China Post Securities Co., Ltd
About XueDa (Xiamen) Education Technology Group Co., Ltd
Verification opinions of internal control evaluation report in 2021
China Post Securities Co., Ltd. (hereinafter referred to as “China Post securities” or “continuous supervision organization”) as the continuous supervision organization of non-public offering of shares by XueDa (Xiamen) Education Technology Group Co., Ltd. (hereinafter referred to as ” Xueda (Xiamen) Education Technology Group Co.Ltd(000526) ” or “the company”) in 2020, in accordance with the measures for the administration of securities issuance and listing recommendation business The internal control evaluation report of Xueda (Xiamen) Education Technology Group Co.Ltd(000526) 2021 has been verified in accordance with the relevant provisions of the Listing Rules of Shenzhen Stock Exchange and the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 13 – recommendation business. The details are as follows:
1、 Continue to supervise the verification work of the organization
China Post securities consulted the resolutions and minutes of the general meeting of shareholders, the board of directors and the board of supervisors, the minutes of the special committees of the board of directors, the minutes of the general manager’s office meeting, the audit report, the internal control self-evaluation report and various business and rules and management systems of the company, and communicated and exchanged with the directors, supervisors, senior managers, internal auditors and external audit institutions of the company, The integrity, rationality and effectiveness of its internal control system were verified.
2、 Internal control evaluation of the company
(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. The main units included in the evaluation scope include: XueDa (Xiamen) Education Technology Group Co., Ltd. Xueda (Xiamen) Education Technology Group Co.Ltd(000526) group (XueDa Education Group), Beijing XueDa Information Technology Group Co., Ltd., Shanghai Ruiju Industrial Co., Ltd. and Xiamen Zhongtong Real Estate Leasing Co., Ltd. the total assets of the units included in the evaluation scope account for 100% of the total assets in the consolidated financial statements of the company, The total operating income accounts for 100% of the total operating income in the company’s consolidated financial statements; The main businesses and matters included in the evaluation scope include: corporate governance and organizational structure, human resources, risk assessment, subsidiary management, foreign investment, foreign guarantee, related party transaction, financial management, sales business, fund management, contract file management, information disclosure and other businesses; There are no high-risk areas to focus on.
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.
1. Internal environment
(1) Corporate governance and organizational structure
In accordance with the company law, securities law and other relevant provisions, the company has established the corporate governance structure of the general meeting of shareholders, the board of directors, the board of supervisors and the management, formulated 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 the implementation rules of the special committee of the board of directors, and defined the working procedures and decision-making authority of the three meetings, Form a scientific and effective division of responsibilities and check and balance mechanism to ensure the standardized operation of the company.
According to the actual situation of operation and management and the industrial situation of the industry, the company establishes an organizational structure suitable for the management function and business scale. The responsibilities of each department are clear, check and balance each other, divide work and cooperate, and each department takes its own responsibilities.
During the reporting period, the resolutions made by the general meeting of shareholders, the board of directors and the board of supervisors of the company were legal and effective. Through the combination of system norms, assessment and audit supervision, all businesses and daily management between the company and its subsidiaries were normal, which better guaranteed the overall operation of the company.
(2) Human resources
The company adheres to people-oriented and attaches great importance to personnel management. Formulate effective human resource planning according to the company’s development plan, reasonably allocate staff according to the job requirements of different posts, carry out various forms of vocational training, constantly improve the quality of employees and help the company’s operation and development. The company has established and implemented a more scientific and comprehensive personnel management system for employment, training, daily management, salary, assessment, reward and punishment, so as to safeguard the legitimate rights and interests of employees and seek the common development of the company and employees.
(3) Corporate culture
During the reporting period, the company took various measures to cultivate corporate culture, adhered to a loyal, concise, inclusive and performance-oriented working atmosphere, guided and standardized employees’ behavior, and improved the overall cohesion and competitiveness of the team.
2. Risk assessment
Identify and evaluate the impact of internal and external risks on the company and determine the risk tolerance according to the industry, operation and possible risks of the company.
