Zhuhai Huajin Capital Co.Ltd(000532)
Internal control evaluation report in 2021
Zhuhai Huajin Capital Co.Ltd(000532) all shareholders:
According to the basic norms of enterprise internal control and relevant internal control guidelines and regulatory requirements (hereinafter referred to as the “enterprise internal control standard system”), combined with Zhuhai Huajin Capital Co.Ltd(000532) (hereinafter referred to as the “company”) internal control work system and evaluation methods, on the basis of daily and special supervision of internal control, Evaluated the effectiveness of the company’s internal control on December 31, 2021 (benchmark date of internal control evaluation report). The specific reports are as follows:
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 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 realize 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 the actual situation 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 in the company’s internal control over financial reporting, as of the benchmark date of the internal control evaluation report, there are no major defects and major defects in the internal control over financial reporting. 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 in the company’s internal control over non-financial reports, as of the benchmark date of the internal control evaluation report, the company has not found any major defects or important defects in the internal control over non-financial reports.
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.
3、 Internal control evaluation
(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: the headquarters of the company, Zhuhai Lihe Investment Co., Ltd., Zhuhai Lihe Huaqing Venture Capital Co., Ltd., Zhuhai Huajin Shengying No. 3 equity investment fund partnership (limited partnership), Zhuhai Huaguan Technology Co., Ltd., Zhuhai Huashi Medical Technology Holding Co., Ltd., Zhuhai Huashi medical device Co., Ltd., Zhuhai Huashi Medical Equipment Co., Ltd Zhuhai Huaguan capacitor Co., Ltd., Zhuhai Lihe environmental protection Co., Ltd., Beijing Zhongtuo Baichuan Investment Co., Ltd., Dongying Zhongtuo water purification Co., Ltd., Zhuhai Huaying Investment Co., Ltd., Zhuhai Lihe Huajin Investment Management Co., Ltd., Zhuhai Huajin Zhihui Bay Venture Capital Co., Ltd., Zhuhai Huajin chuangying No. 1 equity investment fund partnership (limited partnership) Zhuhai Huaying preferred investment partnership (limited partnership), Zhuhai Huajin chuangying No. 5 equity investment fund partnership (limited partnership), Shanghai Yingpu Biotechnology Development Center (limited partnership), Zhuhai Huajin Capital Co.Ltd(000532) (International) Co., Ltd., Huajin Dongfang No. 1 Fund Management Co., Ltd., acuea capital LLC, Zhuhai Huajin Innovation Investment Co., Ltd., Zhuhai Huajin lingchuang Fund Management Co., Ltd Zhuhai Huajin Linghui Investment Management Co., Ltd., Zhuhai Huajin Lingsheng Fund Management Co., Ltd., Zhuhai Xiangzhou Huajin venture capital fund management Co., Ltd., Zhuhai Huajin Huiyuan Investment Management Co., Ltd., Zhuhai Huajin Huiyuan investment management enterprise (limited partnership), Zhuhai Huajin Zhixing Investment Management Co., Ltd., Shenzhen Huajin lingxu equity investment fund Management Co., Ltd., Zhuhai Huajin Asset Management Co., Ltd Zhuhai Huajin Hengsheng Investment Co., Ltd. and Zhuhai Huajin Credit Suisse Fund Management 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
The company has formulated the articles of association in accordance with relevant national laws and regulations and established a governance structure composed of the general meeting of shareholders, the board of directors, the board of supervisors and the management.
The general meeting of shareholders is the highest authority of the company, which decides the company’s major business policies and investment plans, and deliberates and approves the reports of the board of directors and the board of supervisors.
The board of directors is responsible to the general meeting of shareholders, exercises the company’s business decision-making power according to law, and has four special committees: Strategy Committee, nomination committee, audit committee and salary and assessment committee.
The board of supervisors is responsible for inspecting the company’s financial and operating conditions, supervising the actions of the board of directors and the management, and exercising the right to supervise the company’s major production and operation activities.
The management of the company is elected by the board of directors and is responsible to the board of directors. The president leads the management of the company to preside over the daily operation and management of the company within the scope authorized by the board of directors.
