Company code: V V Food & Beverage Co.Ltd(600300) company abbreviation: St Weiwei V V Food & Beverage Co.Ltd(600300)
Internal control evaluation report in 2021
V V Food & Beverage Co.Ltd(600300) all shareholders:
According to the provisions of the basic norms of enterprise internal control and its supporting guidelines and other internal control supervision requirements (hereinafter referred to as the enterprise internal control standard system), combined with the company's (hereinafter referred to as the company's) internal control system and evaluation methods, 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 the internal control evaluation report). I 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. II Internal control evaluation conclusion 1 On the benchmark date of the internal control evaluation report, does the company have any major defects in the internal control of financial reporting
□ yes √ no
2. Evaluation conclusion of internal control over financial reporting
√ valid □ invalid
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. 3. Whether major defects in internal control over non-financial reporting are found
□ yes √ no
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.
4. Factors affecting the evaluation conclusion of internal control effectiveness from the benchmark date of internal control evaluation report to the date of issuance of internal control evaluation report □ applicable √ not applicable
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. 5. Whether the internal control audit opinion is consistent with the company's evaluation conclusion on the effectiveness of internal control over financial reporting
√ yes □ No 6 Whether the disclosure of major defects in internal control of non-financial reports in the internal control audit report is consistent with the disclosure of the company's internal control evaluation report √ yes □ no III Internal control evaluation (I) Scope of internal control evaluation
According to the risk oriented principle, the company determines the main units, businesses and matters included in the evaluation scope and high-risk areas. 1. The main units included in the evaluation scope include V V Food & Beverage Co.Ltd(600300) , Weiwei Dairy Co., Ltd., Jinan Weiwei Dairy Co., Ltd., Xuzhou Weiwei milk Co., Ltd., Weiwei Huashan Walnut Industry Co., Ltd., Wuhan Weiwei Dairy Co., Ltd., Weiwei Huadong food and Beverage Co., Ltd., Weiwei liuchaosong flour Industry Co., Ltd., Xuzhou Weiwei Jinlan Food Co., Ltd Luzhou Weiwei food and Beverage Co., Ltd., Weiwei northeast food and Beverage Co., Ltd., Jinan Weiwei agriculture and animal husbandry development Co., Ltd., Weiwei Tangwanghe Ecological Agriculture Co., Ltd., Weiwei granary grain storage and Transportation Co., Ltd., Weiwei grain and oil (Zhengyang) Co., Ltd., Jiangsu Weiwei Packaging Printing Co., Ltd., Weiwei agriculture and animal husbandry technology Co., Ltd., Xi'an Weiwei food and Beverage Co., Ltd Zhuhai Weiwei Daheng Dairy Co., Ltd., Ningxia Weiwei agriculture and animal husbandry Co., Ltd., Weiwei International Trade Co., Ltd., Weiwei Ming distillery Co., Ltd., Hunan Yiqingyuan Tea Co., Ltd. and its subsidiaries, Yinchuan Weiwei Beita Dairy Co., Ltd. 2. Proportion of units included in the scope of evaluation:
Proportion of indicators (%)
The total assets of the units included in the evaluation scope accounted for 91.31% of the total assets in the company's consolidated financial statements
The total operating income of the units included in the evaluation scope accounted for 96.223% of the total operating income in the company's consolidated financial statements The main operations and matters included in the scope of evaluation include:
(I) corporate governance
1. In strict accordance with the provisions of relevant national laws and regulations, the company has established a corporate governance structure, realizing the separation of ownership, management right and supervision right and mutual checks and balances.
The company has established an independent director system, with more than 1 / 3 of independent directors.
The board of directors of the company has four special committees, namely strategy and Development Committee, audit committee, remuneration and assessment committee and Nomination Committee, which are responsible to the board of directors.
The articles of association clearly stipulates the responsibilities and rights of the general meeting of shareholders, the board of directors, the board of supervisors and the management, and establishes and improves the standardized corporate governance structure and rules of procedure.
