Guangzhou Lingnan Group Holdings Company Limited(000524)
Internal control report 2021
Guangzhou Lingnan Group Holdings Company Limited(000524) all shareholders:
In accordance with the provisions of the basic norms of enterprise internal control and its supporting guidelines and other internal control regulatory requirements (hereinafter referred to as the “enterprise internal control normative system”), combined with the internal control system and evaluation methods of Guangzhou Lingnan Group Holdings Company Limited(000524) (hereinafter referred to as “the company” or “the company”, including wholly-owned subsidiaries, holding subsidiaries and branches), 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 (benchmark date of internal control self-evaluation report).
1、 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 self-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.
2、 Internal control evaluation conclusion
According to the identification of major defects and important defects in the internal control of the company’s financial report, the company has no major defects and important defects in the internal control of financial report on the benchmark date of the self-evaluation report of internal control. 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 and important defects in the company’s internal control over non-financial reports, the company found no major defects and important defects in the company’s internal control over non-financial reports on the benchmark date of the internal control self-evaluation report.
There are no factors affecting the evaluation conclusion of the effectiveness of internal control from the benchmark date of the self-evaluation report of internal control to the date of issuance of the self-evaluation report of internal control.
3、 Overall situation of internal control evaluation
The self-evaluation of the company’s internal control in 2021 is mainly based on the company law, the accounting law, the accounting standards for business enterprises, the basic norms of enterprise internal control, the guidelines for the application of enterprise internal control, the guidelines for the evaluation of enterprise internal control, the guidelines for the self-discipline supervision of listed companies in Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and other laws and regulations, as well as the company’s internal control system, processes and relevant provisions.
(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 include: Guangzhou Lingnan Group Holdings Company Limited(000524) (including Dongfang Hotel Branch), Guangzhou guangzhilv International Travel Agency Co., Ltd., Guangzhou Lingnan International Hotel Management Co., Ltd., Guangzhou Garden Hotel Co., Ltd., China Hotel and Guangzhou Dongfang Automobile 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 main operations and matters included in the scope of evaluation include:
1. Organizational structure
In strict accordance with the relevant laws and regulations such as the company law, the securities law and the articles of association, the company has established a standardized corporate governance structure and rules of procedure, defined the responsibilities and authorities in decision-making, implementation and supervision, and formed a scientific and effective responsibility division and check and balance mechanism.
a. The general meeting of shareholders is the highest authority of the company. The company has formulated the rules of procedure of the general meeting of shareholders, standardized the convening, convening and decision-making procedures of the general meeting of shareholders, ensured that all shareholders enjoy the legal rights stipulated in laws, regulations, the articles of association and various systems, guaranteed the equal status of minority shareholders and ensured that all shareholders can fully exercise their rights.
b. The board of directors is the decision-making body of the company. The company has formulated the rules of procedure of the board of directors to ensure that the board of directors implements the resolutions of the general meeting of shareholders, improves work efficiency and ensures legal and compliant decisions. The board of directors of the company is responsible for establishing and improving the internal control system and supervising the implementation of the internal control system.
The board of directors of the company consists of four professional committees: Strategy Committee, nomination committee, audit committee and salary and assessment committee. Each committee divides work and cooperates according to the responsibilities specified in the articles of association to promote the standardized development of the company.
c. The board of supervisors of the company is the supervisory body of the company. The company has formulated the rules of procedure of the board of supervisors to ensure the standardization of discussion methods and voting procedures. The board of supervisors of the company is responsible for supervising and inspecting the behavior of all directors and senior managers and the financial situation of the company;
d. The management of the company is responsible for the specific formulation and effective implementation of the internal control system.
2. Development strategy
The company’s board of directors has a strategy committee, which mainly studies and puts forward suggestions on the company’s long-term development strategy and major investment decisions by analyzing the macro environment, industry environment, business environment, enterprise resources, enterprise capacity, core competitiveness and other internal and external factors affecting the development strategy.
3. Human resources
According to the current situation and development plan, the company has formulated relevant systems of human resource management, formulated human resource development plan and training plan with the human resource management concept of “values + career planning”, and strengthened talent cultivation and team construction. Prepare employment plans and select talents according to post standards, constantly improve the management mechanism of human resources introduction, development, use and exit, optimize the structure of human resources, and realize the rational allocation and layout of human resources.
4. Social responsibility
Safety production is an organic part of enterprise production and operation activities and the core of enterprise social responsibility. Adhering to the principles of safety first, prevention first and comprehensive treatment, the company has established a safety production committee, signed the letter of responsibility for safety production objectives with the main responsible persons of various departments and their subsidiaries and branches, and implemented the safety production responsibility system. The company strictly abides by various national and local regulations on food safety, carries out self inspection and self correction of imported food and food additives in accordance with the relevant guidelines of the Municipal Food and drug administration, strengthens the food safety awareness of employees, adheres to the implementation of food quality tracking system, and promotes the stability and improvement of food quality.
5. Financial Report
The company conducts financial accounting in accordance with the national unified accounting standards for business enterprises and relevant regulations, and the financial report prepared is true, complete and accurate. Through monthly financial report analysis and special financial meetings, the company analyzes major and abnormal events, reveals existing problems and puts forward improvement suggestions.
It has played an important role in the timely transmission of financial analysis to the management of the company.
6. Comprehensive budget
The company has formulated a comprehensive budget management system to allocate, assess and control various financial and non-financial resources of the company through budget management, effectively organize and coordinate the production, operation and capital operation activities of various enterprises, and realize the planning objectives and business tasks. As the leading department of comprehensive budget preparation and adjustment, the Finance Department of the company is responsible for organizing the specific work of budget preparation, preliminary review, balance, adjustment and assessment, organizing the tracking and supervision of budget implementation, regularly reporting the budget implementation to the management, summarizing the monthly budget implementation, analyzing the reasons for differences and putting forward improvement suggestions.
