Sinolink Securities Co.Ltd(600109)
About Hangzhou Dadi Haiyang Environmental Protection Co.Ltd(301068)
Verification opinions on self-evaluation report of internal control in 2021
In accordance with the requirements of relevant laws, regulations and normative documents such as the basic norms of enterprise internal control, the measures for the administration of securities issuance and listing recommendation business, the guidelines for information disclosure of listed companies of Shenzhen Stock Exchange No. 6 - recommendation business, Sinolink Securities Co.Ltd(600109) (hereinafter referred to as " Sinolink Securities Co.Ltd(600109) " or "sponsor") as the sponsor of Hangzhou Dadi Haiyang Environmental Protection Co.Ltd(301068) (hereinafter referred to as " Hangzhou Dadi Haiyang Environmental Protection Co.Ltd(301068) " or "company") for initial public offering of shares and listing on GEM, checked the self evaluation report on internal control in Hangzhou Dadi Haiyang Environmental Protection Co.Ltd(301068) 2021 (hereinafter referred to as "evaluation report"), and the specific circumstances are as follows: I. evaluation conclusion of internal control
According to the identification of major defects in the company's internal control over financial reporting, there were no major defects in the internal control over financial reporting on the benchmark date of the internal control evaluation report. 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, 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.
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.
2、 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 Hangzhou Dadi Haiyang Environmental Protection Co.Ltd(301068) and Zhejiang Shengtang Environmental Protection Technology Co., Ltd., a wholly-owned subsidiary. 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. Internal environment
(1) Governance structure
In accordance with the company law, the articles of association and other relevant laws and regulations, the company has established a corporate governance structure of "three meetings and one layer" of the general meeting of shareholders, the board of directors, the board of supervisors and the management, and formulated the rules of procedure and working rules of each meeting. The board of directors shall be responsible to the general meeting of shareholders and exercise the company's business decision-making power according to law; The board of supervisors shall be responsible to the general meeting of shareholders and supervise the directors, general manager and other senior managers of the company to perform their duties according to law; The board of directors is responsible for the implementation of the resolutions of the general meeting of shareholders and the management of the enterprise. The three committees and the first floor perform their respective duties, coordinate, restrict and standardize the operation. Among them, the board of directors has four special committees: Strategy Committee, audit committee, nomination committee and salary and assessment committee. The above-mentioned institutions have rules of procedure or working system corresponding to their functions to regulate their authority and responsibilities. The company has established and improved the corporate governance structure of the company. Clarify the responsibilities and authorities in decision-making, implementation and supervision, and form a scientific and effective division of responsibilities and check and balance mechanism to ensure the standardized operation of the company's management.
(2) Organizational structure of the company
The company has established the general meeting of shareholders, the board of directors, the board of supervisors, the general manager and other organizations in accordance with the provisions of the company law and the articles of association. The general meeting of shareholders is the authority of the company. The organizational structure of the company is as follows:
Each functional department has a clear division of labor, mutual coordination, mutual supervision and mutual restriction. An appropriate level of reporting system is established, which optimizes the allocation of resources, improves work efficiency and forms an overall sense of control.
(3) Human resources policy and Practice
Talent is the key to enterprise development. The company has established a human resources department. According to relevant national laws and regulations and combined with the actual situation of the company, the company has formulated the labor and personnel management system, which makes comprehensive provisions on attendance system, work discipline, labor relations, employee induction management, employee training management, salary and welfare, and standardizes the labor relations and personnel management of the company. The company implements the full staff labor contract system, and strictly controls the recruitment and selection of talents by standardizing the recruitment standards to ensure the employment of excellent talents; Regular training for new employees and on-the-job employees, strengthening employee training, paying attention to assessment, clarifying the path of employee promotion and transfer, effectively protecting the legitimate rights and interests of employees and helping their career development.
The company respects every employee, encourages innovation, advocates integrity, advocates unity, friendship, harmony and mutual help, and establishes a harmonious working environment.
