Orient Securities Company Limited(600958) underwriting and recommendation Co., Ltd. about
Hichain Logistics Co.Ltd(300873) 2021
Verification opinions of internal control self-evaluation report
Orient Securities Company Limited(600958) underwriting and recommendation Co., Ltd. (hereinafter referred to as “Oriental Investment Bank” or “recommendation institution”) as a recommendation institution for initial public offering and listing of Hichain Logistics Co.Ltd(300873) (hereinafter referred to as ” Hichain Logistics Co.Ltd(300873) ” or “company”) in 2020, according to the measures for the administration of securities issuance and listing recommendation business The self-evaluation report of the company’s internal control in 2021 has been verified in accordance with the relevant provisions of the Listing Rules of Shenzhen Stock Exchange on the gem (revised in December 2020) and the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange (revised in 2020). The specific conditions are as follows:
1、 Internal control evaluation conclusion
According to the identification standard of the company’s internal control defects in financial reporting, there are no major defects and important defects in the internal control of 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 standard of internal control defects in non-financial reports of the company, on the benchmark date of the internal control evaluation report, the company found no major defects and important defects in internal control in non-financial reports.
There are no factors affecting the evaluation conclusion of the effectiveness of internal control between the benchmark date of the company’s internal control evaluation report and the date of issuance of the internal control evaluation report.
2、 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. The main units included in the evaluation scope are the company and its main subsidiaries, including all business divisions and functional departments. The total assets of the units included in the evaluation scope account for 100% of the total assets in the company’s consolidated financial statements, and the total operating revenue accounts for 100% of the total operating revenue in the company’s consolidated financial statements. The main businesses and matters included in the evaluation scope include: organizational structure, human resources, procurement and supply management, sales management, quality management, foreign investment management, contract management, information disclosure, financial management, comprehensive budget management, information system management, internal audit, subsidiary company management, etc; The high-risk areas to be focused on include: investment risk, policy risk, market competition risk, price change risk, marketing risk, financial risk, legal 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.
1. Organizational structure
In accordance with the requirements of the company law, the securities law, the guidelines for the articles of association of listed companies and relevant regulations of the CSRC, the company has established and improved the corporate governance structure and rules of procedure, 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. The “three meetings” discussion system of the general meeting of shareholders, the board of directors and the board of supervisors has been established, and the corporate governance structure of the company is sound, which meets the requirements of the standards for the governance of listed companies.
(1) General meeting of shareholders
According to the requirements of the articles of association, the powers and obligations of the general meeting of shareholders of the company comply with the provisions of the company law, which can ensure that all shareholders, especially small and medium-sized shareholders, enjoy equal status and that all shareholders can fully exercise their rights.
(2) Board of directors
The board of directors is the company’s decision-making body, responsible for the establishment and supervision of the company’s internal control system, establishing and improving internal control policies and programs, and supervising the implementation of internal control. The office of the board of directors is set up under the board of directors to handle the daily affairs of the board of directors. The general meeting of shareholders of the company authorizes the board of directors to be fully responsible for the operation and management of the company, which is the business decision-making center of the company.
(3) Board of supervisors
The board of supervisors is the supervisory body of the company, which supervises and inspects the behavior of the board of directors, its members and senior executives and the financial status of each subsidiary. The board of supervisors is authorized by the general meeting of shareholders and is responsible for protecting the rights and interests of shareholders, the interests of the company and the legitimate rights and interests of employees from infringement. The board of supervisors shall be responsible for and report to the general meeting of shareholders.
(4) Subsidiaries of the board of directors
In order to further improve the corporate governance structure, four special committees are established under the board of directors: strategy and Development Committee, nomination committee, salary and assessment committee and audit committee. The strategy and Development Committee is mainly responsible for studying and making suggestions on the company’s long-term development strategy and major investment decisions. The nomination committee is mainly responsible for reviewing the qualifications of the directors and senior managers nominated by the nominees with the right to nominate as stipulated in the articles of association, reporting to the board of directors and being responsible to the board of directors. The remuneration and assessment committee is mainly responsible for formulating and assessing the assessment standards of the company’s directors and senior executives; Be responsible for formulating and reviewing the remuneration policies and plans of the company’s directors and senior executives, and be responsible to the board of directors. The audit committee is mainly responsible for the communication, supervision and verification of internal and external audit of the company.
