Citic Securities Company Limited(600030) about By-Health Co.Ltd(300146)
Verification opinions on self-evaluation report of internal control in 2021
Citic Securities Company Limited(600030) (hereinafter referred to as " Citic Securities Company Limited(600030) " and "sponsor") as the sponsor of By-Health Co.Ltd(300146) (hereinafter referred to as " By-Health Co.Ltd(300146) " and "company") issuing shares to specific objects in 2020, According to the measures for the administration of securities issuance and listing recommendation business, the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies, the guidelines for the recommendation of listed companies of Shenzhen Stock Exchange and the Listing Rules of GEM stocks of Shenzhen Stock Exchange The self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of GEM listed companies and other relevant provisions have verified the By-Health Co.Ltd(300146) 2021 annual internal control self-evaluation report (hereinafter referred to as the "internal control evaluation report"), and the verification opinions on the internal control evaluation report are as follows:
1、 Verification of recommendation institutions
Citic Securities Company Limited(600030) recommendation representatives shall consult the company's internal control system related to financial reports and information disclosure, spot check the internal control process record documents, communicate with the company's internal auditors and senior managers, and combine the daily continuous supervision work, based on the reasonable evaluation of the integrity, rationality and effectiveness of the company's internal control, Checked the internal control evaluation report issued by the board of directors of the company.
2、 Basic structure of internal control of the company
(I) internal environment
1. Organizational structure
In accordance with the requirements of the company law, the securities law and the laws and regulations of the CSRC on listed companies, the company has continuously improved and standardized the corporate governance structure and rules of procedure, ensured the standardized operation of the general meeting of shareholders, the board of directors, the board of supervisors and other institutions, and formed a scientific and effective division of responsibilities and check and balance mechanism. The general meeting of shareholders, the board of directors and the board of supervisors exercise decision-making power, executive power and supervision power respectively according to their duties.
(1) In accordance with the company law and other relevant laws and regulations and the articles of association, the company has prepared 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 working system of independent directors and the working rules of the general manager, and revised them in due time.
(2) The board of directors has an audit committee and a nomination, remuneration and assessment committee, and establishes corresponding work implementation rules.
(3) The company sets up a board of supervisors to supervise the performance of the board of directors and the management, including reviewing the company's periodic reports prepared by the board of directors and putting forward written review opinions; Check the company's finance; Supervise the acts of directors and senior managers in performing their duties of the company, and put forward suggestions on the removal of directors and senior managers who violate laws, administrative regulations, the articles of association or the resolutions of the general meeting of shareholders; When the acts of directors and senior managers harm the interests of the company, they shall be required to correct them and report to the general meeting of shareholders or relevant competent authorities of the state when necessary.
The company has formulated the decentralization manual, which divides the responsibilities and authorities of the company's headquarters, functional departments, subsidiaries and production plants, including operation management, production management, technology R & D management, information management, financial management, investment management, human resources management, securities affairs management, legal affairs management, public affairs management Audit management, etc.
(4) Through regular or irregular general manager office meetings, the company formulates the company's overall development strategic plan, annual business plan and investment plan, financial budget and final settlement plan, profit distribution plan, internal management organization setting plan, basic management system, employment, salary, assessment, reward and punishment and dismissal of the company's employees, and formulates the company's specific regulations, Review proposals or work reports and other important matters submitted to the board of directors, professional committees under the board of directors and the board of supervisors.
2. Human resources
Strengthen the construction and management of human resources, accelerate the construction of internal talent echelon and talent reserve, put the training of project leaders and department successors in the first place, and take effective measures to further activate the organization to provide strong support for the sustainable development of the company.
