, property protection, R & D project control, budget control, operation analysis control, performance appraisal control, information system control, etc.
1. Basic control measures
(1) Incompatible job separation control
In order to prevent the risk of fraud, when setting the organization and posts, the company implements corresponding separation measures for posts prone to fraud risk according to the control requirements of incompatible job separation, so as to form a business mechanism of mutual supervision and mutual restraint.
(2) Authorization approval control
According to the articles of association, the company has clearly divided the responsibilities of the general meeting of shareholders, the board of directors, the board of supervisors and the management, formulated effective rules of procedure, and performed their duties independently, supervised and promoted each other. The company has a clear approval authority and process for all businesses that need to be approved, defines the scope of authority, approval procedures and corresponding responsibilities for each post to handle businesses and matters, establishes an authorization system covering major business management levels such as strategic management, procurement, sales, research and development, investment, capital activities, asset management, financial control, human resource management and subsidiary control, and defines the authorization links and audit and approval authority, Equal rights and responsibilities have been achieved to ensure the operation and safety of the company. For unconventional transaction events, such as major transactions such as acquisition, merger, investment, asset reorganization, equity transfer, guarantee, related party transaction and additional issuance of shares, the general manager, chairman, board of directors and general meeting of shareholders of the company shall approve according to different transaction volume.
(3) Accounting system control
In strict accordance with the company law, the accounting law, the accounting standards for business enterprises, the norms of internal accounting control - basic norms and other laws and regulations, as well as the supplementary and regular financial management system and relevant operating procedures suitable for the company, the company has defined various accounting work processes and accounting methods, so as to ensure the accuracy, reliability and safety of accounting vouchers, accounting and records and their data, and ensure the authenticity and integrity of financial reports.
The company has set up more reasonable posts in financial accounting and equipped with corresponding financial personnel to ensure the smooth progress of financial and accounting work. The division of labor of financial and accounting personnel is clear, and each post can play a role of mutual restraint. The key functions such as approval, execution and bookkeeping are divided by relevant authorized personnel, giving full play to the supervision function of accounting.
(4) Property protection control
The company has established daily property management systems, such as detailed rules for the implementation of Wondershare Technology Group Co.Ltd(300624) fixed assets management, detailed rules for the implementation of Wondershare Technology Group Co.Ltd(300624) intangible assets management, and regular inventory system. It records and manages all physical assets by setting up accounts, and insists on taking measures such as regular inventory and account verification to ensure the safety of the company's property. (5) R & D project control
The company has formulated the detailed rules for the implementation of Wondershare Technology Group Co.Ltd(300624) product management, the detailed rules for the implementation of Wondershare Technology Group Co.Ltd(300624) product R & D management, the detailed rules for the implementation of Wondershare Technology Group Co.Ltd(300624) software version management and other system documents, which have detailed and specific provisions on the business activities in various links such as the initiation, implementation, acceptance and release of R & D projects and the protection of R & D achievements, as well as the application and approval of key nodes, so as to ensure the platform development in demand analysis and review, development management The test management and online process are basically controlled, so as to ensure the feasibility of R & D projects, the smooth implementation of R & D process and the protection of R & D achievements.
(6) Budget control
The company implements budget management control through the preparation of operation plan and cost budget, defines the responsibilities and authorities of each responsible unit in budget management, and standardizes the procedures of budget preparation, approval, issuance and implementation.
(7) Operation analysis control
The management of the company discusses and makes decisions on the operation through regular management meetings and other special meetings, finds out the potential business risks and timely adjusts the company's business strategy.
(8) Performance appraisal control
The company has formulated the detailed rules for the implementation of Wondershare Technology Group Co.Ltd(300624) performance management, detailed rules for the implementation of Wondershare Technology Group Co.Ltd(300624) employee performance objective management, measures for the management of Wondershare Technology Group Co.Ltd(300624) employee compensation, so as to clearly standardize the performance appraisal, adhere to the principles of objectivity, impartiality, standardization and transparency, and organize the annual appraisal on schedule, so that the performance appraisal results can be used for salary distribution, talent selection and training, team optimization Provide decision-making basis for salary and welfare adjustment.
2. Key control measures
(1) Monetary Fund Management
For the management of monetary funds, the company has formulated the detailed rules for the implementation of Wondershare Technology Group Co.Ltd(300624) fund management, established strict authorization and approval procedures for the revenue and expenditure and custody of monetary funds, strictly separated the incompatible Posts handling monetary funds business, and there are mutual constraints between relevant institutions and personnel. It stipulates the authorities and responsibilities of monetary funds from payment application, approval, review and payment.
(2) Collection management
The company has formulated the detailed rules for the management and implementation of Wondershare Technology Group Co.Ltd(300624) online collection platform. According to the characteristics of collection business process and the company's internal control system, the company has reasonably planned and established the post responsibilities of marketing department and collection department, formulated relevant procedures and set key control points.
(3) Procurement management
The company has formulated the detailed rules for the implementation of Wondershare Technology Group Co.Ltd(300624) expense management, which defines their respective rights and responsibilities and mutual restriction requirements and measures for purchase requisition and approval, inquiry and determination of suppliers, negotiation and approval of purchase contracts, purchase and acceptance in the procurement process.
(4) Investment management
The company has formulated the measures for the administration of foreign investment, which makes comprehensive provisions on the feasibility study, decision-making authority, approval procedures, investment execution control and investment disposal control of investment projects, so as to ensure the scientization of investment decision-making and the standardization of operation and management.
(5) Related party transaction management
According to the related party transaction system, the company determines the respective approval authority of the board of directors and the general meeting of shareholders, standardizes the related party transactions and their disclosure, and ensures that the related party transactions of the company comply with the principles of fairness, impartiality and openness. (6) Information system control
The company has formulated Wondershare Technology Group Co.Ltd(300624) information security management measures, implementation rules for Wondershare Technology Group Co.Ltd(300624) information security incident management, implementation rules for Wondershare Technology Group Co.Ltd(300624) information terminal management, implementation rules for Wondershare Technology Group Co.Ltd(300624) account Authority security management, implementation rules for Wondershare Technology Group Co.Ltd(300624) network security management and other rules and regulations, aiming to standardize the business of information system construction, daily operation and maintenance and security management, In order to improve the operation efficiency of the company through information management and prevent the risk of information leakage and fraud.
(IV) information and communication