7. Financial activities
The company has formulated a fund management system, strictly implemented internal controls such as bank reconciliation, cash inventory, balance adjustment, bill and seal inspection, reasonably guaranteed the timeliness, authenticity, accuracy and integrity of cash and bank deposit records, and reasonably guaranteed the safety of monetary funds; The company has established a sound fund payment control system, strictly implemented the internal control of incompatible post separation and hierarchical audit of fund business, and reasonably ensured that transactions related to monetary funds have been properly authorized and approved.
8. Asset management
The company has formulated the management system related to fixed assets and intangible assets, and the purchase, acceptance, use, disposal and physical management of assets are controlled in accordance with the principles of overall coordination, centralized responsibility and individual responsibility. The company attaches importance to the daily maintenance and management of fixed assets, regularly maintains the equipment, insures the fixed assets of important equipment and spare parts, and protects the safety of assets through the implementation of asset management control, so as to give full play to and improve the use efficiency of assets as much as possible.
9. Project
The company has established regulations related to project initiation, approval and implementation management of engineering projects. Engineering departments at all levels are responsible for the management of engineering projects, and are responsible for taking the lead in organizing engineering survey, design and construction, as well as organizing user departments and financial departments to implement completion acceptance. The company strictly controls the project cost, reviews and approves the project progress payment, project change and completion settlement according to the specified authority and procedures, and strengthens the whole process supervision of the project by selecting qualified construction units to ensure the quality of project construction.
10. Procurement business
The company has established a procurement management system to clarify the responsibilities and approval authorities of purchase requisition, approval, purchase, acceptance, payment, post Procurement Evaluation and other links. The company establishes and improves the organizational structure of procurement management, strictly implements the separation control of incompatible positions in various procurement businesses, and strictly controls the whole process of procurement initiation, supplier selection, procurement mode selection, procurement inquiry, negotiation and review, so as to ensure the standardization of the company’s procurement activities, reasonably control the procurement cost and improve the procurement quality.
11. Sales business
Based on the in-depth analysis of industry trends, market conditions, customer information and other data, the company formulates the annual market development and development plan in combination with its own reality and the changes of internal and external influencing factors, and regularly carries out marketing operation evaluation and analysis to ensure that the implementation of the plan reaches the expected objectives. Established a complete customer directory and file information, and adopted different sales strategies for different customers.
12. Inventory management
The company’s warehouse management adheres to the principle of “serving the production with all efforts”, and has established perfect processes such as inventory acceptance, warehousing, inventory and ex warehouse. The company makes full use of information management means to timely and accurately record inventory in and out of the warehouse, so as to ensure the correct, timely and complete accounting treatment of inventory acceptance and warehousing, production requisition, sales out of the warehouse, disposal and other matters. The company has established a complete inventory counting procedure, and regularly count the inventory to ensure the consistency of inventory account and reality.
13. Contract management
The company has established a contract management system, which defines the setting of contract management posts and the division of rights and responsibilities. The business undertaking department is responsible for the formulation of the contract text, the legal personnel are responsible for the review of the legal matters of the contract text, the financial department reviews the rationality and legitimacy of the contract funds and settlement, and the leaders at all levels of the Company review or approve according to the contract amount.
14. Internal information transmission
The company attaches importance to the construction of information and communication mechanism, and has established horizontal and vertical information communication channels that are smooth and run through the whole company, so as to ensure the smooth communication channels within the company and between the company and the outside world, and obtain information timely and accurately. The company actively strengthened the internal and external information confidentiality work and the disclosure mechanism of information report, and formulated the insider confidentiality system to ensure the timely, safe and reliable transmission of internal information, prevent the leakage of business secrets and avoid the leakage of internal information before submission.
15. Information disclosure
The company makes information disclosure in strict accordance with the requirements of the securities regulatory authorities, and has formulated the company’s information disclosure management system, which stipulates the specific contents, transaction management, disclosure procedures and requirements of the company’s information disclosure. The company’s internal control over information disclosure is strict, sufficient and effective, and complies with the provisions of relevant laws and regulations.
16. Raised funds
(1) Management system of raised funds
The company has formulated and implemented the measures for the management of raised funds, and made clear provisions on the storage, application, management and supervision of raised funds and the change of raised funds. It ensures the reasonable use and safe storage of the raised funds, and ensures the interests of the company, shareholders and investors.
(2) Use of raised funds
In 2021, the company actually used the raised funds of 64734428325 yuan. Among them, the use of raised funds to permanently supplement working capital is 64734428325 yuan, and other actual use of raised funds to invest in raised projects is 0.00 yuan; The accumulated interest stored in the special bank account of raised funds after deducting the handling fee was 889965489 yuan, and the due investment income of using idle raised funds to purchase financial products was 0.00 yuan.
As of December 31, 2021, the balance of the raised funds account is 41453153606 yuan. The use and balance of the raised funds in this period are as follows:
Project amount (yuan)
As of December 31, 2020, the balance of the raised funds account was 105297616442
Plus: accumulated interest on deposit minus service charge 889965489
Received the investment income of using idle raised funds to invest in financial products 0
Less: permanent replenishment of working capital with raised funds 64734428325
At the end of the period, the purchase amount of financial products invested with idle raised funds was 0
As of December 31, 2021, the balance of the raised funds account was 41453153606
(3) Change of investment projects with raised funds
On December 28, 2020, the sixth meeting of the 10th board of directors and the third meeting of the 10th board of supervisors deliberated and adopted the proposal on changing the purpose of some raised funds for permanent replenishment of working capital. Agree to invest the terminated raised funds in the project
