Guoyuan Securities Company Limited(000728)
About Anhui Huaqi Environmental Protection&Technology Co.Ltd(300929)
Verification opinions on the self-evaluation report on the effectiveness of internal control in 2021
Guoyuan Securities Company Limited(000728) (hereinafter referred to as ” Guoyuan Securities Company Limited(000728) ” and “sponsor”) as a sponsor of Anhui Huaqi Environmental Protection&Technology Co.Ltd(300929) (hereinafter referred to as ” Anhui Huaqi Environmental Protection&Technology Co.Ltd(300929) ” and “company”) for initial public offering of shares and listing on GEM, In accordance with the relevant provisions of the measures for the administration of securities issuance and listing recommendation business, the Listing Rules of Shenzhen Stock Exchange on the gem, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of listed companies on the gem, and the self regulatory guidelines for listed companies of Shenzhen stock exchange No. 13 – recommendation business, The self-evaluation report on the effectiveness of internal control in Anhui Huaqi Environmental Protection&Technology Co.Ltd(300929) 2021 was carefully verified. The specific verification conditions and verification opinions are as follows:
1、 Scope, basis and defect identification standard of internal control evaluation
(I) evaluation scope of internal control
According to the risk oriented principle, the company determines the main units, main businesses and matters and high-risk areas included in the evaluation scope.
1. The main units included in the scope of evaluation include:
The total assets of the company and its wholly-owned subsidiaries and holding subsidiaries included in the evaluation scope account for 100% of the total assets in the company’s consolidated financial statements, and the total operating income accounts for 100% of the operating income in the company’s consolidated financial statements.
2. The main operations and matters included in the scope of evaluation include:
Corporate governance structure, organizational structure, development strategy, social responsibility and corporate culture; Sales business, procurement business, engineering project, financial report, contract management, fund management, human resource management, subsidiary management, related party transactions, external guarantee, external investment, asset management, information disclosure, etc. The above 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.
3. The high-risk areas of focus mainly include:
Capital, procurement, assets, sales, engineering, contract, guarantee, investment and subsidiary management.
(II) basis of internal control evaluation and identification standard of internal control defects
The company organizes and carries out internal control evaluation according to the requirements of the enterprise internal control standard system and in combination with the relevant systems and evaluation methods of the company’s internal control. According to the identification requirements of the enterprise internal control standard system for major defects, important defects and general defects, and in combination with the company’s scale, industry characteristics, risk preference, risk tolerance and other factors, the board of directors of the company distinguished internal control over financial reports from internal control over non-financial reports, and studied and determined the specific identification standards of internal control defects applicable to the company, And consistent with previous years.
1. Identification standard of internal control defects in financial reporting
Identification standard
Defect grade quantitative standard qualitative standard
(1) The financial statements of the enterprise have been or are likely to be given a negative opinion or refused by the certified public accountant;
When one or a group of internal control defects exist, it is possible that (2) the directors, supervisors and senior managers of the enterprise can not prevent or detect fraud in time, or the employees of the enterprise have major defects, and there are more than Equal to 3% of the total assets in the accounting statements or the loss of profit before tax and adverse impact of the company’s collusion in fraud and causing significant losses to the enterprise;
(3) the audit committee and audit department failed to effectively perform the supervision function of the company;
(4) There are significant misstatements in the current financial statements, and the internal control fails to find such misstatements in the operation process.
When one or a group of internal control defects exist, there is a possibility that (1) the selection and application of accounting principles are not in accordance with generally accepted accounting standards, resulting in failure to timely prevent or implement accounting policies;
Major defects found that the financial report is smaller than the consolidated accounting report (2) no anti fraud procedures and control measures have been established; 3% of the total assets in the statement or 5% of the total profit before tax, (3) for the control of the financial reporting process at the end of the period, but greater than or equal to the total assets in the consolidated financial statements, the financial statements prepared when there are one or more defects and there is no reasonable guarantee that 0.5% or 1% of the total profit before tax can achieve the true and complete goal.
General defects do not constitute other defects than major defects and important defects, and do not constitute other defects other than major defects and important defects
2. Identification standard of internal control defects in non-financial reporting
Identification standard
Defect grade quantitative standard qualitative standard
When one or a group of internal control defects exist, if the possibility of defects is high, it will seriously reduce the possibility of major defects, resulting in large direct property loss of the company, low work efficiency or effect, or seriously increase the uncertainty of defects with an effect equal to or equal to 3% of the total pre tax profit Or make it seriously deviate from the expected goal
For the low work efficiency or effect that may lead to the direct property loss of the company, if the possibility of defects is high, it will significantly reduce the important defects by 3%, but greater than or equal to 0.5% of the total pre tax profit, or significantly increase the uncertainty of effect defects Or make it seriously deviate from the expected goal
If the direct property loss of the company may be less than the possibility of defects, it will reduce the defect work efficiency or effect of 0.5% of the total pre tax profit of general defects, or increase the uncertainty of the effect, or make it deviate from the expected goal
(III) identification and rectification of internal control defects
1. Identification and rectification of internal control defects in financial reports: according to the above identification standards of internal control defects in financial reports, no major defects in the company’s internal control over financial reports were found 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, no major defects in the company’s internal control over non-financial reports were found during the reporting period.
2、 Internal control construction of the company
The company has established a relatively perfect, sound and effective internal control system, which can be effectively implemented. (I) internal control environment
1. Governance structure
Basic information of Corporate Governance: in strict accordance with the requirements of the basic norms of enterprise internal control, the company law, the securities law and other laws and regulations, the company continues to improve the corporate governance structure, clarify the responsibilities and authorities in decision-making, implementation and supervision, form a scientific and effective division of responsibilities and check and balance mechanism, strengthen internal management and standardize the operation of the company.