In accordance with the requirements of relevant normative documents of laws and regulations such as the company law, the guidelines for the governance of listed companies and the guidelines for the articles of association of listed companies, the company has established rules of procedure for the general meeting of shareholders, the board of directors, the board of supervisors and the president’s office meeting, as well as working rules of special committees of the board of directors, defined their responsibilities and authorities, and ensured the legal operation and scientific decision-making of the general meeting of shareholders, the board of directors and the board of supervisors. The company has fulfilled the corresponding procedures and information disclosure obligations in accordance with the relevant provisions of the company and listed companies in respect of foreign investment, purchase or sale of assets, related party transactions, major contracts and other major matters.
According to the business objectives, functions and regulatory requirements, the company reasonably sets the internal organizational structure of the company, strictly divides the responsibilities of various functional departments, and separates incompatible posts to prevent errors or fraud. At present, the company has set up strategic operation Department, President’s office, financial management department, risk control legal department, human resources department, securities affairs department, audit and supervision department, fund management department, investment management department, overseas business department, industry and market research department and other functional departments. The subordinate holding subsidiaries have also reasonably set up corresponding functional departments according to the company’s control system. Each department performs its own duties, assumes its own responsibilities and restricts each other Mutual coordination ensures the orderly progress of the company’s production and operation activities.
2. Development strategy
Based on the analysis of the development trend, risks and changes in the macroeconomic situation of the industry, the company has formulated the medium and long-term development plan and revised it in a timely and reasonable manner. The company formulates the investment plan according to the development plan.
3. Human resources
The company attaches importance to the construction of human resources, establishes and implements a relatively perfect human resources management mechanism, and formulates and implements the measures for the management of employee relations, the measures for the management of personnel files, the salary management system, the measures for the management of organizational performance, the measures for the management of employee performance appraisal, the measures for the management of attendance and leave, the measures for the management of training, the measures for the management of recruitment and the measures for the management of post red line Regulations on the introduction, development, use, training, assessment, incentive and withdrawal of employees are stipulated in the measures for the management of interns and the measures for the management of regular employment assessment during the probation period.
The subordinate holding subsidiaries have also established corresponding overall human resources planning and management systems according to their actual conditions, or implemented with reference to the provisions of the company’s relevant human resources mechanisms and systems.
4. Social responsibility
The company and its holding subsidiaries attach importance to the performance of social responsibility, and perform the company’s responsibilities in terms of safety production, product quality, environmental protection and resource conservation, employment promotion and employee rights and interests protection in strict accordance with the provisions of relevant laws and regulations, so as to realize the healthy and harmonious development of the company and employees, society and environment.
5. Corporate culture
The company is committed to building a national leading comprehensive industrial investment platform and shoulders the mission of promoting the healthy development of emerging industries through the integration of capital and industrial resources; In the process of development, the company has gradually formed the values of innovation, focus, integrity and win-win; By building a learning organization, building a growth stage, building an international team, implementing market-oriented incentives and other corporate culture with the characteristics of the company, we continue to attract outstanding talents, which provides the driving force and source for the company to improve its competitiveness and achieve the sustained and stable growth of business performance.
The company’s publicity of corporate culture enables employees to deeply understand the connotation and significance of corporate culture; Enable employees to timely understand the dynamics of the company and the industry, enhance employees’ collective sense of honor and enhance the cohesion of the company. The company actively organizes rich and colorful cultural and sports activities, social activities, technical research, training visits, etc., so as to enhance employees’ sense of belonging and stimulate employees’ working enthusiasm.
The company has formulated the complaint reporting and whistleblower protection system, internal audit system and other relevant regulations, implemented the internal anti fraud complaint reporting mechanism, mobilized the enthusiasm of internal employees to fight corruption and safeguard the legitimate interests of the company, and established a corporate culture of integrity and discipline.
6. Financial activities
(1) Working capital management
The company has always attached importance to the management of funds. Through the formulation of major capital transaction control system, financial product management system, financial reimbursement and payment approval system, financial management system and other systems, the company has strictly standardized the collection and payment conditions, procedures and approval authority of funds, and clearly stipulated the expense reimbursement process, reimbursement time limit, reimbursement standard, approval authority and original bill pasting standard of the company, Improved the company’s capital payment operation process and improved the capital operation efficiency. The subordinate holding subsidiaries have also established corresponding working capital management systems according to their actual conditions, and implemented them in strict accordance with the relevant provisions of the management measures for industrial subsidiaries and the financial reimbursement and payment system for investment business subsidiaries issued by the company.
