Central China Securities Co.Ltd(601375)
About Henan Qingshuiyuan Technology Co.Ltd(300437)
Verification opinions of internal control evaluation report in 2021
Central China Securities Co.Ltd(601375) (hereinafter referred to as " Central China Securities Co.Ltd(601375) " or "recommendation institution") as the recommendation institution and continuous supervision institution for Henan Qingshuiyuan Technology Co.Ltd(300437) (hereinafter referred to as " Henan Qingshuiyuan Technology Co.Ltd(300437) " or "company") to publicly issue convertible corporate bonds, in accordance with the law on the administration of securities issuance and listing recommendation business and the rules for the listing of shares on the gem of Shenzhen Stock Exchange In accordance with the requirements of 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, basic norms of enterprise internal control, etc., the internal control evaluation report of Henan Qingshuiyuan Technology Co.Ltd(300437) 2021 (hereinafter referred to as the "internal control evaluation report") has been carefully verified. The specific conditions are as follows: 1 Internal control evaluation of the company
(I) basis of internal control evaluation
The company organizes and carries out internal control evaluation according to the enterprise internal control standard system and the articles of association, internal control and risk identification and evaluation management system, internal audit system, financial management system and other systems.
(II) 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 the situation of high-risk fields. The units included in the evaluation scope include the company and its subsidiaries, namely Henan Qingshuiyuan Technology Co.Ltd(300437) , Jiyuan Qingyuan Water Treatment Co., Ltd. Henan Qingshuiyuan Technology Co.Ltd(300437) (Shanghai) Environmental Protection Technology Co., Ltd., Jiyuan Qingyuan Trading Co., Ltd., Aichi environmental protection Co., Ltd., Henan Tongsheng Environmental Engineering Co., Ltd., Shaanxi ande Technology Industry Co., Ltd Henan Qingshuiyuan Technology Co.Ltd(300437) (Beijing) Investment Co., Ltd., Jiyuan Siweida Environmental Protection Technology Co., Ltd., Hainan free trade zone Henan Qingshuiyuan Technology Co.Ltd(300437) Environmental Technology Co., Ltd. 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 businesses and matters included in the evaluation scope cover all business links related to financial reports and information disclosure in the company's business activities, including but not limited to corporate governance, institutional setting and allocation of rights and responsibilities, human resources, corporate culture and development strategy, risk evaluation management, internal control activities, information and communication control, internal supervision and control, etc. The high-risk areas of focus mainly include subsidiary management, related party transaction management, fund-raising management, internal control activities, information disclosure management, 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.
(III) procedures and methods of internal control evaluation
The Audit Department of the company is authorized by the audit committee of the board of directors to be responsible for the evaluation of internal control, with the cooperation of other relevant departments, organize the inspection of internal control, study and identify the defects of internal control, and report to the board of directors for deliberation and approval according to the specified authority and procedures. During the evaluation, the audit department used the methods of consulting relevant internal control regulations, systems and company management documents, asking relevant personnel about the internal control process, analyzing the internal control environment and its risks, and sampling inspection to understand the company's internal control activities, identify the internal control risks, and check the effectiveness of the implementation of internal control activities. 2、 Establishment, improvement and effective implementation of the company's internal control system
(I) control environment
1. Governance structure
In accordance with the requirements of the company law, the securities law and other laws, regulations and departmental rules, the company has established a standardized corporate governance structure and rules of procedure. The rules of procedure include the rules of procedure of the general meeting of shareholders, the rules of procedure of the board of directors and the working procedures of the board of supervisors, which have formed a scientific and effective division of responsibilities and check and balance mechanism of the company. The general meeting of shareholders, the board of directors and the board of supervisors exercise the voting rights, business decision-making rights and supervision rights of major decisions according to their duties.
The board of Directors consists of 9 directors, including 3 independent directors. The company has 1 president and 4 vice presidents. The board of supervisors consists of five supervisors, two of whom are representatives of the company's employees, and one chairman of the board of supervisors. The board of Directors consists of four professional committees: Strategy Committee, salary and assessment committee, nomination committee and audit committee.
2. Organization setting and distribution of rights and responsibilities
The company has established an organization with clear rights and responsibilities, mutual restriction and mutual supervision.
The board of directors of the company can review and make decisions on major decision-making issues in the company's business activities or submit them to the general meeting of shareholders for deliberation in accordance with the responsibilities conferred by the company law, the securities law and the articles of association, as well as the authorities and procedures specified in the above rules or procedures, and can make regular information disclosure and announcement of major matters as required. The board of supervisors can effectively perform its supervisory functions.
