Zhongtian Guofu Securities Co., Ltd
About Joyvio Food Co.Ltd(300268)
Verification opinions of internal control evaluation report in 2021
Zhongtian Guofu Securities Co., Ltd. (hereinafter referred to as “Zhongtian Guofu”) as the continuous supervision organization of Joyvio Food Co.Ltd(300268) (hereinafter referred to as ” Joyvio Food Co.Ltd(300268) “, “listed company” and “company”) to issue shares to specific objects in 2020, in accordance with the relevant provisions of the measures for the administration of securities issuance and listing recommendation business, the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange and so on, Prudently checked the internal control system of 3 Longzhou Group Co.Ltd(002682) 021, as follows:
1、 Internal control evaluation
(I) evaluation scope of internal control
Listed companies shall determine the main units, businesses and matters included in the evaluation scope and high-risk areas in accordance with the risk oriented principle. The main units included in the evaluation scope include the company’s headquarters and subsidiaries. The units included in the evaluation scope account for 100% of the total assets in the consolidated financial statements of the listed company, and the total operating revenue accounts for 100% of the total operating revenue in the consolidated financial statements.
The main operations and matters included in the scope of evaluation include:
Corporate level: governance structure, organizational structure, human resources, social responsibility, corporate culture, information and communication, internal supervision, etc.
Business level: financial report and information disclosure, capital activities, procurement business, sales business, inventory and warehousing business, guarantee business, comprehensive budget, contract management, internal information transmission, information system, etc. The high-risk areas of focus mainly include financial report and information disclosure, fund management, procurement business, sales business, subsidiary management, inventory and warehousing business, foreign investment and financing, etc.
The high-risk areas of focus mainly include: the management of subsidiaries, the internal control of related party transactions, the internal control of major investments, the internal control of external guarantees and other matters.
The above units, businesses and matters included in the evaluation scope and high-risk areas cover the main aspects of the operation and management of listed companies, and there are no major omissions.
1. Internal environment
(1) Governance structure
In accordance with the provisions of the company law, the securities law and other relevant laws and regulations, on the basis of the separation of the ownership of investors and the property rights of legal persons, the company has formed an enterprise organization system and enterprise operation mechanism of decentralization and balance of shareholders’ meeting, board of directors, board of supervisors and management, and established a relatively perfect corporate governance structure. All parties operate independently, restrict each other, perform their duties and have clear rights and responsibilities, strive to safeguard the interests of the listed company and all shareholders, and ensure the stable, healthy and sustainable development of the company. At the same time, under the framework of the articles of association, the company has established corresponding rules of procedure of the general meeting of shareholders, rules of procedure of the board of directors, rules of procedure of the board of supervisors, working rules of the general manager, etc., clarifying the scope of authorization, ways and procedures of exercising power.
1) General meeting of shareholders
The general meeting of shareholders is the highest authority of the company, which enjoys the legal rights stipulated in laws and regulations and the articles of association of the company, and exercises the voting rights on major matters such as business policies, financing, investment, profit distribution and so on.
The company holds the general meeting of shareholders in strict accordance with the requirements of the rules of procedure of the general meeting of shareholders to ensure that shareholders can participate in the general meeting of shareholders and exercise their voting rights; Ensure that all shareholders, especially minority shareholders, enjoy equal rights and fully exercise their rights;
2) Directors and board of directors
The board of directors is the decision-making management body of the company, which is responsible for the general meeting of shareholders and exercises the business decision-making power of the enterprise according to law. The board of directors of the company has four special committees: strategy, audit, nomination, remuneration and assessment, which have set up a standardized personnel structure and formulated corresponding implementation rules according to law.
The company elects directors in strict accordance with the procedures stipulated in the articles of Association; The number and personnel structure of the company’s board of directors meet the requirements of laws and regulations; The number of independent directors employed has met the requirements of the CSRC to reach one-third of the members of the board of directors, and the professional composition of independent directors is reasonable. The company has established the rules of procedure of the board of directors, so that all directors can attend the board of directors with a serious and responsible attitude and fully perform their obligations and responsibilities as directors.
The establishment of various director systems of the company provides a strong guarantee for the company to determine the development plan, improve the investment decision-making procedures, strengthen the scientificity of decision-making, improve the efficiency and quality of major investment decisions, establish and improve the salary management and assessment system for senior executives, strengthen the decision-making and supervision functions of the board of directors, and further improve the governance structure of the company.
3) Supervisors and board of supervisors
The board of supervisors is the supervisory body of the company, which is responsible for the general meeting of shareholders and supervises the directors and management of the enterprise to perform their duties according to law.
The number and personnel composition of the company’s board of supervisors meet the requirements of laws and regulations. The company has established the rules of procedure of the board of supervisors. Supervisors can earnestly perform their duties, be responsible to the general meeting of shareholders, and supervise and inspect the company’s finance and the legitimacy of the performance of duties by the company’s directors, general manager and other senior managers.
