Sansheng Intellectual Education Technology Co.Ltd(300282) : self evaluation report on internal control in 2021

Sansheng Intellectual Education Technology Co.Ltd(300282)

Self evaluation report on internal control in 2021

Sansheng Intellectual Education Technology Co.Ltd(300282) all shareholders:

According to the requirements of the basic norms of enterprise internal control, the guidelines for the application of enterprise internal control, the guidelines for the evaluation of enterprise internal control and the guidelines for the audit of enterprise internal control, the company has continuously strengthened the construction of internal control system, continuously improved the corporate governance structure, and improved the internal execution and supervision ability of standardized operation, risk assessment, operation and management, information and communication, Make the corporate governance ability continuously improve and adapt to the needs of future development.

We conduct self-evaluation on the internal control of the company in 2021.

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. Establish and implement the internal control of the board of supervisors. 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 major defects in the internal control over financial reporting on the benchmark date of the internal control evaluation report.

According to the identification of major defects in the company’s internal control over non-financial reports, the company found major defects in the 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

The scope of internal control evaluation covers the main businesses and matters of the company and its affiliated units. The units included in the scope of this evaluation are Sansheng Intellectual Education Technology Co.Ltd(300282) and wholly-owned and holding subsidiaries. The businesses and matters included in the evaluation scope mainly include: corporate governance, organizational structure, internal audit, human resource management, management of raised funds, procurement and payment management, sales and collection management, capital activities, product R & D management, financial report, foreign investment, foreign guarantee, comprehensive budget, information disclosure, etc.

The main operations and matters included in the scope of evaluation include:

1. Corporate governance

In accordance with the company law, the basic norms of enterprise internal control, the guidelines on internal control of listed companies of Shenzhen Stock Exchange and other relevant laws and regulations, the company has established the corporate governance structure of the general meeting of shareholders, the board of directors and the board of supervisors, formulated rules of procedure, clarified the responsibilities and authorities in decision-making, implementation and supervision, and formed a division of responsibilities and check and balance mechanism to ensure the standardized operation of the company.

(1) General meeting of shareholders

The company has formulated the rules of procedure for the general meeting of shareholders, which is the highest authority of the company. According to the terms of reference stipulated in the company law, the articles of association and the rules of procedure for the general meeting of shareholders, the general meeting of shareholders of the company deliberates and makes decisions on the company’s business policy, investment plan, major transactions, capital changes, appointment and removal of directors, supervisors and other major matters.

(2) Board of directors

The company has formulated the rules of procedure of the board of directors. The board of directors is a permanent body of the company, which is responsible for the general meeting of shareholders, implementing the resolutions of the general meeting of shareholders, exercising the business decisions of the enterprise according to law, and responsible for the establishment, improvement and implementation of internal control. The board of Directors consists of three committees: audit, nomination, remuneration and assessment. The audit committee is responsible for reviewing the enterprise’s internal control, supervising the effective implementation of internal control and the self-evaluation of internal control.

(3) Board of supervisors

The company has formulated the rules of procedure of the board of supervisors. The board of supervisors is the supervisory body of the company, which comprehensively supervises the performance of the board of directors, directors and senior managers and the establishment and implementation of the company’s internal control system. (4) Management

The management takes charge of the production and operation management of the enterprise. Be responsible for organizing and leading the daily operation of the internal control of the enterprise, and managing the daily affairs of the company by commanding, coordinating, managing and supervising the functional departments and subsidiaries to exercise the operation and management power, so as to ensure the normal operation of the company.

2. Organizational structure

The company has set up financial department, internal audit department, administration department, human resources department and other functional departments, and formulated corresponding post responsibilities. Each functional department shall have a clear division of labor, take their own responsibilities, cooperate with each other, contain each other and supervise each other, so as to form a complete and sound organizational system.

The company performs necessary supervision on the operation, capital, personnel, finance and other major aspects of the holding or wholly-owned subsidiary through relevant institutional arrangements in accordance with the provisions of laws and regulations and the articles of association.

3. Internal audit

The audit department is directly responsible to the board of directors. Under the guidance of the audit committee, the audit department independently exercises audit functions and powers without interference from other departments and individuals. The company has established the internal audit system, which makes specific provisions on the scope of internal audit, the responsibilities of internal auditors, internal audit procedures and reporting system. The audit department is equipped with full-time auditors to conduct internal audit and supervision on the company’s financial revenue and expenditure and economic activities regularly or irregularly according to the company’s relevant internal control system.

4. Human resource management

Focusing on how to tap people’s enthusiasm and creativity, the company sets up a competition mechanism according to the principle of “openness, fairness and fairness”. According to the characteristics of the industry, a systematic human resource management system is formulated, which provides detailed provisions on personnel employment, employee training, salary, welfare guarantee, performance appraisal, etc.

5. Management of raised funds

The company has formulated the management and use system of raised funds, which clearly stipulates the storage, use and approval procedures, purpose adjustment and change, management and supervision of the special account of raised funds, so as to ensure the special use of raised funds.

6. Procurement and payment management

The company has formulated procurement management regulations, supplier management system and other procurement and payment management systems. Clarify the responsibilities and authorities of relevant posts to ensure the separation, restriction and supervision of incompatible posts; All relevant departments control each other and perform their duties within the scope of authorization. The same department or individual shall not handle the whole process of procurement and payment business. It ensures strict approval and Hierarchical Authorization of purchase and payment business.

7. Sales and collection management

The company has formulated the sales management system, customer credit management system, sales contract management system, accounts receivable management system, etc., defined the audit procedures for business undertaking, pricing, collection and other sales links, and clarified the responsibilities and authorities of relevant posts to ensure the separation, restriction and supervision of incompatible posts.