(2) Financing management
The company has established and implemented a relatively perfect fund-raising management mechanism to fully estimate the fund-raising cost and potential risks; We formulated and implemented the financial management system and the management and use system of raised funds, strictly standardized the approval authority of fund-raising activities, and made clear provisions on the collection, use, management and supervision of raised funds. The subordinate holding subsidiaries shall implement in accordance with the company’s fund-raising management mechanism, the management measures for industrial subsidiaries and the financial reimbursement and payment system for investment business subsidiaries.
(3) Investment management
The company has formulated and implemented the management system for foreign investment, the management measures for post evaluation of investment projects and other systems, reasonably arranged the capital investment structure according to the investment objectives and plans, scientifically determined the investment projects and formulated the investment scheme, weighed the benefits and risks of the investment projects, and paid attention to post investment management and accountability; A fund management department has been established, which is mainly responsible for coordinating the management of fund-raising, establishment, operation and liquidation of the company, broadening fund-raising channels and establishing and maintaining good investor relations; A risk control legal department has been established, which is mainly responsible for formulating the overall objectives of the company’s risk management, process management and risk early warning of investment decisions, investment risks and business processes, providing legal suggestions for the company’s management decisions, and reviewing various legal documents; An investment management department has been established, which is mainly responsible for the overall planning of the company’s investment and operation management and post investment empowerment management; An industry and Market Research Department has been established, which is mainly responsible for cooperating with the exploration and excavation of the company’s industry investment direction, assisting in clarifying the key investment industry fields, promoting research to promote investment, and building a complete industry research standard system to provide support for the company’s investment decision-making; It has set up strategic operation Department, financial management department, human resources department, audit and supervision department and other middle and back office departments to provide other relevant management support for the company’s investment business.
The wholly-owned subsidiary Zhuhai Huajin Innovation Investment Co., Ltd. and its participating and holding fund management companies mainly carry out equity investment business, establish an investment business department, set up investment decision-making bodies such as project approval committee, core Committee, investment decision-making committee and post investment major matters decision-making committee, and formulate and implement the measures for the management of investment business and the measures for the management of post investment of investment business The working rules of the investment business initiation Committee, the working rules of the investment business kernel Committee, the working rules of the investment business decision-making committee and the working rules of the post investment major matters decision-making committee have established a perfect internal control mechanism for the whole process from investment to exit, such as the screening, initiation, due diligence, risk control and compliance, investment decision-making and authority, implementation, post investment management and exit of equity investment projects, Ensure the objective evaluation of the risks and benefits of equity investment business, make collective decisions on the proposed projects, and form a virtuous circle of project development, reserve, post investment management and orderly exit.
The subordinate holding industrial subsidiaries have also established corresponding investment management systems according to their actual conditions and implemented in accordance with the relevant provisions of the measures for the administration of industrial subsidiaries issued by the company.
7. Procurement business
In order to promote reasonable procurement and meet the needs of production and operation, the company has formulated and implemented the non engineering procurement management system, guidelines for the selection and employment of intermediaries, Interim Measures for the management of alternative libraries of intermediaries, office computer management measures, budget management system, financial reimbursement payment approval system, financial management system and other systems to clarify the purchase requisition, approval, purchase, acceptance Responsibilities and approval authority of payment and other links. The separation mechanism of incompatible post responsibilities between procurement and payment business has been established to ensure the separation, restriction and supervision of incompatible posts. The subordinate holding subsidiaries have also established corresponding budget, procurement, payment, return and supplier management systems according to their actual conditions, and implemented them in accordance with the relevant provisions of the management measures for industrial subsidiaries and the financial reimbursement and payment system for investment business subsidiaries issued by the company.
8. Asset management
The company and its holding subsidiaries have established a relatively perfect asset management system in accordance with the relevant national laws and regulations, defined the work processes and Implementation Rules for the purchase, use, maintenance, mortgage, insurance and disposal of assets, and strictly restricted the contact and disposal of property by unauthorized personnel; Establish an asset registration system, clarify the responsible person, conduct regular inventory of assets, ensure the consistency between accounts and facts, reduce the loss of asset disposal and ensure the safety of the company’s assets. The company has established the post responsibility system for inventory and fixed assets, defined the responsibilities and authorities of relevant departments and posts, and ensured the separation, restriction and supervision of incompatible Posts handling inventory and fixed assets business.
The company attaches importance to the management of intangible assets. In order to protect the safety and maintain the value of intangible assets and improve the use efficiency of intangible assets, the company has regulated the purchase, acceptance, daily management and disposal of intangible assets
