Jiangxi Haiyuan composite material technology Co., Ltd
Self evaluation report on internal control in 2021
All shareholders of Jiangxi Haiyuan composite material technology Co., Ltd.:
According to the provisions of the basic norms of enterprise internal control and its supporting guidelines and other internal control supervision requirements (hereinafter referred to as the enterprise internal control standard system), combined with the internal control system and evaluation methods of Jiangxi Haiyuan Composite Technology Co., Ltd. (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). 1、 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. 2、 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. 3、 Internal control evaluation
(I) 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. There are five main units included in the evaluation scope, namely Jiangxi Haiyuan composite material technology Co., Ltd., Fujian Haiyuan New Material Technology Co., Ltd., Fujian Haiyuan Intelligent Equipment Co., Ltd., Xinyu Saiwei Power Technology Co., Ltd. and Yangzhou Saiwei Power Technology Co., Ltd. The total assets of the units included in the evaluation scope account for 100.00% of the total assets in the company's consolidated financial statements, and the total operating revenue accounts for 100.00% of the total operating revenue in the company's consolidated financial statements.
The businesses and matters included in the scope of this evaluation mainly include:
1. Organizational structure
The company has set up scientific and standardized institutions and posts in accordance with the requirements of national laws, regulations and regulatory authorities, the company's business characteristics and internal management and control requirements. The internal control structure of the company is composed of the general meeting of shareholders, the board of directors, the board of supervisors and senior management.
According to the needs of the company, the company has set up the internal audit department, the finance and environment management department, the power management center, the company's internal audit department, the supply chain management department, the company's internal audit department, the supply chain management center, and so on. Independent of the management, the internal audit department monitors the company's daily operation and management, compliance with the internal control system, financial management and accounting, and reports directly to the board of directors.
2. Corporate governance
In accordance with the provisions of the company law, the articles of association and other relevant laws and regulations, the company has established a corporate governance structure of "three meetings and one layer" of the general meeting of shareholders, the board of directors, the board of supervisors and the management, and formulated the rules of procedure and working rules of each meeting. The board of directors shall be responsible to the general meeting of shareholders and exercise the company's business decision-making power according to law; The board of supervisors shall be responsible to the general meeting of shareholders and supervise the directors, general manager and other senior managers of the company to perform their duties according to law; The management is responsible for organizing and implementing the resolutions of the general meeting of shareholders and the board of directors, and presiding over the production, operation and management of the enterprise. The three committees and the first floor perform their respective duties, coordinate, restrict and standardize the operation. Among them, the board of directors of the company is composed of 7 directors, including 3 independent directors. It has four special committees: Strategy Committee, audit committee, salary and assessment committee and Nomination Committee. The above-mentioned institutions have rules of procedure or working rules corresponding to their functions to regulate their authorities and responsibilities. The company has established a sound corporate governance structure. Clarify the responsibilities and authorities in decision-making, implementation and supervision, and form a scientific and effective division of responsibilities and check and balance mechanism to ensure the standardized operation of the company's management.
3. Development strategy
According to the articles of association, the strategy committee under the board of directors of the company is responsible for making decisions on the medium and long-term development strategy and major project investment of the company, studying and making suggestions on major matters decided by the board of directors. The company's strategy committee shall conscientiously perform its duties and standardize the content of development strategy in strict accordance with the relevant provisions of the company, so as to enhance the company's core competitiveness and sustainable development ability, meet the needs of the company's growing business scale and accelerating development, and ensure the realization of the company's strategic objectives.
4. Human resources
The company pursues the concept of "people-oriented", establishes a complete set of human resources system, and makes detailed provisions on employee training management, recruitment management, salary management, file management, performance appraisal, promotion, reward and punishment. By providing employees with various forms of training, the company improves their business level and enhances the competitiveness of the company; By standardizing the procedures of employee recruitment, employment and use, it will increase the attraction to talents. The formulation of the human resources system has further improved the incentive and punishment mechanism of the company, and adopted the way of linking one post salary and bonus with the company's benefits and employee performance to improve the competitive awareness of employees. Through the objective evaluation of employees' work ability and work attitude, the incompetent personnel shall be eliminated, the management of employees shall be strengthened, and the effective reward and punishment mechanism shall be improved.
