Gosun Holdings Co.Ltd(000971) 2021 annual internal control evaluation report
April, 2002
Gosun Holdings Co.Ltd(000971) all shareholders:
In accordance with the provisions of the basic norms of enterprise internal control and its supporting guidelines and other internal control regulatory requirements (hereinafter referred to as the enterprise internal control normative system), combined with the company’s (hereinafter referred to as the company’s) internal control system and evaluation methods, and 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 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
1. 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.
2. 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
Gosun Holdings Co.Ltd(000971) held the 58th meeting of the 9th board of directors on July 22, 2021, deliberated and passed the proposal on selling 100% equity of the subsidiary Shanghai Gaosheng Data System Co., Ltd., transferring 100% equity of Shanghai gaoshu, a wholly-owned subsidiary held by the company, with a transaction consideration of RMB 130 million. All transfer and settlement procedures have been completed in November 2021, Therefore, Shanghai Gaosheng Data System Co., Ltd. is no longer included in the scope of the company’s evaluation. The main units included in the evaluation scope in 2021 include Gosun Holdings Co.Ltd(000971) and its subsidiaries Jilin Gaosheng Technology Co., Ltd., Beijing Gaosheng Data System Co., Ltd., Shanghai yingyue Network Technology Co., Ltd., Shanghai Gaosheng Cloud Computing Technology Co., Ltd., Gaosheng holding (Hong Kong) Co., Ltd., Shenzhen innovation Yunhai Technology Co., Ltd. and Beijing Huaqi Communication Technology Co., Ltd. The main businesses and matters included in the evaluation scope include: internal environment, risk assessment, control activities, information and communication, and internal supervision; The high-risk areas of focus mainly include: capital activities, budget management, asset management, procurement management, contract management, sales management, information technology management, investment management, raised funds management, related party transaction management, external guarantee, seal management, subsidiary management, etc.
In 2021, on the basis of the company’s original 40 internal control systems, the report system of major events of subsidiaries was added, and the articles of association and seal management measures were revised. The internal control system covers all aspects of the company’s management, is very effective in system design and operation, and effectively protects the interests of minority shareholders.
The evaluation scope of the company’s internal control mainly includes the following five aspects:
1. Internal environment
(1) Governance structure
In accordance with the provisions of the company law, the securities law 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. 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 has four special committees: Strategy Committee, audit committee, nomination committee and salary and assessment committee. The above-mentioned institutions have rules of procedure or working system corresponding to their functions to regulate their authority and responsibilities. The company has established and improved the corporate governance structure of the company, defined the responsibilities and authorities in decision-making, implementation and supervision, and formed a scientific and effective division of responsibilities and check and balance mechanism to ensure the orderly management and standardized operation of the company.
The company has established 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, the rules of procedure of the special committee of the board of directors, the system of independent directors, the rules of procedure of the general manager and other rules and regulations, and defined the general meeting of shareholders, the board of directors, the board of supervisors The responsibilities and authorities, working conditions, rules of procedure and working procedures of the management ensure the separation and balance of decision-making, implementation and supervision, and ensure the sustainable and steady development of the company.
(2) Organization setting and distribution of rights and responsibilities
According to the strategic development plan and the needs of enterprise operation and management, the company establishes an organizational structure suitable for the business scale of the company. The company has set up the Secretary Office of the board of directors, general manager office, general affairs department, finance department, legal department, human resources department, product marketing department, internal audit department and other departments, and formulated corresponding post responsibilities. Each department has clear division of rights and responsibilities, clear responsibilities, mutual cooperation and mutual supervision, so as to ensure the effective implementation of various business activities of the company and lay a solid foundation for the long-term and healthy development of the company.
(3) Internal audit
The company sets up an internal audit department with full-time auditors. The internal audit department is directly responsible to the audit committee. Under the guidance of the audit committee, it audits and supervises the establishment and implementation of the company’s internal control system, the company’s operation, financial situation and special business, and independently exercises the authority of audit supervision. The company has formulated the internal audit system and internal control system to improve the internal self-restraint mechanism through internal audit supervision, safeguard the economic interests of the company and ensure the healthy and stable development of the company.
(4) Human resources
The company aims to cultivate core competitiveness, focuses on talent development and takes humanized management as the core to maximize the enthusiasm of employees. The company has revised and improved the human resources management system, recruitment management measures, attendance and leave management measures, employee relations management measures and training management measures in strict accordance with the labor law and other relevant laws and regulations The salary and welfare management measures, employee performance management measures and other systems cover the human resource management systems including employee recruitment, entry, resignation, training, salary and welfare and performance appraisal, standardize the human resource planning, post and staffing, and the demand for human resources, introduction and development, use and assessment, reward and punishment and withdrawal, and establish a good mechanism for selecting, employing, educating and retaining personnel, A set of human resource management system suitable for the actual situation of the company has been formed.
(5) Corporate culture
Corporate culture is the soul of business management and an important part of the core competitiveness of enterprises. It condenses people’s hearts internally and displays its image externally. The company actively creates a corporate culture atmosphere suitable for talent competition and development, and provides all employees with platforms and opportunities to give full play to their talents and realize value. The company regularly or irregularly carries out various forms of corporate culture activities, so that the employees of the company can further understand the culture precipitated by the company for a long time, strengthen the internal cohesion of the company, and truly integrate the corporate culture into the enterprise management and operation, So as to make the company become a modern enterprise with first-class talent team and high cohesion.
(6) Social responsibility
The company adheres to the concept of sustainable development and earnestly performs its social responsibility while realizing its own business and strategic development objectives. The company has been making unremitting efforts to prosper the local economy and promote the harmonious development of society, pursuing the coordination between its own development and social development, economic and social benefits, short-term interests and long-term interests, so as to realize the healthy and harmonious development of the company and employees, the company and society, the company and the environment.