3. Social responsibility
By-Health Co.Ltd(300146) has always adhered to the responsibility concept of "integrity is more important than intelligence". On July 31, 2018, chairman Liang Yunchao summarized the basic concepts of the company's quality control over the years and put forward eight quality control concepts, which are regarded as the ballast for the survival and development of the enterprise. The core values of the enterprise are "honesty is more important than intelligence", "innovation for change, response with speed" and "respect everyone and enjoy every day", adhere to the public welfare concept of "the more you think you have, the more you have for yourself", and actively give back to the society By-Health Co.Ltd(300146) respect stakeholders and actively fulfill due social responsibilities in corporate governance, value creation, product quality, customer service, energy conservation and environmental protection, employee care, public welfare and charity and community participation through operation and service.
4. Corporate culture
The company has established the enterprise core values with "integrity, innovation and respect" as the core. The company implements the publicity and implementation of the enterprise core values in its daily work, and publicizes the enterprise core values to the majority of employees through various publicity channels. By instilling enterprise spirit and integrating the construction of enterprise culture into daily business activities, we can enhance the confidence and sense of responsibility of employees, enhance the cohesion and centripetal force of the company, establish the overall image of the company, and ensure the health and stability of the company's operation.
5. Information system
The management of the company has basically realized computerization and networking, and the Information Technology Department of the company is responsible for the information system management of the whole company. The clear system settings reflect the company's effective control over the separation of responsibilities and information security. At the same time, the company has established a relatively comprehensive daily operation and maintenance mechanism of the information system to reasonably ensure the continuous and normal operation of the information system and provide strong support for the smooth development of production and operation activities. (II) risk assessment
In order to promote the sustainable, healthy and stable development of the company and reasonably ensure the smooth realization of business objectives, the company has carried out the collection and identification of risk factors from the five aspects of strategy, operation, market, compliance and finance according to the established development strategy and combined with the actual development needs, and formulated necessary risk response strategies for risks to ensure the prevention and effective control of risks.
(III) control activities
1. Control activities and measures of the company
(1) Responsibility separation control
When formulating the responsibilities of each post, the company fully considers the separation of responsibilities, that is, the control requirements of incompatible job separation, and implements corresponding separation measures when formulating specific business processes and post responsibilities.
(2) Authorization approval control
According to the specific business process and actual needs, the company divides the approval authority and responsibility of each business to be approved, and defines the authority scope, approval procedures and responsibilities of each post in the handling of specific business. (3) Accounting system control
The company has established a standardized accounting work order in strict accordance with the national accounting standards and accounting system, continuously strengthened the quality and level of accounting work in practical work, and improved the accounting work process.
(4) Property protection control
The company has established the working order of property use management and regular inventory, and defined the specific work flow and division of rights and responsibilities through the system to ensure the physical safety of the company's property.
2. Implementation of the company's control activities
The above internal control measures run through the whole daily business activities of the company and are implemented in specific business processes, which are specifically reflected in:
(1) Financial activities
The company carries out effective control and management norms around investment, financing, raised fund management and other daily fund management, so as to reduce the losses caused to the company due to investment errors, debt risks and chaotic daily fund management.
(2) Procurement business
Combined with the actual situation, the company comprehensively combs the procurement business process, improves the relevant management system of procurement business, defines the responsibilities and approval authorities of material demand, supplier screening and approval, contract signing, procurement plan formulation, purchase order approval, purchase, payment, post Procurement Evaluation and other links, and handles procurement business in accordance with the specified approval authorities and procedures. Regularly check and evaluate the weak links in the procurement process, and take effective control measures to ensure that the material procurement meets the production and operation needs of the company.
(3) Asset management
The company conducts scientific and effective management around fixed assets, current assets and intangible assets. It has formulated clear management requirements and normative constraints on the acquisition, daily physical management, asset disposal and the definition, valuation, amortization, inventory and impairment evaluation of various assets.
(4) Sales business
According to the characteristics of the company's sales products, the control of sales business is mainly reflected in customer data management, new product listing management, sales price management, sales contract management, credit and accounts receivable management, sales plan management, order management, return and exchange management and sales allowance management.