4) Management
The management is responsible for organizing the implementation of the resolutions of the general meeting of shareholders and the board of directors, formulating and implementing the internal control system, and ensuring the normal operation of the company’s production, operation and management by regulating and supervising the standardized exercise of functions and powers of various functional departments.
(2) Organizational structure
The internal institutions set up by the company include: overseas financial operation center, financial management center, securities affairs department, brand market center, it center, legal risk control center, human administration center, internal audit and compliance center and other functional departments and business departments. By reasonably dividing the responsibilities of each department and post, and implementing the principle of separation of incompatible positions, a mechanism of clear division of labor, mutual cooperation and mutual checks and balances is formed between each department, which ensures the orderly and healthy operation of the company’s production and operation activities and the realization of control objectives.
(3) Human resources policy
The company has formulated human resources policies conducive to the sustainable development of the enterprise, including: employment, training, dismissal and resignation of employees; Salary, assessment, promotion, reward and punishment of employees; The company also carries out various forms of follow-up training and education for different posts according to the needs of actual work, so that employees can be competent for their jobs. (4) Corporate culture
The company takes human resources development and corporate culture as the important development power of the company, attaches great importance to the construction of talent team, fully respects, understands and cares about employees, implements employees’ career planning, shapes employees into professional talents through scientific training, and adheres to the common growth and development of the enterprise and employees.
The company implements the full staff labor contract system, formulates a systematic human resource management system, makes detailed provisions on personnel employment, employee training, salary, welfare guarantee, performance appraisal, internal transfer and job promotion, and establishes a perfect performance appraisal system.
2. Risk assessment
According to the company’s strategic objectives and development plan, and in combination with the characteristics of the industry, a systematic and effective risk assessment system has been established: for the internal and external risks of various businesses, such as business risk, financial risk and market risk, risk event identification, risk analysis and risk assessment are carried out through the key links that have a significant impact on financial and business objectives, major business processes are sorted out and key business units are determined, Design key control activities and set control objectives.
According to the set control objectives, relevant functional departments are responsible for the collection and analysis of relevant information. The management of the company regularly convenes the heads of various functional departments and the heads of holding subsidiaries to participate in office meetings, carry out risk identification and risk assessment, and timely take corresponding measures according to the assessment results to achieve risk control. The company’s internal audit and other relevant departments continuously evaluate and track the implementation of key control activities.
3. Control activities
Main control measures of listed companies:
(1) Financial internal control
Financial internal control has an important and direct impact on the realization of the company’s financial management objectives and the protection of the company’s property safety. The company has established the company’s financial management system based on the accounting law, the company law, the accounting standards for business enterprises and other laws and regulations, combined with the specific situation of the company, according to the industry environment and its own business characteristics. Under the leadership of the general manager and chief financial officer of the company, the financial management center of the company effectively controls the vouchers and records generated in various links such as procurement, sales and capital, ensures the application of computerized accounting and the formulation and effective implementation of relevant systems, and ensures the accuracy and reliability of accounting vouchers and records.
In 2021, the company comprehensively and systematically sorted out various internal control systems of the company, including the establishment and updating of internal control systems in important links and key fields such as audit regulations, internal control management, contract management, seal and license management, budget, accounts receivable, inventory and other financial management, related party transactions, external guarantee, rules of procedure of the third session of the board of directors and so on. All departments and subordinate companies comprehensively sort out the existing business approval processes, collect and sort out the suggestions of all parties, optimize, add and abolish all kinds of approval matters and processes for the purpose of serving the company’s focus on business, improving approval efficiency, clarifying responsibilities and authorities and strengthening internal control, grasp the key approval nodes and key risk factors, and further build a management and control system with clear rights and responsibilities, focused and efficient operation. In addition, the company’s financial management center regularly holds internal summary training activities to timely summarize and review the problems encountered in daily work, so as to further improve the effectiveness of internal control.
The company’s internal financial control focuses on the following contents:
1) Establish an effective financial accounting system, formulate reasonable and compliant accounting policies and accounting estimates, design unified accounting subjects and accounting statements, standardize the company’s accounting and ensure the authenticity and accuracy of accounting data. 2) Clarify the responsibilities and division of labor of the post. Incompatible posts shall not be held by the same person.
3) Implement strict authorization system and financial revenue and expenditure approval system. Including: clarifying the scope of authority, approval procedures and corresponding responsibilities of each post in handling business and matters; Financial revenue and expenditure examination and approval personnel and examination and approval authority; Financial revenue and expenditure approval procedures; Responsibilities of financial revenue and expenditure approvers.
4) Formulate various expense reimbursement standards and accounting processing procedures.