2. Risk assessment
According to the current situation and development needs of the business, the company has established the overall strategic development objectives and development ideas, combed the existing business, continued to pay attention to the development direction of the main business, market risk, operation risk, legal risk, talent risk, etc., carried out risk identification, and took appropriate countermeasures to ensure the safety of the company’s operation and management and capital, so as to control the risk.
3. Control activities
On the basis of summarizing and analyzing the control measures and methods, the company further determined the key points of the main business processes. Combined with the actual situation of the company, a set of systematic and standardized business activity control system has been formed. The system conforms to the actual situation of the company, and has been modified and improved in time with the changes of the internal environment such as the company’s business objectives, business policies and business philosophy and the external environment such as national laws, regulations, policies and systems.
Important control activities of the company mainly include: fund activities, budget management, asset management, procurement management, contract management, sales management, information technology management, investment management, raised funds management, related party transaction management, external guarantee management, seal management, management of subsidiaries, etc.
(1) Internal control of fund management
In order to prevent and control fund risks, ensure fund safety and improve fund use efficiency, the company has formulated financial management system, post responsibility measures of finance department, travel expense reimbursement management measures, invoice management measures, monetary fund management measures, tax management measures and online banking business management measures Make clear provisions on the responsibilities and authorities, approval process, cash revenue and expenditure and inventory supervision, bill management and inventory, payment and expense reimbursement, tax management, etc. of accounting and other links. Ensure the separation of incompatible positions, make full use of various internal control means, realize the supervision and control of business approval and accounting system, and comprehensively improve the efficiency of fund management.
(2) Internal control of budget management
In order to improve the budget management level, prevent business risks and promote the realization of the company’s business objectives, the company requires all executive units to prepare budgets regularly, and the company will assess the preparation, approval, issuance, implementation and adjustment of budgets. The company carries out control in strict accordance with the budget, regularly prepares attached tables including profit comparison table, department management expense analysis table and budget comparison table, monitors the progress of budget implementation, analyzes the reasons and makes continuous improvement to ensure the realization of budget objectives.
(3) Internal control of asset management
In order to improve the use efficiency of assets and ensure the safety of assets, there are clear authorization and regulations for the purchase and accounting, depreciation accrual, maintenance, inventory and disposal of assets, which can reasonably ensure the authenticity and integrity of assets. Regular inventory of fixed assets has controlled the risk of reduction, inventory loss and damage of fixed assets, realized the management goal of maintaining and increasing the value of fixed assets, and effectively improved the use efficiency of assets.
(4) Internal control of procurement management
In order to standardize procurement behavior, reduce procurement costs and prevent procurement risks, the company has formulated the procurement management system, strictly implement the procurement business process in terms of supplier management, order management and procurement contract management, improve the management system related to procurement business, make overall arrangements for procurement plans, and clarify the responsibilities and approval authorities of application, approval, purchase, acceptance, payment, post Procurement Evaluation and other links, Handle the procurement business according to the specified approval authority and procedures, and regularly inspect and evaluate the weak links in the procurement process. Effective control measures have been taken to avoid the risk of a large number of warehouse inventory and occupying funds; Qualified suppliers are adopted to ensure the commodity quality to a certain extent and ensure that the material procurement meets the production and operation needs of the company.
(5) Internal control of contract management
The company has formulated the contract management system and legal affairs management measures, which have made clear provisions on the joint review, conclusion and performance, change and dissolution, filing management and seal management of the contract. The company has set up the seal process for contract approval in the nail office system to ensure that the risk is within the controllable range.
(6) Internal control of sales management
In order to promote the steady growth of sales, improve market share, standardize sales behavior, prevent sales risks, clarify the responsibilities and authorities of each link, handle sales business according to the specified authorities and procedures, regularly check and analyze the weak links in the sales process, regularly evaluate customers, take corresponding evaluation strategies according to different evaluation results, and take effective control measures to ensure the realization of sales objectives.
(7) Internal control of information technology management
In order to improve the enterprise management level, improve the company’s operation efficiency and promote the standardization of the company’s process, the company has formulated the management measures for the approval process of nailing office system and the management measures for information construction. The information system is in the charge of a specially assigned person to strengthen the operation and maintenance of the system. According to the needs of the company, it is continuously developed and maintained, and the authority is controlled through user application. Only after the approved process can it be officially put into use and backed up regularly Inspection and software update have standardized the responsibilities and authorities of all departments in the business operation process. All departments strictly follow the business process, supervise and control the implementation of the process, ensure the efficient operation of the company’s business, avoid operational risks, improve customer satisfaction and improve service level.
(8) Internal control of investment management
In order to standardize the behavior of foreign investment, prevent investment risks and improve the efficiency of foreign investment, the company has formulated the investment management system, which defines the division of responsibilities and scope of authority of foreign investment management; It defines the approval authority of the general meeting of shareholders and the board of directors on major investments, and makes specific provisions on the objects, decision-making authority and deliberation procedures of major investments. For investment projects, the company pays close attention to the changes of the invested objects through collective decision-making and scientific investment, evaluates the invested objects regularly, and standardizes the investment behavior of the company.
(9) Internal control of raised funds management
In order to standardize the management of raised funds and improve the use efficiency of raised funds, the company has formulated the management measures of raised funds, which clearly stipulates the management principles of raised funds, the tripartite supervision of raised funds, as well as the storage, approval, use, change and supervision of raised funds.
(10) Internal control of related party transactions
The company aims to standardize related party transactions and ensure related party transactions between the company and all related parties