(1) Influence of internal factors
Including the professional ethics of directors, supervisors and senior managers, the professional ability and team spirit of employees and other personnel quality factors; Organizational structure, operation mode, asset management, business process and other management factors; Independent innovation factors such as research and development, technology investment and information technology application; Financial status, operating results, cash flow and other financial factors; Safety and environmental protection factors such as operation safety, employee health and environmental protection; Financial report preparation, information disclosure and other relevant internal risk factors.
(2) Influence of external factors
The company focuses on the impact of economic and legal factors. Among them, the economic factors mainly focus on the economic situation, industrial policy, market competition and resource supply; Legal factors mainly focus on laws and regulations and regulatory requirements. In addition, social factors, environmental factors and other external risk factors will also affect the operation and development of the company to a certain extent.
During the reporting period, the company has taken measures to deal with the changes in the external risk and the acceptability of the risk.
3. Control activities
The company has established a set of effective management and risk prevention system in terms of subsidiary management, foreign investment, foreign guarantee and related party transactions to ensure the orderly and stable operation of the company. The internal control is as follows: (1) subsidiary management
In order to strengthen the management and control of the company’s holding subsidiaries and standardize the internal operation mechanism, the company has formulated the management system of holding subsidiaries. The system defines the basic principles of the management of holding subsidiaries, and makes specific requirements for the establishment of holding subsidiaries, the governance structure of holding subsidiaries, the supervision, management, rewards and punishment, information disclosure and reporting of holding subsidiaries, which further strengthens the management and control of holding subsidiaries and improves the overall operation efficiency and anti risk ability of the company.
(2) Foreign investment
The company attaches importance to the internal control of foreign investment, especially major investment behavior. In the company’s rules of procedure of the general meeting of shareholders, rules of procedure of the board of directors and other relevant systems, the company clearly stipulates the approval authority and investment decision-making procedures of the general meeting of shareholders and the board of directors for foreign investment, and formulates the company’s foreign investment management system, which regulates the investment project management organization, project management, investment decision-making authority, decision-making procedures Specific requirements are made for the information disclosure of foreign investment.
(3) External guarantee
In order to strengthen the company’s external guarantee management, standardize the company’s external guarantee behavior, effectively prevent and control the company’s asset operation risk, and protect the legitimate rights and interests of shareholders and other stakeholders.
In accordance with the company law, the property law, the guarantee law, the notice on regulating the external guarantee of listed companies, the Listing Rules of Shenzhen Stock Exchange and other laws, regulations and normative documents, as well as the relevant provisions of the articles of association, the company has formulated the external guarantee management system to strictly stipulate the approval procedures and authority of external guarantee, so as to effectively prevent the risk of external guarantee of the company.
(4) Related party transactions
In order to standardize the related party transactions of the company and protect the legitimate rights and interests of the company and all shareholders, the company has formulated the related party transaction management system, which clearly stipulates the principles to be followed by related party transactions, related parties and related relationships, the identification of related party transactions, the decision-making procedures of related party transactions, the pricing and management of related party transactions, the internal control of related party transactions, and the information disclosure of related party transactions. During the reporting period, the related party transactions of the company have been subject to relevant approval procedures according to law, the related party transaction contracts concluded between the company and related parties comply with the principles of fairness and impartiality, comply with the provisions and requirements of laws and regulations, and there are no related party transactions in violation of laws, regulations and the company’s management system.
(5) Contract and archives management
The company has established a relatively perfect contract approval system, defined the approval authority and procedures of various contracts, formulated the “three meetings and information disclosure management and approval procedures”, “subsidiary management authority setting and approval procedures”, “contract approval management authority setting and approval procedures”, and strengthened the tracking management of various contracts. The company has established a perfect file management system, which stipulates the system and process of filing, consulting, keeping and inspection of various files, so as to ensure the standardization and timeliness of the company’s file management.
(6) Internal management control of information disclosure
The company has formulated information disclosure management measures, annual report work system of independent directors and accountability system for major errors in annual report information disclosure, which clearly stipulates the principles, contents and disclosure standards, disclosure process, responsibility division of information disclosure, file management, information confidentiality and other contents of information disclosure, so as to ensure the authenticity, accuracy, integrity, timeliness and fairness of the company’s information disclosure.