(4) Corporate culture
The company advocates the values of innovation, integrity, contribution and sharing, and actively conveys the company's values and corporate culture to employees: the pursuit of excellence and quality-oriented; Fairness and justice, performance first; Proactive service, customer first; Simple, open and responsible; Team trust and grow together. The company is committed to becoming a modern enterprise with first-class talent team and high cohesion.
(5) Internal audit
The company has set up an audit department and equipped with full-time auditors. The audit department is directly responsible to the audit committee. Under the guidance of the audit committee, it audits and supervises the establishment and implementation of the company's internal control system, the company's operation and financial situation, and independently exercises the power of audit supervision.
(6) Social responsibility
In order to ensure the sustainable and long-term development of the company, the company has actively fulfilled its social responsibilities and formulated and implemented a series of policies and measures in terms of safe production, environmental protection, protection of shareholders' rights and interests, care for employees and giving back to the society. The company has always attached importance to the protection of employees' production environment and the improvement of their living conditions.
2. Risk assessment
According to the strategic objectives and development ideas, combined with the characteristics of the industry, the company has established a more systematic and effective risk assessment system. The company continuously and effectively identifies and evaluates the possible risks arising from the possible changes in the regulatory and business environment, the addition of new employees, the use of new information systems, or the upgrading of the original systems, the rapid development of business, new technologies, new accounting standards, etc., and timely formulates corresponding risk response measures.
3. Control measures
In order to ensure the realization of various objectives, the company has established relevant control procedures, mainly including: transaction authorization control, responsibility division control, voucher and record control, asset contact and record use control, independent inspection control, electronic information system control, etc.
(1) Transaction authorization control: it defines the scope, authority, procedures, responsibilities and other relevant contents of authorization and approval. The management at all levels within the unit must exercise corresponding functions and powers within the scope of authorization, and the handling personnel must also handle economic business within the scope of authorization.
(2) Control of responsibility division: reasonably set the division of labor, scientifically divide the responsibilities and authorities, implement the principle of separation of incompatible positions and each person's work can automatically check the work of another person or more people, and form a mutual check and balance mechanism. Incompatible positions mainly include: authorization approval and business handling, business handling and accounting records, accounting records and property custody, business handling and business audit, authorization approval and supervision and inspection, etc.
(3) Voucher and record control: the voucher circulation procedure has been reasonably formulated. The operating personnel can prepare relevant vouchers in time when executing transactions. The prepared vouchers are sent to the accounting department in time for recording, and the registered vouchers are filed in order. Various transactions must be recorded (e.g. employee salary records, sales invoices, etc.), and the records must be compared with the corresponding entries independently.
(4) Control of asset contact and use of records: strictly restrict the direct contact of unauthorized personnel with property, and take measures such as regular inventory, property records, account verification and property insurance to ensure the safety and integrity of all kinds of property.
(5) Independent inspection and control: the company sets up a special internal audit department to review and assess monetary funds, securities, vouchers and account books, material procurement, payment, salary management, etc.
(6) Electronic information system control: the company has formulated a relatively strict electronic information system control system, and has done more work in the development and maintenance of electronic information system, data input and output, document storage and safekeeping, etc.
(II) basis of internal control evaluation and identification standard of internal control defects
The company organizes and carries out internal control evaluation in accordance with the relevant provisions of the enterprise's internal control standard system and its supporting guidelines and in combination with the actual situation of the company.