The company has formulated reasonable sales policies, established a sales revenue recognition system, made clear provisions on sales and collection, and implemented separate management on product sales and payment collection.

8. Fund management

According to its own development strategy, the company formulates and timely revises the financial management system, the management and use system of raised funds, the management system of foreign investment and other systems, further refines and standardizes the company’s capital expenditure management, as well as the responsibility, authority and approval process of all links in capital management, strengthens the centralized management of capital activities, and defines the separation requirements of responsibility and authority of all links such as financing, investment and operation, Regularly or irregularly inspect and evaluate the fund activities, and implement the accountability system to ensure the safe and effective operation of funds. 9. Product R & D management

The company has set up a R & D center and formulated relevant management systems for R & D. the company has formulated relevant systems and management measures from the aspects of R & D project initiation, research report, achievement acceptance, patent application and confidentiality, so as to avoid the risk of R & D activities.

10. Financial Report

In accordance with the requirements of the company law on financial accounting and the provisions of the accounting law, accounting standards for business enterprises and other laws and regulations, the company has established a standardized and complete financial management control system and relevant operating procedures to effectively control all links such as procurement, production, sales and financial management, so as to ensure the accuracy, reliability and safety of accounting vouchers, accounting and records and their data, To ensure the legal compliance, authenticity, integrity and effective utilization of financial reports.

11. Foreign investment

The company has formulated the foreign investment management system, which clearly stipulates the pre investment due diligence, investment management organization, decision-making authority, approval procedures, etc., stipulates that when making major investment decisions, it is necessary to hire technical, economic, legal and other relevant institutions and experts for consultation, and stipulates the investment approval authority of the board of directors and the general meeting of shareholders.

12. External guarantee

The company has formulated the external guarantee management system, which specifies in detail the approval authority and procedures, information disclosure and management control of the company’s external guarantee, and clearly stipulates that the company’s external guarantee is subject to unified management. No one has the right to sign contracts, agreements or other similar legal documents for external guarantee in the name of the company without the approval of the board of directors or the general meeting of shareholders.

13. Comprehensive budget

The company has strengthened the establishment of a comprehensive budget management system, defined the approval, decomposition, implementation and assessment of various budget indicators, ensured that the budget preparation basis is reasonable and the method is appropriate, and achieved various annual budget objectives through the implementation of budget control.

14. Information disclosure

The company has formulated the information disclosure management system and the insider information management system to specify the scope of information disclosure, information confidentiality and other matters. To ensure that the information disclosed is true, accurate and complete without false records, misleading statements and major omissions.

The high-risk areas of focus mainly include: foreign investment risk, market competition risk, cash flow risk, major decision-making legal risk, foreign guarantee risk, etc.

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

This evaluation report is based on the requirements of the basic norms of enterprise internal control (hereinafter referred to as the “basic norms”) and the guidelines for the evaluation of enterprise internal control (hereinafter referred to as the “evaluation guidelines”) jointly issued by the Ministry of Finance and other five ministries and commissions of the people’s Republic of China, combined with the enterprise internal control system and evaluation methods, and on the basis of daily and special supervision of internal control, Evaluate the effectiveness of the design and operation of the company’s internal control on December 31, 2021.

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 company’s scale, industry characteristics, risk preference, risk tolerance and other factors, the board of directors of the company distinguished the internal control of financial reports from the internal control of non-financial reports, and studied and determined the specific identification standards of internal control defects applicable to the company. The identification standards of internal control defects determined by the company are as follows:

Identification standard of internal control defects in financial reporting

(I) quantitative criteria for evaluation of internal control defects in financial reporting:

Quantitative criteria of importance items

Major defect misstatement ≥ 10% of total profit

5% of total profit of major defects ≤ misstatement 10% of total profit

General defect misstatement 5% of total profit

(II) qualitative criteria for evaluation of internal control defects in financial reporting:

1. Major defect: refers to the combination of one or more control defects, which may cause the enterprise to seriously deviate from the control objectives. The following features are identified as major defects:

(1) Fraud by directors, supervisors and senior managers;

(2) Make misstatement correction for major errors in the announced financial report (except for retroactive adjustment of previous years due to changes in policies or other objective factors);

(3) There is a material misstatement in the current financial report, but the internal control fails to find the misstatement in the operation process;

(4) The supervision of the audit committee and the internal audit department on the internal control of financial reporting is invalid.

2. 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. The following characteristics are identified as important defects:

(1) Failure to select and apply accounting policies in accordance with GAAP;

(2) Failure to establish anti fraud procedures and control measures;

(3) No corresponding control mechanism has been established or implemented for the accounting treatment of unconventional or special transactions, and there is no corresponding compensatory control;

(4) There are one or more defects in the control of the financial reporting process at the end of the period, and it can not reasonably ensure that the prepared financial statements achieve the goal of authenticity and accuracy.

3. General defects: refer to other control defects except major defects and important defects.

Identification standard of internal control defects in non-financial reporting

(I) the quantitative criteria for the evaluation of internal control defects in non-financial reports determined by the company are as follows: refer to the quantitative identification criteria for the evaluation of internal control defects in financial reports.

(II) qualitative criteria for evaluation of internal control defects in non-financial reports:

1. Defects with the following characteristics are recognized as major defects:

(1) The company’s decision-making procedures lead to significant losses;

(2) Serious violation of laws and regulations;

(3) Serious loss of middle and senior managers and senior technicians of the company;

(4) The negative influence of the news media has not been eliminated frequently;

(5) The company’s important business lacks institutional control or the institutional system fails. Although the important economic business has internal control system, but