(7) Financial management
In accordance with the relevant provisions of the company law, the accounting law, the accounting standards for business enterprises and other laws and regulations, the company has formulated a relatively perfect financial management system, including the management measures for the withdrawal and write off of asset impairment reserves, important accounting policies and accounting estimates, financial approval management authority setting and approval procedures, fixed assets approval management authority setting and approval procedures, etc, Carry out regular early warning, feedback and continuous follow-up of key operation objectives to form a whole process monitoring and effective management combining pre budget, in-process control and post analysis. (8) Sales business
The company has established a sales and collection control system, formulated control measures for possible risks in the process of sales and collection, defined the rights and responsibilities of each department and post, and ensured that incompatible posts such as sales and collection can be effectively restricted and supervised.
(9) Fund management
The company has formulated and strictly implemented the financial management system, budget management measures and other relevant specifications, defined the job responsibilities, fund management and settlement requirements of financial related posts, strictly implemented the monetary fund management mode and post separation setting of two lines of financial revenue and expenditure, and strengthened the supervision of cash revenue and expenditure and inventory, bill management and inventory, payment and expense reimbursement, tax management, etc; Strictly manage and supervise the cash and bank settlement accounts, and implement multi-level review of payment business to ensure the use efficiency and safety of funds; Strictly control the amount of cash payment. In principle, large cash payment is not allowed (except for small and sporadic purchases).
4. Information and communication
The company pays attention to internal information and communication, and urges subsidiaries to collect, process and transmit information related to internal control, so as to maintain the effectiveness of internal control. At the same time, the company requires all departments to strengthen communication and feedback with industry associations, intermediaries, business units and relevant regulatory departments, and obtain external information in time through market research, online media and other channels.
5. Internal supervision
Based on the basic norms of enterprise internal control and other relevant internal control requirements, the risk is prevented and controlled through the internal supervision of the board of supervisors and directors.
(II) 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 and internal control system. 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 of the enterprise internal control standard system for major defects, important defects and general defects, combined with the factors such as the company’s business scale, 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. The identification standards of internal control defects determined by the company are as follows:
1. Internal control defect identification standard
Internal control defects are divided into general defects, important defects and major defects.
Major defect: refers to the combination of one or more control defects, which may cause the enterprise to seriously deviate from the control objectives;
Important defect: refers to the combination of one or more control defects, whose severity and economic consequences are lower than those of major defects, but it may still cause the enterprise to deviate from the control objectives;
General control defects: refer to other defects except important defects and major defects.
2. Identification standard of internal control defects in financial reporting
(1) Quantitative standard
Major defect important defect general defect
Potential misstatement of operating income ≥ 5% of operating income misstatement ≥ 2% of operating income 5% of operating income
Potential misstatement of total assets ≥ 3% of total assets misstatement ≥ asset misstatement 1% of total assets
(2) Qualitative criteria
The qualitative criteria for the evaluation of internal control defects in financial reporting determined by the company are as follows:
The following signs are generally recognized as major defects in internal control over financial reporting:
① Discover major fraud of directors, supervisors and senior managers;
② The certified public accountant finds that there is a material misstatement in the current financial report, but the internal control fails to find the misstatement in the operation process;
③ Ineffective environmental control;
④ Once the major defects found and reported to the management are not corrected within a reasonable time;
⑤ Penalties imposed by regulatory authorities due to accounting errors;
⑥ Other defects that may affect the correct judgment of report users;
⑦ Accountants do not have the necessary quality to complete the preparation of financial statements.
The following signs are generally recognized as important defects in the internal control of financial reporting:
① Fraud of personnel in key positions;
② Failure of compliance supervision function and violation of laws and regulations may have a significant impact on the reliability of financial reporting;
③ It has been reported to the management, but after a reasonable period of time, the management still fails to correct the important defects.
General defects: internal control defects that do not constitute major defects and important defects.
3. Identification standard of internal control defects in non-financial reporting
(1) Quantitative standard
Major defects: resulting in loss ≥ 1% of operating revenue;
Important defects: 1% of operating revenue resulting in loss ≥ 0.5% of operating revenue;
General defect: resulting in loss 0.5% of operating revenue.
(2) Qualitative