The board of directors of the company distinguished the internal control of financial report from the internal control of non-financial report according to the identification requirements for major defects, important defects and general defects of the enterprise internal control standard system, combined with the factors such as the company's size, industry characteristics, risk preference and risk tolerance, and studied and determined the specific identification standards of internal control defects applicable to the company, which are consistent with the previous years. The identification standards of internal control defects determined by the company are as follows:
Defect identification standard
Category financial report non-financial Report
The qualitative standard has the following characteristics as major defects: ① the company has the following characteristics as major defects: ① operating activities correct the published financial report; ② The company's directors have seriously violated national laws and regulations; ② The fraud of decision-makers, supervisors and senior managers, major mistakes in the procedures, and the continuous operation of the company was punished; ③ What the certified public accountant found but was not seriously challenged by the company; ③ Serious loss of senior managers and core technicians; ④ Lack of institutional control over important business
The system or system in the current financial report identified by internal control is invalid, and there is a lack of effective compensation measures for material misstatement; ④ Significant or important lack of internal control; ⑤ The result of internal control evaluation is that major defects have not been rectified; ⑤ The company's audit committee and have not been rectified; ⑥ Other internal audit institutions that have a significant impact on the company have no effect on the supervision of internal control. Negative impact
Those with the following characteristics are important defects: ① those without the following characteristics are important defects: ① general errors in the selection and application of accounting procedures according to generally accepted accounting standards in the decision-making process; ② Personnel flow policy for key business posts; ② Failure to establish anti fraud procedures and serious control measures; ③ Important business system control or system storage and implementation; ③ Control the important defects in the process of financial reporting at the end of the period; ④ The evaluation results of internal control are specially formulated. If one or more defects are unreasonable, it is an important defect that has not been rectified.
To ensure that the prepared financial statements are true and accurate, those with the following characteristics are general defects: ① the goal of the decision-making process; ④ The efficiency of audit committee and internal audit mechanism is not high; ② The loss of personnel in general business posts has important defects in the supervision of internal control. Serious; ③ Defects in general business system; ④ 1. General defects refer to those major defects or serious general defects that have not been rectified.
Other internal control defects other than defects shall be.
Quantitative standard the quantitative standard takes the total assets, total revenue and the total profit of non-financial reporting internal control defects determined by the company as the measurement indicators. The quantitative standard of evaluation is consistent with the evaluation standard of reporting internal control defects when the amount of misstatement in the balance sheet is greater than or equal to that determined by the company. For details, please refer to 5% of the total assets on the left or the side with the largest amount of misstatement in the income statement.
Equal to or equal to 5% of the total income, or the income statement is wrong
When the reported amount is greater than or equal to 5% of the total profit,
It is recognized as a major defect;
When the amount of misstatement in the balance sheet is greater than or equal to
2% of total assets but less than 5%, or profit
The amount of misstatement in the statement is greater than or equal to the total income
2%, but less than 5%, or the amount of misstatement in the income statement is large
At or equal to 2% of the total profit, but less than
5%, it is recognized as an important defect;
When the amount of misstatement in the balance sheet is less than the total assets
2% of the income statement, or the amount of misstatement in the income statement is less than the income
The total amount of the profit statement or the amount of the misstatement is less than 2%
2% of the total profit, it is recognized as a general defect.
(III) identification and rectification of internal control defects
1. Identification and rectification of internal control defects in financial reporting
According to the above identification standards of internal control defects in financial reports, the company has no major defects in internal control over financial reports 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.
3、 Verification opinions of the recommendation institution
During the period of continuous supervision in 2021, the sponsor representatives mainly through: (1) consulting the meeting materials of the company's "three meetings"; (2) Consult the company's business, management system and internal control system; (3) Investigate the internal audit work; (4) Investigate the employment and part-time work of directors, supervisors and senior managers; (5) Communicate with directors, supervisors and senior managers; (6) Inspect the operation and implementation of internal control on site, and verify the compliance and effectiveness of Hangzhou Dadi Haiyang Environmental Protection Co.Ltd(301068) internal control from the aspects of internal control environment, establishment and implementation of internal control system and supervision of internal control.
Sinolink Securities Co.Ltd(600109) believes that: Hangzhou Dadi Haiyang Environmental Protection Co.Ltd(301068) has a relatively sound corporate governance structure, and the existing internal control system and implementation meet the requirements of relevant laws, regulations and rules, such as the basic norms of enterprise internal control and the guidelines for self discipline supervision of listed companies on Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on GEM Hangzhou Dadi Haiyang Environmental Protection Co.Ltd(301068) has maintained effective internal control in all major aspects of business operation and management, and Hangzhou Dadi Haiyang Environmental Protection Co.Ltd(301068) has prepared the self-evaluation report on internal control