5) Implement the property inventory system, regularly inventory various assets, strengthen the management of cash and bank deposits, and ensure the safety of the company’s property.
6) Strengthen the management of seal use, bill collection and accounting archives.
7) Strengthen accounting supervision and implement an audit system for original vouchers, bookkeeping vouchers, accounting books, financial statements and other materials.
8) Regularly carry out professional training for accountants to improve their professional level. The financial management center of the company will organize monthly analysis meetings every month, organize the financial personnel of the company and its subsidiaries to summarize and analyze the problems encountered in their daily work, and invite professionals of audit institutions to explain the latest changes of accounting standards.
(2) Operation analysis control
The company has established an operation analysis system. The management timely and comprehensively uses the information of production, purchase and sales, investment, financing and finance, and regularly carries out operation analysis through factor analysis, comparative analysis, trend analysis and other methods to find out the existing problems, find out the causes and improve them in time.
(3) Performance appraisal control
The company has established and implemented a performance appraisal system to conduct regular appraisal and objective evaluation on the performance of all responsible units and all employees within the enterprise, and take the evaluation results as the basis for determining employees’ salary, job promotion, evaluation, demotion, job transfer, dismissal, etc.
Key control activities of listed companies:
(1) Capital operation and management
1) Monetary Fund Management
The company strictly manages the receipt and payment of funds, so as to achieve the separation of fund revenue and expenditure handling and bookkeeping posts; Separate the handling and review of fund revenue and expenditure; The safekeeping of cheques shall be separated from the safekeeping of the special financial seal and the name seal of the person in charge for withdrawing funds. Regularly or irregularly check the monetary capital and bank reconciliation to ensure that the cash book balance is consistent with the actual inventory. Effectively ensure the safe use of the company’s monetary funds during the reporting period and improve the use efficiency of monetary funds.
2) Budget management
In order to promote the implementation of the company’s strategic plan and annual business plan, optimize the company’s resource allocation, improve resource utilization efficiency, control enterprise business risks and improve enterprise management level. The company has implemented budget management in accordance with the guidance on the implementation of financial budget management by enterprises issued by the Ministry of Finance and in combination with the actual situation of the company. The company’s annual budget preparation adopts the procedure of hierarchical preparation and level by level summary. The budget management system of unified planning and hierarchical management shall be implemented for the budget.
At the end of each quarter, it will follow up the budget achievement in real time, feed back the problems in the budget implementation process, make rolling prediction, effectively adjust the rationality of the budget amount, and assess the achievement performance of each department according to the budget achievement.
(2) Procurement and payment management
The company has reasonably planned and established institutions and posts for procurement and payment business. The purchase requisition, approval, purchase and acceptance procedures of inventory are clarified. The payment of accounts payable and prepayments can only be handled after the relevant procedures are complete. The company has no major defects in the control of procurement and payment.
(3) Sales and collection management
The company reasonably formulates sales policies, comprehensively and fully investigates customers’ credit, and strengthens customers’ credit management; Clarify the signing, approval procedures and delivery procedures of sales contracts, and improve the sales service guarantee system; Strengthen the management requirements on the recognition conditions of sales revenue and the collection management of accounts receivable. As the company strictly implements the relevant requirements of the system, it effectively ensures the safety of the company’s accounts receivable in 2021.
(4) Production process and cost control
1) Production and quality management
The company has defined the responsibilities of the company’s marketing department, production department, production units and other relevant parties, strengthened the management of production and quality, and strictly implemented the relevant assessment system. It ensures that the company can deliver products to customers on time, according to quality and quantity, and prevents all kinds of errors and fraud in the process of production management.
2) Cost management
The company has established a cost and expense control system and a comprehensive budget system. The full-time personnel of the financial and accounting department calculate the cost and expense, and clarify the rights and responsibilities of the cost and expense expenditure and approval, cost and expense expenditure and accounting records.
3) Inventory and warehouse management
The company has established a post responsibility system for physical asset management, which can control the key links such as acceptance and warehousing, receiving and issuing, storage and disposal of physical assets, and has taken measures such as division of responsibilities, regular physical inventory, property records, account and actual verification, property insurance and so on.
(5) Asset operation and management
For the purchase of assets, the demand department shall submit a purchase application or purchase according to the investment plan approved by the company. The purchase application and purchase shall be approved level by level. Conduct regular inventory of fixed assets, analyze the causes of inventory differences, and conduct accounting treatment to ensure the consistency between accounts and facts. By strengthening the daily management of fixed assets, the safety and integrity of fixed assets are ensured, the rational and effective utilization of fixed assets is ensured, and they are in good operation state. (6) Foreign investment management
The company has formulated relevant systems to determine the examination and approval authority for foreign investment, acquisition and sale of assets, foreign guarantee, related party transactions and other matters, and established strict rules and regulations