Shareholders and general meeting of shareholders: the company ensures that all shareholders enjoy equal rights; The convening of the general meeting of shareholders and the provisions of the articles of association shall be fully complied with; For major related party transactions and other major matters of the company, the independent directors of the company have issued special opinions, and the company has signed relevant written agreements with related parties and disclosed information in a timely manner.
About the controlling shareholders and the company: the company and the controlling shareholders are completely separated in terms of business, personnel, assets, structure and finance. The company operates its business, institutional operation and financial accounting independently, and independently assumes its business responsibilities and risks. The board of directors, the board of supervisors and the internal management of the company operate independently to ensure that major decisions of the company can be made in accordance with legal procedures and norms.
About directors and the board of directors: the board of directors is responsible for the general meeting of shareholders and exercises the company’s business decision-making power according to law. There are 9 directors of the company, including 3 independent directors. The structure of the board of directors is reasonable, the information of directors is true and complete, and the candidates for directors have obtained the consent of relevant organizations and themselves in advance, and have a written commitment; On April 29, 2021, the company held the 2020 annual general meeting of shareholders, deliberated and adopted the proposal on the general election of the board of directors and the election of non independent directors of the Fourth Board of directors of the company and the proposal on the general election of the board of directors and the election of independent directors of the Fourth Board of directors of the company, The members of the Fourth Board of directors of the company are qualified to serve as directors of listed companies, and the qualifications and independence of the three independent directors have been filed and approved by Shenzhen Stock Exchange before the 2020 annual general meeting of shareholders of the company. The above-mentioned personnel are qualified for the positions they are employed, and there are no situations in which they are prohibited from holding positions as stipulated in the company law, the guidelines for self discipline supervision of listed companies on Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM, the rules for independent directors of listed companies, the articles of association and other relevant provisions, There is also no case that it is determined by the CSRC as a prohibited person in the market and is in the period of prohibition. It has not been subject to any punishment and punishment by the CSRC and Shenzhen Stock Exchange. It is not a dishonest person. There are four professional committees under the board of directors of the company, including strategy, audit, nomination, remuneration and assessment. Independent directors act as the convener of each professional committee. Matters involving disciplines must be approved by the professional committee first, and then submitted to the board of directors for deliberation, so as to facilitate independent directors to better play their role.
Supervisors and the board of supervisors: the members of the board of supervisors of the company have relevant professional knowledge and work experience; The board of supervisors shall independently and effectively supervise the performance of duties and financial affairs of the company’s directors and senior managers in accordance with the powers conferred by the articles of Association; Attend the meetings of the board of directors as nonvoting delegates and put forward relevant suggestions and opinions to the board of directors. The company held the 2020 annual general meeting of shareholders on April 29, 2021, deliberated and passed the proposal on the general election of the board of supervisors and the election of non employee representative supervisors of the Fourth Board of supervisors, and elected three non employee representative supervisors; Two employee representative supervisors are elected by the employee congress of the company. The above-mentioned personnel are qualified to serve as supervisors of listed companies as stipulated by laws and regulations, and there is no situation that they are not allowed to serve as supervisors of the company as stipulated in the company law and the articles of association, and there is no situation that they have not been lifted as market prohibited persons determined by the CSRC, and have not been subject to any punishment and punishment by the CSRC and the stock exchange, It does not belong to the dishonest person to be executed. Senior managers and managers: responsible for organizing and implementing the resolutions of the general meeting of shareholders and the board of directors, presiding over the daily operation and management of the company, involving investment, financing, guarantee, related party transactions or other major matters, which shall be submitted to the board of directors for decision-making in accordance with the provisions of the articles of association. The above-mentioned senior managers have the qualifications suitable for the exercise of their functions and powers, There are no circumstances stipulated in the company law, Shenzhen Stock Exchange GEM Listing Rules, Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 2 – standardized operation of companies listed on GEM and the articles of association that are not allowed to serve as senior managers or secretary of the board of directors of the company, and they are not dishonest Executees, There is no case that it has been determined as a market prohibited person by the CSRC and has not been lifted, there is no case that it is publicly determined by the Shenzhen stock exchange that it is not suitable to serve as a senior manager or secretary of the board of directors of a listed company, and it has not been subject to any punishment and punishment by the CSRC and the Shenzhen Stock Exchange. The independent directors of the company have expressed their independent opinions on the above proposal.
About the company’s stakeholders: the company fully respects and maintains the legitimate rights of employees, suppliers, vendors, communities and other stakeholders, and actively cooperates with them to jointly promote the sustainable, healthy and stable development of the company.
On information disclosure and investor relations management: the company has established an investor relations management system with special personnel in charge, which can provide timely services for shareholders and other investors, receive shareholders’ visits and receive investors’ consultation. 2. Department setting and authority distribution
The company has set up design and Research Institute, engineering technology research center, EPC business department, equipment business department, housekeeping service department, engineering department, operation management center, material control center, storage department, finance department, cost department, audit department, market center, human resources department, quality management department, equipment factory, securities affairs department, general manager’s office and information construction management center. Each department has clear responsibilities, mutual restraint, division of work and cooperation, and each has its own responsibilities, forming an effective hierarchical management mechanism. In accordance with the provisions of laws, regulations and the articles of association, the company has made the operation of the company effective through the combination of system norms, assessment and audit supervision
