Guotai Junan Securities Co.Ltd(601211)
About Beijing Compass Technology Development Co.Ltd(300803)
Verification report of internal control self-evaluation report in 2021
Guotai Junan Securities Co.Ltd(601211) (hereinafter referred to as " Guotai Junan Securities Co.Ltd(601211) " or "recommendation institution") as a recommendation institution for the continuous supervision of Beijing Compass Technology Development Co.Ltd(300803) (hereinafter referred to as " Beijing Compass Technology Development Co.Ltd(300803) ", "listed company" or "company"), in accordance with the measures for the administration of securities issuance and listing recommendation business and the rules for the listing of stocks on the gem of Shenzhen Stock Exchange According to the requirements of relevant laws, regulations and normative documents such as the guidelines for self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on GEM (2022), the self-evaluation report on internal control issued by the board of directors of Listed Companies in 2021 has been verified. The details are as follows:
1、 Internal control evaluation
The board of directors is the highest decision-making body of the company's internal control evaluation, which is responsible for organizing, leading and supervising the internal control evaluation, listening to the internal control evaluation report, examining and approving the rectification opinions of internal control defects, and approving the external disclosure of the internal control self-evaluation report. The audit committee is responsible for reviewing the company's internal control, supervising the effective implementation of internal control and self-evaluation of internal control, and coordinating internal control audit and other related matters.
The board of directors of the company authorizes the audit department to be responsible for the specific organization and implementation of the internal control evaluation, evaluate the high-risk fields and units included in the evaluation scope, and prepare the self-evaluation report of the company's internal control.
(I) evaluation basis of internal control
This internal control evaluation 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, Evaluate the effectiveness of the design and operation of the company's internal control as of December 31, 2021.
(II) scope of internal control evaluation
The scope of internal control evaluation covers the main businesses of the company and its subsidiaries, focusing on the following high-risk areas: capital activities, sales business, human resources, research and development, equipment procurement, asset management, social responsibility, contract management and accounting information.
The units included in the evaluation scope include: Beijing Compass Technology Development Co.Ltd(300803) and its subsidiaries.
The operations and matters included in the scope of evaluation include:
1. Organizational structure
In accordance with the requirements of the company law of the people's Republic of China, the securities law of the people's Republic of China and relevant regulations and the provisions of the articles of association, the company has established a standardized corporate governance structure, defined the responsibilities and authorities, rules of procedure and working procedures of the board of directors, the board of supervisors and the management, and ensured the separation of decision-making, implementation and supervision to form checks and balances. A special committee on strategy, audit, nomination, remuneration and risk shall be established under the board of directors to support the scientific decision-making of the board of directors. The "three important and one major" matters of the company shall be subject to collective decision-making and approval in accordance with the specified authority and procedures.
In combination with the development strategy, business characteristics and internal control requirements, the company reasonably sets up internal institutions, defines responsibilities and authorities, coordinates and restricts each other.
2. Development strategy
The company has put forward annual strategic objectives in terms of industry development, market scale, sales revenue, product brand, R & D and development, talent introduction and training, and built a comprehensive Internet service platform to enhance the competitiveness of the company with listed companies in the same industry by improving management level, strengthening marketing, strengthening brand construction and accelerating product iteration, Promote the continuous growth of sales revenue and profit. The company will strive to be in the forefront of China's industry ranking.
In 2021, the company signed up to participate in the recruitment and selection of investors for bankruptcy reorganization of Wangxin Securities Co., Ltd. up to now, the selection work has not been completed, and there is still uncertainty whether the company can finally become a reorganization investor through selection. If the company is determined as the final reorganization investor, it can make full use of its financial related business experience matching with the securities company in the future, give full play to the business synergy and layout the diversified development of the company's business in the future. 3. Human resources
The company has established a human resource management system covering human resource demand plan, key positions and employee recruitment, salary and performance appraisal, business personnel induction training, employee labor relations management and other contents, so as to continuously improve the comprehensive ability and business level of the company's operation and management team, technical backbone team and business marketing team.
The company selects and hires excellent talents through open recruitment, competitive employment and other ways, focuses on the value orientation and sense of responsibility of the candidates, signs labor contracts with employees according to law, and establishes labor employment relations. At the same time, implement the linkage between assessment and salary management to ensure the coordination between salary and contribution.
In order to further establish and improve the company's long-term incentive and restraint mechanism, attract and retain excellent talents, fully mobilize the enthusiasm of the company's middle-level management team and core backbone, effectively combine the interests of shareholders, the company and the personal interests of the core team, and enable all parties to pay common attention to the long-term development of the company, on the premise of fully protecting the interests of shareholders, According to the principle of matching income with contribution, the company has formulated the incentive plan of restricted shares and stock options in 2021.
