Citic Securities Company Limited(600030)
About Beijing Originwater Technology Co.Ltd(300070)
Verification opinions on self-evaluation report of internal control in 2021
Citic Securities Company Limited(600030) (hereinafter referred to as ” Citic Securities Company Limited(600030) ” and “sponsor”) as the sponsor of Beijing Originwater Technology Co.Ltd(300070) (hereinafter referred to as ” Beijing Originwater Technology Co.Ltd(300070) ” and “the company”) to issue A-Shares to specific objects, In accordance with the provisions of relevant laws, regulations and normative documents such as 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. 13 – recommendation business, and the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of listed companies on the gem, The verification opinions on the self evaluation report of internal control in Beijing Originwater Technology Co.Ltd(300070) 2021 (hereinafter referred to as the “internal control evaluation report”) have been verified. The verification opinions on the internal control evaluation report are as follows:
1、 Verification of recommendation institutions
Citic Securities Company Limited(600030) recommendation representatives shall consult the company’s internal control system related to financial reports and information disclosure, spot check the internal control process record documents, communicate with the company’s internal auditors and senior managers, and combine the daily continuous supervision work, based on the reasonable evaluation of the integrity, rationality and effectiveness of the company’s internal control, The internal control report issued by the board of directors was evaluated.
2、 Basic structure of internal control of the company
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 total assets and total operating income of the unit included in the evaluation scope account for more than 80% of the total assets and total operating income in the company’s consolidated financial statements, mainly including Beijing Originwater Technology Co.Ltd(300070) (parent company), Beijing Jiu’An Construction Investment Group Co., Ltd., Beijing Beijing Originwater Technology Co.Ltd(300070) Membrane Technology Co., Ltd., liangye Technology Group Co., Ltd., Wuhan Beijing Originwater Technology Co.Ltd(300070) Environmental Protection Technology Co., Ltd At the end of each of the Jiangsu’s 3 Shenzhen Sdg Information Co.Ltd(000070) technologyco., Ltd Tibet Beijing Originwater Technology Co.Ltd(300070) venture capital partnership (limited partnership), Eryuan Beijing Originwater Technology Co.Ltd(300070) Environmental Protection Technology Co., Ltd., Eryuan Bihai Environmental Protection Technology Co., Ltd., Henan Beijing Originwater Technology Co.Ltd(300070) Ecological Technology Co., Ltd., Beijing shunzheng Beijing Originwater Technology Co.Ltd(300070) Environmental Technology Co., Ltd., Beijing Bihai environmental Technology Co., Ltd., xinshuiyuan Ecological Environment Technology Co., Ltd., Shanxi TISCO Beijing Originwater Technology Co.Ltd(300070) Environmental Protection Technology Co., Ltd., etc; The main businesses and matters included in the evaluation scope include: internal environment, objective management and risk control, information and communication control, supervision and control, etc; The high-risk areas of focus mainly include the control of procurement and expenses and payment activities, sales and collection activities, fixed assets management control, financial activities and reporting activities, management control of holding subsidiaries, related party transactions, external guarantee, use of raised funds, major investment control, information disclosure control, etc. The details are as follows:
1. Internal environment
1) Corporate governance and organizational structure
a) The company has established a relatively perfect corporate governance structure. In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the Listing Rules of Shenzhen Stock Exchange gem and other relevant laws and regulations, The company has established the articles of association, the rules of procedure of the general meeting of shareholders, the rules of procedure of the board of directors, the rules of procedure of the board of supervisors, the working rules of the general manager, the rules of procedure of the special committee of the board of directors, the management system of external guarantee, the management system of external investment, the management system of external financial assistance, the management system of connected transactions, the management system of external donation and the registration management system of insiders And other systems.
b) The company has formed a corporate governance structure with the general meeting of shareholders as the highest authority, the board of directors as the decision-making body, the management as the executive body and the board of supervisors as the supervisory body, performing their respective duties, coordinating and balancing each other. The institutional setting and division of functions of the company meet the requirements of relevant regulations on internal control. The general meeting of shareholders of the company shall earnestly exercise its statutory functions and powers in accordance with relevant provisions and strictly abide by relevant provisions on voting matters and voting procedures. The board of directors of the company has scientific organization, clear responsibilities and sound system. The independent director system has been effectively implemented. There are three independent directors in the existing board of directors, accounting for one third of the total number of the board of directors, including one independent director who is a financial professional; Under the board of directors, there are strategy and Investment Committee, audit committee, salary and assessment committee and Nomination Committee, and a relatively perfect governance structure of the board of directors has been established.
c) The board of supervisors of the company shall earnestly exercise the functions and powers granted by laws, regulations, the articles of association and the general meeting of shareholders, be responsible for and report to the general meeting of shareholders, and protect the rights and interests of shareholders, the interests of the company and the legitimate rights and interests of employees from infringement. d) The directors, supervisors and managers of the company have received higher education. In order to continuously update the knowledge of the company’s senior managers, the company also regularly organizes centralized learning to discuss policies, regulations, the latest industry information, advanced experience in the industry and other topics closely related to the company’s operation and development.