5. Risk assessment
According to the strategic objectives and development ideas, combined with the characteristics of the industry, the company has established a more systematic and effective risk assessment system. According to the set control objectives, comprehensively and systematically collect relevant information, accurately identify internal and external risks, and conduct risk assessment in time to make the risk controllable. Minimize risk. 6. Fund management
The company has formulated the financial management system and the management measures for the use of raised funds for the revenue, expenditure and custody of monetary funds, established a relatively strict authorization and approval procedure, separated the incompatible Posts handling monetary funds business, and there is a mutual restriction relationship between relevant institutions and personnel; Clarify the scope of cash use and the regulations that should be observed when handling cash revenue and expenditure business; The settlement procedures for bank deposits have been formulated in accordance with the payment and settlement measures of the people's Bank of China and relevant regulations; The responsibilities, authorities and procedures for the purchase, custody, collection, endorsement, transfer and cancellation of various bills are clarified, and a special register is set up for recording.
The company has no major inappropriateness affecting the safety of monetary funds.
7. Procurement and payment
The company authorizes the supply chain management department to be responsible for the company's material procurement business. The company has formulated corresponding management systems and processes, defined the procedures of purchase requisition, approval, purchase, acceptance and return of inventory, and specified the payment method in detail in terms of payment for goods. The company has formulated the post responsibility system for relevant posts engaged in procurement business.
8. Sales and collection
Combined with the actual situation, the company has improved the relevant management systems and processes of sales business, mainly including: sales management system outline, management measures for handling equipment buyer's credit business, sales delivery management measures, contract management system, sales process management chart, customer service center service flow chart, customer service center document management measures, Interim Provisions on the management of overseas offices, post specifications of various departments, etc, The authority and approval of delivery and sales are further clarified. And regularly check and analyze the weak links in the sales process, and take effective control measures to ensure the realization of sales objectives.
9. Inventory management
The company has formulated warehouse management system, purchase receipt order management method, product receipt order management method, spare parts requisition management regulation, production picking list management method, sales delivery management method, warehouse transfer order management method, warehouse spare parts management regulation, tool borrowing management regulation, measuring tool borrowing management regulation, tooling fixture borrowing management regulation and other inventory related management systems and processes. The relevant posts engaged in inventory management business have formulated the post responsibility system, and defined their respective rights and responsibilities and mutual restriction requirements and measures in the aspects of purchase application and approval, acceptance, warehousing and payment, material collection and delivery, storage and disposal. Regular inventory checking can effectively prevent the theft, damage and major loss of various physical assets.
10. Fixed assets management
In order to standardize the management of fixed assets, improve the utilization efficiency of assets and ensure that all fixed assets are under control, the company has established a more scientific fixed assets management procedure to further standardize the technical indicators and operation requirements for the acceptance, use and maintenance of fixed assets, so as to ensure the safety and integrity of fixed assets. Regular inventory of fixed assets can effectively prevent theft, damage and major loss of various fixed assets.
11. External guarantee
In order to protect the legitimate rights and interests of investors and standardize the company's external guarantee behavior, the company has formulated the external guarantee management system in accordance with the company law, the guarantee law and other laws and regulations, normative documents, the relevant provisions of the articles of association and the actual situation of the company.
The post responsibility system has been formulated for the relevant posts implementing external guarantee, and their respective rights and responsibilities and mutual restriction requirements and measures have been clarified in the evaluation and approval of guarantee business, approval and implementation of guarantee business, implementation and verification of guarantee business, custody of guarantee property and business records. The company's external guarantee shall be under unified management. Without the approval of the board of directors or the general meeting of shareholders, the company and its branches shall not provide external guarantee.
The company has formulated the external guarantee policy to clarify the guarantee object and scope, methods and conditions, approval procedures, guarantee limit and prohibition of guarantee, and regularly check the implementation and effect of the guarantee policy.