4. Social responsibility
Adhering to the business philosophy of "integrity-based", while continuously improving the accuracy and ease of use of Beijing Compass Technology Development Co.Ltd(300803) securities tool software, the company has made it clear that "users must read", "software service risk disclosure", "software user service agreement", "complaint and handling process" and other contents in the "customer service area" and "software marketing" sections of the company's official website, Fully remind the product risks, customer rights and the "six red lines" in the company's prohibited sales behavior, promise to "return goods without reason within 7 days", and make it clear that the behaviors of sales customer service personnel, such as recommending stocks, promising income, financing on behalf of customers, advertising sales in false ways, and contacting customers by non company agent telephone, are illegal sales.
The company's compliance center will not only spot check and monitor the telemarketing process of the sales customer service personnel, but also spot check the telemarketing recording of the sales customer service personnel, and make a telephone return visit to each customer who sells for the first time after confirming that he has purchased the company's software service, inform the customer of his rights, and ask the customer whether the sales customer service personnel have any illegal sales to the customer, Once found, after the investigation is implemented, immediately terminate the labor contract with the responsible sales customer service personnel and refund the customer.
5. Corporate culture
The company has continuously strengthened the construction of corporate culture, adhered to the service tenet of "win-win with customers" and the concept of product research and development, and successively launched many innovative research theories that have a far-reaching impact on China's securities research market, including dealer cost analysis theory, stock market game theory, monsoon theory, value speculation principle and win-win theory. And based on these theories, through strong R & D force, continuously improve the in-depth mining ability of high-end commercial big data. At the same time, after reliable connection with customer applications, investors will eventually form simple, easy-to-use, accurate and efficient analysis products.
The company actively advocates "gratitude for kindness, gratitude and gratitude", "not abandoning the team soul of each partner" and "the sense of responsibility that words must be done and actions must be results". By clarifying the code of employee business behavior, the company guides and standardizes the behavior of all employees, forms the centripetal force of the whole team and promotes the long-term development of the enterprise.
6. Financial activities
The company establishes the fund management system, determines the use demand and raising of funds in combination with comprehensive budget management, and strictly approves them. For major fund-raising schemes, collective decision-making shall be carried out in accordance with the prescribed authority and procedures.
The investment management of the company implements strict examination and approval procedures, and the selection of investment projects is based on the principle of highlighting the main business. Carry out feasibility study on the investment scheme, focusing on the evaluation of investment objectives, scale, mode, source of funds, risks and benefits. For major investment projects, collective decision-making shall be carried out in accordance with the prescribed authority and procedures. 7. Procurement business
The procurement management system of the company specifies that the procurement methods include public bidding procurement, bid invitation procurement and inquiry procurement. The qualified procurement business shall be purchased according to the specified procurement methods, and adhere to the principles of openness, fairness and transparency.
One of the company's main procurement businesses - market data procurement authorized by major exchanges. Due to the single source, single source procurement is implemented.
The purchase payment management of the company strictly controls the purchase, acceptance and payment process. After reviewing the purchase application, contract, relevant documents and vouchers, approval procedures and other relevant contents, the payment shall be handled in time according to the provisions of the contract. 8. Asset management
The company's asset management system and equipment management system standardize the management requirements of inventory acquisition, acceptance and warehousing, warehousing, receiving approval and issuance, inventory disposal and other links, and form the restriction and supervision of inventory management through the separation of incompatible posts.
The company's fixed assets related management records list the source, acceptance, place of use, responsible unit and person, operation, maintenance, depreciation, inventory and other related contents of each fixed asset.
The intangible assets management system strengthens the protection and application of the copyright of the company's computer software and promotes the rapid iteration and upgrading of the company's products.
9. Sales business
The company standardizes the sales management, determines the annual sales plan according to the market change trend, timely adjusts the sales strategy, flexibly uses various strategies and marketing methods such as sales discount and advertising, promotes the realization of sales objectives and continuously improves the market share.
The company has strict sales management. During the sales process, the company prompts product risks, customer rights, sales behaviors prohibited by the company and the promised "return without reason within 7 days" through multiple levels such as sales salesperson and return visit specialist of compliance center. Major sales businesses are participated by professionals such as accounting and law to prevent sales risks. The company's after-sales service management, strengthen customer service and tracking, and improve customer satisfaction and loyalty.
The company strictly assesses the sales performance and sales collection, and implements rewards and punishments.