2. According to its own business characteristics and excellent industry experience, the company has established an organizational structure suitable for the company. The responsibilities of each functional department and business division are clear, mutually restrictive, coordinated and efficient.
The company implements centralized management of its subordinate branches and subsidiaries through production and operation, financial management, fund scheduling and personnel management, so as to ensure the realization of the overall strategic objectives of the company.
3. Through years of operation practice, the company has formed a set of system suitable for its own operation. The company's system has been further combed and improved through the construction of internal control system. In the future, the company's system will be supplemented and revised regularly according to the requirements of internal control construction and system construction regulations.
(II) development strategy
The strategic development committee under the board of directors, as the highest authority for strategy formulation and deployment, is responsible for studying and making suggestions on the company's long-term development strategy and major investment decisions. Its members include the company's chairman, general manager, deputy general manager, chief financial officer, general manager assistant and other senior executives, all of whom have strong comprehensive quality and practical experience, Familiar with the company's business characteristics and industry development trend.
The company has formulated the working rules of the strategic development committee, defined the formulation, implementation, evaluation and adjustment procedures of the development strategy, standardized the contents of the development strategy, so as to enhance the company's core competitiveness and sustainable development ability, meet the needs of the company's growing business scale and accelerating development, and standardize the formulation and decision-making procedures of the company's development strategy, Ensure the realization of the company's strategic objectives.
(III) social responsibility
The company attaches importance to the performance of social responsibility and establishes the social responsibility management system. While maximizing the shareholder value, the company actively performs its responsibilities to the society as a food manufacturing enterprise and maintains a good relationship of "harmony, integrity, mutual benefit and win-win" with relevant stakeholders.
Strictly abide by public responsibility laws and regulations, and earnestly implement food safety monitoring measures. The company has successively established ISO9001 quality management system certification, ISO22000 food safety management system, GB / t27341 hazard analysis and critical control point (HACCP) system, passed the third-party certification, and established the food safety quality policy of "pursuing good quality, maintaining natural purity, meeting customer needs and creating a healthy life", Earnestly implement various measures for food safety and strictly control food safety.
Pay attention to environmental protection, energy conservation and consumption reduction, safe production and public health. It has successively established ISO14001 environmental management system, ISO10012 measurement management system and other management systems, passed the third-party certification, and formulated the control methods of environmental protection, energy consumption, safe production and public health.
The company has incorporated the contents related to the performance of social responsibilities into the company's strategy, system and specific production and operation practice, with a clear division of labor to ensure the performance of various social responsibilities of the company.
(IV) corporate culture
Corporate culture is an important factor in the core competitiveness of enterprises, and carefully cultivating corporate culture is an important responsibility of the company. According to the national industrial policies and industry characteristics, combined with the development history and resource background of the enterprise, the company has formed an enterprise culture system with thanksgiving culture, sunshine culture, gentleman culture, four self culture and health culture guided by the enterprise mission, vision and core values. Carry forward the core values of "dedication, integrity, responsibility and innovation".
The company continuously promotes the optimization and in-depth development of the corporate culture system, maintains the cohesion of the company and establishes a healthy and upward good image of the company through full participation, extensive consultation, discussion and learning, reference, deepening and publicity.
(V) financial management
Financial management is one of the key points of the company's internal control construction and evaluation.
The company has established a sound system to strengthen the management of cash, bank accounts and deposits, bills, taxes, costs and expenses, accounting and financial reporting and analysis, and integrated financial resources through ERP to gradually realize the centralized management of funds, rigid cost control, unified accounting policies and timely and accurate financial statements of the company and its branches and subsidiaries. Ensure that all financial management measures are implemented through financial training and financial audit.
The company has been committed to building a "safe and efficient" financial system, avoiding financial risks and providing reliable financial information for the company's management and relevant financial information users.
(VI) related party transactions
The company has formulated the related party transaction management system, which defines the division of decision-making authority, decision-making procedures, avoidance system and reporting obligations of related party transactions.