Based on the requirements of future strategic development, the company has improved its organizational structure, and the existing organizational structure can basically meet the needs of business operation.
2) Establishment of internal audit institutions
Under the direct leadership of the audit committee of the board of directors, the Audit Department of the company carries out various audit work of the company in accordance with the provisions of the articles of association, and is responsible for internal audit and supervision of the company’s financial revenue and expenditure and economic activities. In addition to the routine financial audit, the audit department has carried out the audit on the construction and implementation of the company’s internal control system in combination with the requirements of the audit committee of the board of directors on strengthening the management of internal control, carried out the management audit on the implementation of internal control of process management in the company’s key business processes, and regularly reported to the board of directors and the audit committee of the board of directors in the form of reports.
3) Corporate culture
The company attaches great importance to the construction of corporate culture. In order to enhance the cohesion and sense of belonging of the company’s personnel, the company has completed the construction of corporate culture concept system and constructed a set of corporate culture system including ideals, beliefs, codes of conduct and moral standards. At the same time, the company has formulated a detailed corporate culture construction plan to gradually complete the transformation to large enterprise management culture to meet the development needs of the company. At the same time, the company enhances the employees’ sense of belonging to the company through various ways, so as to make the corporate culture deeply rooted in the hearts of the people and create a good cultural atmosphere for the development of the enterprise.
4) Human resource management
Talent is the key to enterprise development, and people-oriented is the concept that the company has always adhered to. The company has formulated attendance management system, recruitment management system, training management system, salary management system, welfare management system, performance management system and other systems, which have made detailed provisions on employee employment, training, salary, performance appraisal, internal transfer, job promotion and welfare guarantee, improved all links of human resource management and established a relatively perfect human resource management system.
With the continuous development and growth of the company, the company will continue to adhere to the people-oriented principle, establish a mechanism and management system to attract and motivate talents, fully develop talent resources at home and abroad, optimize the allocation of talent resources, promote the rational distribution of talents, ensure that the company can attract and give full play to talent advantages to the greatest extent, and better provide a platform for senior cutting-edge technical talents and management talents to display their talents, To meet the needs of the rapid development of the company.
2. Objective management and risk control
1) Target management
The company follows the business philosophy of “integrity-based, innovation driven, pursuit of perfection and achievement of excellence”, carries forward the corporate culture of “undertaking social responsibility and building ecological civilization”, and is committed to building the company into an international high-tech environmental protection enterprise with MBR technology as the core.
2) Risk identification and assessment
The company attaches great importance to risk management and has built and gradually improved the risk management system. According to the strategic objectives and development ideas, combined with the characteristics of the industry, the company formulates and improves risk management policies and measures, and implements the inspection and supervision of the implementation of internal control system, so as to ensure that the business transaction risks are known, preventable and controllable, and ensure the operation safety of the company.
3) Risk countermeasures
The company controls the risks of the enterprise within an acceptable range, such as real-time monitoring of risk indicators such as “overdue accounts receivable”, “inventory materials and products over three months” and “tracking and evaluation of supplier credit” in daily business risk management, avoiding businesses inconsistent with the development of the company’s strategic objectives, and businesses in line with the company’s strategic development direction but with business risks, It also fully recognizes the essence of risk and actively adopts strategies such as effective reduction and sharing to effectively prevent risks.
3. Information and communication control
The company attaches great importance to information and communication, and has formulated a series of systems to ensure the transparency of internal and external information, and ensure the openness, transmission efficiency and effect of information.
1) External communication
In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the Listing Rules of Shenzhen Stock Exchange gem and other relevant laws, regulations and norms (hereinafter referred to as “relevant securities regulatory provisions”), the company, in accordance with the relevant provisions of the articles of association and in combination with the actual situation of the company’s information disclosure and investor relations management, The company has formulated information disclosure management measures and investor relations management system, which defines the responsibilities of shareholders, directors, supervisors and senior managers for information disclosure. It is clarified that the Secretary of the board of directors of the company is the person directly responsible for the company’s information disclosure and is responsible for handling the company’s information disclosure affairs. The office of the board of directors is a special organization responsible for the company’s information disclosure, which standardizes the process, content and time limit of the company’s information disclosure.