(5) Project
The company has established standardized operation procedures and risk control around the project initiation, competitive price negotiation and bidding management, contract approval, construction management, project change, project payment, completion acceptance, completion settlement and other aspects, so as to ensure that the company's project construction is feasible, the project construction process is controllable, the project acceptance is standardized and the project settlement is transparent.
(6) Financial Report
The company has prepared the financial accounting system, financial management system and financial report and disclosure management system, which standardizes the maintenance of accounting subjects, authority setting of accounting system, daily accounting, financial settlement, preparation and external provision of financial reports, financial analysis and data archiving, It defines the division of responsibilities and post separation of all links of financial reporting, and the organization setting and staffing are basically scientific and reasonable. (7) Comprehensive budget
The company establishes a comprehensive budget management system, follows the basic principle of "unified planning, hierarchical management, combination of upper and lower levels and easy adjustment", strengthens the planning of the operation and management of the company and its subsidiaries, and standardizes the plan management of the company. The company's comprehensive budget covers business budget and financial budget, including production, sales, costs and expenses, foreign investment and financing, and has formed a complete comprehensive budget management system.
The budget execution control complies with the company's authorization and approval regulations, strictly controls the extra budgetary expenditure, improves the budget execution report, strengthens the budget information communication, finds out the problems in the budget execution in time and formulates relevant improvement measures. The budget assessment system is clear, the indicators are reasonable, and the rewards and punishments are justified to ensure the achievement of the budget objectives.
(8) Contract management
The company has formulated the contract management system and seal management system, which clearly stipulates and explains the departments and responsibilities of contract management, contract formulation, review and approval, change and cancellation, archives storage, use of important seals such as official seal, financial seal and contract seal.
(IV) information and communication
The company has formulated information disclosure management system, internal reporting system for major information, accountability system for major errors in annual report information disclosure, insider registration system and management system for external information users to manage information disclosure, responsibility division, internal information submission, information disclosure requirements, information confidentiality The procedures, requirements and accountability of external information submission have been clearly standardized to ensure that the information disclosure meets the requirements of the securities regulatory authorities and the needs of daily operation.
With the help of information management systems, such as EAS system and OA system, the networking and informatization of internal communication of the company are realized, which makes the information transmission and communication between management levels, departments, business units and employees and management more rapid and smooth.
(V) internal supervision
The audit committee under the board of directors of the company is responsible for reviewing the construction of internal control, the implementation effectiveness of internal control and the self-evaluation of internal control, and guiding and coordinating internal audit and related matters. Under the leadership of the audit committee, the audit department is set up under the audit committee to carry out daily internal supervision and audit, and supervise and inspect the implementation of internal control, financial revenue and expenditure, economic benefits and authenticity and legitimacy in the production and operation process of the company and its affiliated units.
The board of supervisors of the company shall exercise its functions and powers in accordance with the articles of association, rules of procedure of the board of supervisors and other relevant provisions, and supervise the company's information disclosure, corporate governance and other major matters.
3、 By-Health Co.Ltd(300146) 2021 internal control evaluation report conclusion
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.
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、 Verification opinions of the recommendation institution on the self-evaluation report of By-Health Co.Ltd(300146) internal control
Through the verification of the establishment and implementation of By-Health Co.Ltd(300146) internal control system, the sponsor believes that: By-Health Co.Ltd(300146) has a relatively sound corporate governance structure, and the existing internal control system and implementation meet the requirements of relevant laws and regulations and securities regulatory authorities By-Health Co.Ltd(300146) has maintained effective internal control related to business operation and management in all major aspects By-Health Co.Ltd(300146) the internal control self-evaluation report basically reflects the construction and operation of its internal control system.
(there is no text on this page, which is the signature and seal page of Citic Securities Company Limited(600030) verification opinions on By-Health Co.Ltd(300146) 2021 annual internal control self-evaluation report)
Sponsor representative:
Wei Hongmin, Zeng Jinsong
Citic Securities Company Limited(600030) March 4, 2002