2. Human resources
The company has established a perfect human resources system and formulated the compilation of human resources management systems, including a series of management systems such as organizational structure, talent recruitment, labor relations management, training management, salary management, performance management and attendance management, so as to provide a sound system guarantee for the company to establish a high-quality personnel team. The company implements the full staff labor contract system, concludes labor contracts with all employees of the company, and provides employees with various labor and social security measures according to law, so as to ensure the legitimate rights and interests of all employees of the company.
3. Corporate culture
Adhering to the concept of “science and technology leading and industrial logistics”, the company has built the “three commanding heights” of productive industrial logistics, talent and technological innovation and information system. It adheres to the responsibility of customer satisfaction and the goal of employee happiness, holds high the banner of high-tech industry development, and is committed to building a mobile cloud video supply chain service platform, Become the world’s leading provider of supply chain solutions and contribute to smart manufacturing power.
4. Financial activities
In terms of fund management activities, the company has established a complete fund management system, including budget management measures, monetary fund management system, accounts receivable management measures, collection and payment management system, raised fund management system and other special systems to standardize the management of monetary fund revenue and expenditure, fund budget, accounts receivable Handle the use of raised funds and other businesses to ensure the safety and efficiency of the company’s capital activities.
5. Internal control of main business activities
1) Internal control of financing activities
The financial management center of the company has established the post responsibility system for fund-raising business, defined the responsibilities and authorities of relevant departments, and ensured the separation, restriction and supervision of incompatible Posts handling fund-raising business; Standardizing the approval methods and procedures of fund-raising authorization, and stipulating the authority and responsibility of the approver, as well as the scope of responsibility and work requirements of the handler; Appoint special personnel to calculate the principal and interest of bank loans to ensure the internal control of the repayment link of financing business; A fund account has been established to record in detail the raising, utilization, principal and interest repayment, loan contract guarantee and mortgage and pledge of various loan funds, and the financing process has been effectively controlled.
2) Contract agreement internal control
The company manages the contract agreement in accordance with the contract management measures, and defines the responsibilities and authorities of relevant departments and posts; The company shall set up legal personnel and employ legal advisers, and each department shall set up contract administrators to ensure the compliance of the procedures, forms and contents of the contract agreement; The performance, change or termination of the contract agreement is basically effectively monitored; The risk of breach of contract and agreement has been identified and effectively handled; The contract agreement approval system has been basically implemented.
3) Internal control of sales and collection
The company has formulated measures for the management of accounts receivable, measures for the assessment and management of business division, measures for the management of business entertainment expenses and measures for the management of turnover budget and final accounts, which can clearly standardize the division of responsibilities, scope of authority and approval procedures related to sales; Sales policy and credit management are reasonable; Check accounts receivable regularly and collect them in time; The recognition, measurement and reporting of sales comply with the provisions of the national unified accounting standards system.
4) Internal control of purchase and payment
The company has formulated the company’s procurement management system, with clear division of responsibilities, scope of authority and approval procedures for procurement business, and reasonable organization setting and staffing; The recognition, measurement and reporting of procurement shall comply with the provisions of the national unified accounting standards system.
5) Internal control of fixed assets
The company has formulated the fixed assets management system, and the key aspects or key links of fixed assets control have been effectively controlled. The basis for purchase and disposal is appropriate and the approval process is standardized; The responsible departments for use, maintenance and management were implemented, which did not cause asset losses to the company; The recognition, measurement and reporting comply with the provisions of the national unified accounting standards system.
6) Internal cost control
The company’s full-time personnel of the financial management center calculate the cost and formulate the cost and expense management measures. The personnel handling the cost and expense accounting have received relevant professional education and have necessary professional knowledge. Give full play to the role of comprehensive budget management and strengthen the expenditure control over the cost items that are not included in the budget and have been included in the budget but exceed the expenditure standard.
6. Internal control of related party transactions
In the articles of association, the rules of procedure of the general meeting of shareholders, the rules of procedure of the board of directors, the control and decision-making system of related party transactions and the system to prevent major shareholders and related parties from occupying the company’s funds, the company has made provisions on the approval authority of related parties, and abides by the principles of good faith, fairness, openness and impartiality without damaging the legitimate rights and interests of the company and non related shareholders. Standardize the working processes such as management transaction decision-making authority, review procedures, avoidance of voting requirements and information disclosure of related party transactions, so as to protect the interests of the company and shareholders.