12. Foreign investment
In order to standardize the operation of the company, strengthen the monitoring and management of the company's foreign investment, ensure the standardized, orderly and healthy development of the invested company, and safeguard the rights and interests of the company and investors, the company has formulated the foreign investment management system in accordance with the company law, operation guidelines and other relevant laws, regulations, normative documents and the relevant provisions of the articles of association. The company's major investments follow the principles of legality, prudence, safety and effectiveness, control investment risks and pay attention to investment benefits. Relevant investments have fulfilled the corresponding approval procedures and information disclosure obligations in accordance with the regulations.
13. Related party transactions
The internal control of the company's connected transactions shall follow the principles of honesty, credit, equality, voluntariness, fairness, openness and fairness, and shall not harm the interests of the company and other shareholders. In accordance with the requirements of relevant laws and regulations such as self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board, and in combination with the relevant actual situation of the company, the company has made clear provisions on related parties, related relationships, related transaction prices, approval authority of related transactions, avoidance and decision-making procedures of related transactions, information disclosure and legal liabilities of related transactions in the articles of association and other systems, It ensures that the related party transactions concluded between the company and related parties comply with the principles of fairness, openness and impartiality, and ensures the fairness of all related party transactions. During the reporting period, the approval procedures for related party transactions of the company were in compliance with the requirements of the company's operation and development, and there was no damage to the rights and interests of the company and other shareholders.
14. Financial Report
In accordance with the accounting law of the people's Republic of China, accounting standards for business enterprises and relevant regulations, and in combination with the actual situation of the company, the company has established an independent accounting system, including accounting system, financial reimbursement approval authority, procurement approval, fixed assets management, business trip management, etc., and clarified internal control links such as authorization, standardized the company's accounting and financial management, and truly and completely recorded the company's accounting information, Ensure the timely, effective, true and reliable financial data in the periodic report, strengthen the company's financial monitoring, and ensure the use efficiency and safety of the company's assets. Effective control procedures have been implemented in transaction authorization control, responsibility division control, voucher record control, asset contact and record use management, internal audit control, etc. Subsidiaries set up separate financial departments, equipped with professional financial personnel, and accept the guidance of the company's headquarters in business. The company strictly implements the formulated financial system, and all kinds of account books and statements are generated by the computerized system, which meets the relevant requirements of the accounting standards for business enterprises and so on.
15. Internal information transmission and disclosure
The company has established timely, accurate and complete transmission and communication channels for internal information. At the same time, the company has established communication and feedback channels with external consulting institutions, regulatory departments, media and external auditors.
The company has formulated the management measures for information disclosure, the accountability system for major errors in annual report information disclosure, the internal reporting system for major information, the screening and management system for sensitive information, the registration and monitoring system for new media, the prior consultation system for major matters, the registration and management system for insiders of insider information and other relevant systems. Strictly follow the prescribed approval procedures. At the same time, the company did a good job of information disclosure in accordance with the scope and content of major information specified in the Listing Rules of Shenzhen Stock Exchange and the administrative measures for information disclosure. The chairman was designated as the first person responsible for information disclosure. The company disclosed relevant information in time as required to ensure that the information disclosure was timely, accurate, legal, true and complete.
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.
(II) basis of internal control evaluation and identification standard of internal control defects
The company organizes and carries out internal control evaluation in accordance with the enterprise internal control standard system, the guidelines for internal control of listed companies, the company law, the securities law and other relevant laws and regulations issued by Shenzhen Stock Exchange, and in combination with the enterprise internal control evaluation system and evaluation methods.
The board of directors of the company distinguished the internal control of financial report from the internal control of non-financial report according to the identification requirements for major defects, important defects and general defects of the enterprise internal control standard system, combined with the factors such as the company's size, industry characteristics, risk preference and risk tolerance, and studied and determined the specific identification standards of internal control defects applicable to the company, which are consistent with the previous years. Internal control defects determined by the company