Management organization of the company: the general meeting of shareholders is the highest authority of the company, which manages and supervises the company through the board of directors. There is an audit committee under the board of directors, which is responsible for reviewing the enterprise's internal control, supervising the effective implementation of internal control and self-evaluation of internal control, guiding and coordinating internal audit and other related matters. The board of supervisors shall supervise the establishment and implementation of internal control by the board of directors. Under the leadership of the board of directors, the president is fully responsible for the daily operation of the company's operation and internal control.
3. Internal audit
The company has set up a supervision and audit department to be responsible for the internal audit of the company and report directly to the audit committee. The person in charge of the audit institution is directly appointed by the board of directors, which ensures the establishment, staffing and work independence of the audit institution. During the reporting period, according to the audit plan formulated at the beginning of the year, the audit institution of the company carried out audit supervision on whether the company and its subsidiaries operated in strict accordance with the internal control system through routine audit and special audit, and timely analyzed the internal control defects found in the audit and put forward improvement suggestions. The company's internal audit institution shall submit the audit work summary report to the Audit Committee on a quarterly basis.
4. Human resources policy
The company closely focuses on the business development strategy and scientifically plans and allocates human resources. Always adhere to the talent strategy, improve the talent management system, more scientifically "select, educate, employ and retain people", and improve the comprehensive competitiveness with talents as the core. The company explores and implements a multi-level medium and long-term incentive system, implements the employee stock ownership plan, further enhances employees' sense of acquisition, belonging and happiness, and improves the cohesion and centripetal force of the enterprise. Closely follow the government's talent policy, complete the declaration of "Internship unit" and provide graduates with a platform for employment and growth; Continue to adhere to scientific and technological innovation, and successfully approved the establishment of "Henan postdoctoral innovation practice base", "Henan intelligent water treatment system International Joint Laboratory", " Henan Qingshuiyuan Technology Co.Ltd(300437) - Ecological Environment Research Institute of Zhengzhou University", actively cooperate with Henan talent recruitment and innovation development conference and attract high-level talents. Organize and carry out multi-level and rich training projects to improve employees' professional skills and comprehensive literacy; Establish the "help and guide" working mode, create a good working environment, and vigorously cultivate young talents.
Establish a reserve talent pool to provide a better development platform for excellent employees and make career planning for employees. Always adhere to people-oriented and care for the life and health of employees. Set up Taiji, table tennis and other interest classes to enrich employees' spare time life; Hold various forms of recreational and sports activities such as mountaineering, outward bound training and sports meeting to improve the enthusiasm and cohesion of employees. Care for the physical and mental health of employees and improve the dining environment and quality.
5. Corporate culture and development strategy
The company takes "being a century old enterprise beneficial to the society and serving the world" as the core concept; Take "being China's first-class and world leading environmental protection enterprise" as the enterprise vision; Take "diligence, persistence, learning and innovation" as the enterprise spirit; Take "three disciplines and eight attentions" as the publicity and implementation; Take "the company develops because of me, the family is happy because of me, and the society is harmonious because of me" as the corporate governance concept; Adhere to the principle of "legality, compliance, rationality and reasonableness"; Focusing on the innovative development of the environmental protection industry chain with water as the core, we will strive to build two business segments: industrial water treatment (pharmaceutical R & D, production and sales, water cloud tracking intelligent services, industrial complex wastewater treatment) and ecological environmental protection (municipal engineering, village and town domestic sewage, ecological restoration and river treatment).
(II) risk assessment
In order to promote the sustainable, healthy and stable development of the company, the company comprehensively, systematically and continuously collects relevant information according to the established development strategy and in combination with different development stages and business expansion, timely carries out risk assessment in combination with the actual situation, dynamically carries out risk identification, and analyzes relevant internal and external risks, Formulate corresponding risk response strategies.
In order to effectively reduce internal and external risks, the company identifies the external risks of the company according to social factors such as China's and international economic situation, industrial policies, market competition and resource supply; In terms of production safety, we should strictly follow the policy of "safety first, prevention first and comprehensive treatment", start from the basic work, constantly improve the system, establish a mechanism and strengthen supervision. Take risk pre control as the top priority of safety work, investigate the possible risks on the production site, evaluate the risks, use LEC Method for risk identification, formulate preventive and early warning, early treatment and control measures, and implement hierarchical management to ensure safe production; In terms of financial risks, the company conducts regular financial evaluation, pays close attention to cash flow and accounts receivable, reasonably controls costs, strengthens expense management and capital budget, and ensures the financial stability of the company.
(III) control activities
1. Incompatible job phase separation control
For example, the company has implemented incompatible separation control on posts in business processes such as monetary capital business, procurement and payment business and sales, forming a working mechanism of performing their respective duties, assuming their respective responsibilities and restricting each other.
2. Authorization approval control
The company has formulated a clear scope of work responsibilities and authorities for each department and position, and also formulated a corresponding approval process system to clarify the control and approval process of each business. Further solidified through ERP and OA information platforms. Through the realization of information platform, it can carry out automatic control and ensure the effective operation of authorization approval control.