The company has formulated and updated the list of related parties in time to ensure that the list of related parties is true and complete. In case of transactions between the company and its subsidiaries, the relevant responsible person must carefully judge whether they constitute related transactions. If they constitute related transactions, they must perform their obligations within the authority specified in the system.
(VII) comprehensive budget
It mainly involves the approval of budget scheme, the release of budget objectives and the decomposition of indicators, the tracking and assessment of budget implementation, budget adjustment and other processes.
The company has formulated the comprehensive budget management system, which defines the responsibilities, authorities and procedures of budget preparation, approval and adjustment. The company implemented the ERP comprehensive budget management module to ensure the implementation of the budget, and promoted the realization of budget objectives by enabling some project budget control and regular budget analysis.
(VIII) investment management
The company's investment management mainly involves engineering project investment and equity investment. The company has established engineering project management related systems and foreign investment management systems, which are standardized from the aspects of project initiation, feasibility study, investment decision-making, investment process management and evaluation, so as to ensure the compliance of investment project decision-making and controllable process from the institutional level.
(IX) fund raising management
In order to standardize the company's financing behavior in operation, reasonably arrange funds, reduce capital costs and reduce financing risks, the company has formulated the financing management system, which systematically regulates the financing authorization management, financing decision-making management, financing execution management and financing repayment management, so as to ensure the legality, effectiveness and safety of the company's financing.
(x) guarantee management
In order to standardize the company's guarantee behavior, effectively control the external guarantee risk of listed companies, and protect the legitimate rights and interests of investors and the company's financial security, according to the company law of the people's Republic of China, the guarantee law of the people's Republic of China, the basic norms of enterprise internal control, the guidelines for the application of enterprise internal control and other laws, regulations, normative documents and the articles of association, The guarantee management system has been formulated. The guarantee business of the company and its branches and subsidiaries has been standardized in detail from approval to implementation and disclosure. Effectively prevent external guarantee risks and promote the healthy development of the company.
（11） Information and communication
In order to standardize the management of the company's information disclosure, improve the quality of the company's information disclosure, ensure the timeliness, fairness, authenticity, accuracy and integrity of the company's information disclosure, enable the company to respond quickly to the dynamics of the market, ensure the exchange of information among all departments and levels of the company, strengthen cooperation, and improve the operation and management efficiency of the company, The company has formulated information disclosure affairs management system and internal information communication system to standardize relevant affairs, clarify responsibilities, design effectively and implement effectively.
（12） Procurement management
Based on the principle of "safety, quality and stability" and reasonable authorization, the company has established the bidding and procurement management system to standardize the bidding management, supplier management, raw and auxiliary materials and packaging procurement, fixed assets procurement, low value consumables procurement and other businesses in the procurement process, clarify the responsibilities and avoid the risks in the procurement business, Ensure the quality and quantity of raw material procurement, punctuality and low cost, and achieve win-win results for both supply and demand.
（13） Sales management
The company has established a series of sales management systems to specify the relevant businesses involved in the sales business, such as market management, dealer management, price management, sales order and contract management, logistics management, accounts receivable management and after-sales management, standardize the sales business, avoid sales risks, design effectively and implement effectively.
（14） Asset management
The company has established the fixed assets management system and intangible assets management system, which have detailed provisions on the purchase, accounting, scrapping and inventory of assets, so as to ensure the safety and integrity of assets and the authenticity and reliability of financial information.
（15） Information system management
The company has formulated the information construction management system, which clearly stipulates the matters related to the development and daily operation of the information system, so as to ensure the coordination and unity of the information system and business management activities and the safe and reliable operation of the information system.
（16） Comprehensive administration
The company has established management systems related to comprehensive administrative management, such as file management and seal management, which standardize the relevant activities in the company's operation, with clear responsibilities, effective design and effective implementation.
（17） Legal affairs management
The company establishes the legal affairs management system to standardize the legal affairs of the company, with clear division of labor, clear responsibilities and compliance