7. Internal control of external guarantee
In the articles of association, the rules of procedure of the general meeting of shareholders, the rules of procedure of the board of directors and the decision-making system of external guarantee, the company has defined the approval authority and review procedures of external guarantee, and formulated clear provisions on accountability for violations of the approval authority and review procedures.
8. Internal control over holding subsidiaries
In addition to the internal control system of the holding subsidiary, the company has specially established the subsidiary management system for the holding subsidiary to strengthen the control and management of the holding subsidiary. Through the selection of directors, shareholders’ representatives, supervisors and senior managers, they can participate in the financial management, business decision-making management and information management of subsidiaries. Ensure the legal and standardized operation of the holding subsidiaries.
9. Financial Report
The financial department of the company is directly responsible for preparing the company’s financial report, completing the work in accordance with the national accounting laws and regulations and the relevant accounting systems and accounting policies of the company, so as to ensure the authenticity, accuracy and integrity of the company’s financial report. (II) basis of internal control evaluation and identification standard of internal control defects
The board of directors of the company studied and determined the specific identification standards of internal control defects applicable to the company in accordance with the identification requirements of major defects, important defects and general defects in the basic norms of enterprise internal control and the guidelines for the evaluation of enterprise internal control and other laws, regulations and normative documents, and in combination with the factors such as the company’s scale, industry characteristics, risk preference and risk acceptance.
1. Evaluation criteria for defects in internal control over financial reporting
(1) Quantitative standard
When identifying defects at the company level, quantitative judgment shall be made based on the company’s pre tax profit. The importance level is 3% of the company’s pre tax profit. The specific quantitative indicators of defects are as follows:
Major defects: misstatement ≥ 3% of pre tax profit;
Important defects: 0.3% of pre tax profit ≤ misstatement 3% of pre tax profit;
General defect: misstatement 0.3% of pre tax profit.
(2) Qualitative criteria
The following circumstances are identified as major defects in the internal control of financial reporting, and other circumstances are identified as major defects and general defects according to the degree of impact:
① Fraud of directors, supervisors and senior managers;
② Correction of major errors in the reported financial report;
③ There are significant errors in the current financial report, which are not found during the operation of internal control;
④ The internal audit department and the financial supervision committee of the company are ineffective.
2. If the standards for internal control defects in non-financial reports are under the following circumstances, they shall be recognized as major defects in internal control in financial reports, and other circumstances shall be identified as major defects and general defects according to the degree of impact:
① The company’s business activities violate national laws and regulations;
② Internal control evaluation results, especially major or important defects, have not been rectified;
③ Serious loss of senior managers and core technicians;
④ The media frequently exposed major negative news, which seriously damaged the reputation.
(III) identification and rectification of internal control defects
1. Identification and rectification of internal control defects in financial reporting
According to the above recognition standards of internal control authority over financial reports, the company has no major defects and important defects in internal control over financial reports during the reporting period.
2. Identification and rectification of internal control defects in non-financial reports
According to the above identification standards of internal control defects in non-financial reports, the company has no major defects and important defects in internal control of non-financial reports during the reporting period.
3、 Internal control evaluation conclusion
According to the identification of major defects in the company’s internal control over financial reporting, no major defects in the internal control over financial reporting were found 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.
4、 Description of other major matters related to internal control
During the reporting period, the company had no other major events affecting the effectiveness of internal control.
5、 Verification procedures and opinions of the recommendation institution
The recommendation institution consulted the minutes of the general meeting of shareholders, the board of directors, the board of supervisors and other meetings of the company, the 2021 internal control evaluation report and relevant business and management rules and regulations; The integrity, rationality and effectiveness of the company’s internal control system are verified from the company’s internal control environment, the construction and implementation of the internal control system, etc.
After verification, the sponsor believes that Hichain Logistics Co.Ltd(300873) has established corresponding internal control systems and systems, which comply with the relevant provisions of the basic norms of enterprise internal control and its supporting guidelines; The company has maintained effective internal control related to business operation and management in major aspects; The self-evaluation report on internal control in 2021 issued by the board of directors of the company reflects the construction and operation of its internal control system.
(there is no text on this page, which is the self-assessment of Orient Securities Company Limited(600958) underwriting recommendation Co., Ltd. on internal control of Hichain Logistics Co.Ltd(300873) 2021