3. Accounting system control
According to the enterprise accounting system, accounting law, tax law and other relevant national laws and regulations, the company has established a relatively perfect financial accounting and management system, and clarified the accounting voucher processing, statement preparation and other aspects. Through the construction of ERP information platform, the automation rate of accounting is improved, which provides a good guarantee for the authenticity and integrity of accounting information and materials.
4. Asset management control
The company has established a set of internal control system to ensure the safety and integrity of assets and funds.
The company regularly investigates the problems and potential losses in accounts receivable, foreign investment, fixed assets, construction in progress, intangible assets and other projects, reasonably withdraws the provision for asset impairment according to the requirements of the principle of prudence and the treatment system for asset impairment provision and asset loss, and estimates the loss, The basis for provision and items to be written off shall be submitted to the board of directors for deliberation and approval.
5. Budget control
The company implements budget management, and all revenues and expenditures must be included in the budget preparation. The budget includes: production budget, sales budget, procurement budget, R & D fund budget, management expense budget, sales expense budget, financial expense budget, capital budget, profit budget, etc. of the company and its actually controlled subsidiaries. Once the company's budget is approved and issued, all budget departments must carefully organize the implementation, decompose the budget indicators layer by layer, and implement them to all departments, links and posts horizontally and vertically, so as to form an all-round budget implementation responsibility system. The company ensures the realization of strategic planning and annual business objectives through detailed budget planning, clear authorization system and reasonable means of resource allocation.
6. Performance appraisal control
The company has established the organizational performance management with the Balanced Scorecard (BSC) as the core, determined the assessment indicators from the four dimensions of financial cost, market and customers, internal process, learning and growth, and realized the full coverage of performance assessment from the president to each employee. Make use of the scientifically set evaluation index system to conduct quarterly and annual evaluation regularly, and the evaluation results will be used as an important basis for job promotion and annual evaluation.
(IV) information and communication control
1. Improvement and upgrading of information management system
It has established a relatively perfect information communication system and clarified the enterprise's information management system. It ensures the reasonable screening, checking, analysis and integration of information, and ensures the timeliness and effectiveness of information. Actively strengthen information confidentiality, ensure timely, safe and reliable internal information transmission, and prevent the leakage of business secrets. Pay attention to information communication and feedback with business units and relevant regulatory authorities, and timely obtain external information through market research, online media and other Internet channels.
(1) The company continues to update the website content to enhance the public's understanding of Henan Qingshuiyuan Technology Co.Ltd(300437) . The company's website and products can be accessed through mobile phones. It has formed an information release window with the Internet as the media.
(2) expand the company's publicity channels through various forms of new media such as Henan Qingshuiyuan Technology Co.Ltd(300437) WeChat official account and so on, so as to enhance the visibility of the company and make the company more influential.
(3) Continuously upgrade and maintain the ERP system, and timely adjust and optimize it according to business needs. (4) The group company and its subsidiaries have completed the unified construction of the video conference system to improve the conference efficiency and save the conference cost.
(5) The contract management platform built based on OA system has been officially put into use, realizing electronic contract management, query, traceability and analysis, and strengthening the collaborative efficiency and control ability of internal contract seal. (6) In order to create Henan Qingshuiyuan Technology Co.Ltd(300437) a fair, just and competitive business environment, realize sunshine bidding and procurement and win-win results for both sides, Henan Qingshuiyuan Technology Co.Ltd(300437) continues to explore and innovate in procurement business. With the strong cooperation of UFIDA group, Henan Qingshuiyuan Technology Co.Ltd(300437) youyuncai digital procurement platform has been preliminarily built, laying a good foundation for sunshine Zhaocai.
2. Information system control
Make full use of nail, OA, ERP, enterprise mailbox and other information systems to make the internal and external information transmission of the company more rapid and smooth. Through the establishment and improvement of the information system management mechanism, various information systems are maintained, including password authentication mechanism, system log audit, system development and upgrading, data backup, etc. effective management is implemented. Through the regular inspection of each system, the normal operation of the information system is ensured and the security and reliability of the information system are enhanced.
(V) internal supervision and control
The company takes the board of supervisors and the supervision and audit department as the institutions to audit and supervise the company. In accordance with the principle conducive to prior, in-process and post supervision, it is specially responsible for the supervision and inspection of business activities and the implementation of internal control, evaluate the objects and contents of each inspection, and put forward improvement suggestions and handling opinions to ensure the implementation of internal control and the normal operation of production and business activities.
The responsibilities of the supervision and audit department include: formulating the audit work plan and annual audit plan according to the development plan of the group and the current situation of the company, and making the development plan of the group company and its subsidiaries