2) Internal communication
The company has established an information management system focusing on office automation, OA office system and ERP system to realize the company’s online document approval, engineering information management, bidding and procurement information management, administrative management, document management, collaborative office, information resource sharing and employee files, shorten the management path and enhance the company’s management and control ability.
4. Supervision and control
The internal inspection and supervision of the company are carried out at many levels, including the inspection and supervision of the board of supervisors to the board of directors and the management, the inspection and supervision of the board of directors to the management, and the inspection and supervision of the management to various functional departments. In terms of inspection and supervision means, in addition to the general methods, the company has established an independent director system and audit system. Overall, the inspection and supervision activities within the company are timely and effective.
1) Supervision of the board of supervisors over the board of directors and the management
In accordance with the company law of the people’s Republic of China, the guidelines for the governance of listed companies, the Listing Rules of Shenzhen Stock Exchange gem and the articles of association and other laws and regulations, and in combination with the actual situation of the company, the company has formulated the rules of procedure of the board of supervisors and established the board of supervisors to supervise and inspect the board of directors and the management. The rules of procedure of the board of supervisors stipulates that the board of supervisors shall hold a meeting at least once every six months, and the supervisors can propose to hold an interim meeting of the board of supervisors. It also stipulates in detail the convening and rules of procedure of the board of supervisors, and effectively exercises the right to supervise the board of directors and the management.
2) Inspection and supervision of the board of directors on the management
The company has formulated the rules of procedure of the board of directors in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the Listing Rules of the gem of Shenzhen Stock Exchange, the articles of association and other relevant provisions, which specifically stipulates the responsibilities of the board of directors, including the inspection and supervision of the management. The rules of procedure of the board of directors stipulates in detail the rules for the convening and discussion of the board of directors, and clearly stipulates the proposal, deliberation, formation of resolutions, implementation of resolutions, meeting minutes and confidentiality. The institutionalization of the company’s working meeting of directors and the communication meeting between directors and the management team is an important mechanism for the board of directors to understand the work of the management and conduct inspection and supervision, which has played an important role in internal control. Through this mechanism, directors can timely grasp the business dynamics of the company, improve decision-making efficiency, control and reduce decision-making risks.
3) Inspection and supervision of functional departments at all levels by the management
While authorizing all departments, the company’s managers have formulated various rules and regulations to ensure the effective use of power; Make use of the perfect assessment mechanism to ensure that all rules and regulations are effectively implemented. In daily work, the management of the company maintains close communication with all functional departments through various forms, and timely tracks, checks and supervises the implementation of the work.
4) Independent director system
In order to improve the effectiveness of the operation mechanism of the board of directors, the company has established the independent director system, written the independent director system into the articles of association, and formulated the working system of independent directors to fundamentally ensure the role of independent directors. The company actively supports and assists the independent directors in their work by regularly sending relevant information on operation and management to the independent directors by the office of the board of directors and arranging the independent directors to conduct regular on-site inspection. The independent directors of the company shall attend the meetings of the board of directors on time and review the business reports submitted by the company in time in their daily work; Regularly participate in the monthly communication meeting between the company and independent directors, actively participate in the discussion and express independent opinions on major matters of the company.
5. Key business control activities
1) Control of procurement and expense and payment activities
According to the relevant national and local bidding laws and regulations and in combination with the actual situation of the company, the company has formulated the procurement management system, expense reimbursement management system, fund management and approval authority management measures and other systems, defined the procedures and responsibilities of procurement, expense and payment activities, and made strict regulations on post separation and authorization control, so as to ensure the interests of the company and shareholders.
2) Control of sales and collection activities
The company has established quotation system, contract management system and marketing system, and defined all links and control measures of quotation, contract management and marketing. The company focuses on controlling quotation, contract and customer relationship, so as to protect the interests of the company.
3) Management control of fixed assets
The company has formulated a relatively perfect fixed assets management system. Detailed regulations are made on the responsibility management, purchase, acceptance, disposal and other processes of fixed assets to avoid the loss of fixed assets.
4) Control of financial management and reporting activities
The board of directors and management of the company attach great importance to the company’s financial management system and the quality of accounting information. The company has established a financial management system and financial operation mechanism with clear rights and responsibilities to ensure the safety of funds and assets. There have been no major errors in accounting and information disclosure. The annual audit reports issued by accounting firms over the years are unqualified. According to the accounting law, accounting standards for business enterprises, accounting system for business enterprises and other relevant regulations, the company has formulated the company’s accounting regulations and financial management system, which unify the financial accounting behavior and improve the