10. Research and development
The company attaches importance to R & D work and has established a R & D management system composed of R & D project management system and key business management processes such as R & D project initiation, outsourcing R & D project achievement acceptance, project design and project implementation plan formulation. According to the development strategy and in combination with the requirements of market development and technological progress, scientifically formulate R & D plans, strengthen the whole process management of R & D, standardize R & D behavior, promote the transformation and effective utilization of R & D achievements, and continuously improve the independent innovation ability of enterprises.
11. Financial Report
The company strictly implements the accounting law of the people's Republic of China, accounting standards for business enterprises and other laws and regulations as well as the national unified accounting standard system, strictly manages the whole process of financial report preparation, external provision, analysis and utilization, defines relevant work processes and requirements, implements responsibilities, and ensures the legal compliance, authenticity, integrity and effective utilization of financial reports.
12. Comprehensive budget
The company has established a comprehensive budget management system. By standardizing the organizational system of budget management, budget preparation and approval, supplementary budget, budget implementation, adjustment and revision, budget assessment and other management contents, the company has made it clear that the preparation of the budget should be carried out by combining the upper and lower levels and by levels according to the development strategy and annual business plan, comprehensively considering the expected economic situation and other factors The procedure of level by level summary; Strictly decompose and implement budget indicators; Strictly enforce the approval process and authority of supplementary budget; Strictly monitor the budget implementation process, timely report and feed back the budget implementation progress, implementation differences and their impact on the budget objectives to the decision-making body and each budget implementation department, so as to promote the realization of the company's comprehensive budget objectives; The performance evaluation report shall be formed according to the completion of budget indicators of each department, which shall be linked to the salary evaluation of key management personnel.
13. Contract management
The company defines the personnel administration department as the centralized contract management department, and defines the procedures and requirements for contract formulation, approval, implementation and other links. For contracts with significant impact or complex legal relationship, relevant departments shall jointly review and countersign the contract, and take corresponding control measures to promote the effective performance of the contract and effectively safeguard the legitimate rights and interests of the enterprise. 14. Internal information transmission
The authorized use management of the company's information system has established the company's internal information transmission mechanism, and stipulated the authority setting, confidentiality classification, authority distribution and responsibilities of each management level of internal information transmission, so as to promote the effective utilization of internal information and give full play to the role of internal information.
Foreign companies have formulated the information disclosure system, which has made detailed provisions on the relevant content requirements of information disclosure, and disclosed information to investors in accordance with the requirements of the company law and the securities law.
15. Information system
The company attaches great importance to the role of information system in internal control. According to the requirements of internal control, combined with organizational structure, business scope, geographical distribution, technical ability and other factors, the company has constructed the information system management system, information system planning, preparation and approval of information system project construction scheme Information system management system composed of key business management processes such as information system project implementation. Implement the construction of information system, increase investment, orderly organize the development, operation and maintenance of information system, optimize management process, prevent business risks, and comprehensively improve the modern management level of enterprises by establishing information systems such as new person growth system, Beijing Compass Technology Development Co.Ltd(300803) neural network information system and UFIDA financial software system. (III) procedures and methods of internal control evaluation
The evaluation of the company's internal control shall be carried out in strict accordance with the basic norms, evaluation guidelines and the procedures specified in the company's internal control evaluation manual. The basic process of internal control inspection and evaluation mainly includes: formulating evaluation work plan, forming evaluation working group, implementing on-site test, identifying control defects, summarizing evaluation results, compiling evaluation report and internal control defects.
In the process of evaluation, appropriate methods such as individual interview, survey questions, special discussion, walk through test, on-site inspection, sampling and comparative analysis were adopted to widely collect evidence on the effectiveness of the company's internal control design and operation, and analyze and identify internal control defects. The evaluation method adopted in the company's internal evaluation is appropriate, and the evaluation evidence obtained is sufficient.
(IV) identification standard of internal control defects
Beijing Compass Technology Development Co.Ltd(300803) the board of directors studied and determined the specific identification standards of internal control defects applicable to the company according to the identification requirements of major defects, important defects and general defects in the basic norms and evaluation guidelines, combined with the company's scale, industry characteristics, risk level and other factors.
1. Identification of internal control defects
(1) Major defect: refers to the existence of one or more control defects, which may cause the enterprise to seriously deviate from the control objectives. Specific to the internal control of financial reporting, it refers to the combination of one or more control defects existing in the internal control that may lead to the failure to prevent or detect and correct the material misstatement of financial statements in time.
(2) Important defect: it refers to the existence 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. Specifically, the problems existing in internal control, which are not as serious as major defects, but enough to attract the attention of enterprise financial report supervisors
