Citic Securities Company Limited(600030)
About Jiangsu Chinagreen Biological Technology Co.Ltd(300970)
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 Jiangsu Chinagreen Biological Technology Co.Ltd(300970) (hereinafter referred to as ” Jiangsu Chinagreen Biological Technology Co.Ltd(300970) ” and “company”) for initial public offering and listing on GEM, In accordance with the measures for the administration of securities issuance and listing recommendation business, the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of funds raised by listed companies, the guidelines for the recommendation of Listed Companies in Shenzhen Stock Exchange, the Listing Rules of GEM stocks in Shenzhen Stock Exchange, the guidelines for the self-discipline supervision of Listed Companies in Shenzhen Stock Exchange No. 2 – standardized operation of GEM listed companies and other relevant provisions, After checking the self evaluation report on internal control of Jiangsu Chinagreen Biological Technology Co.Ltd(300970) 2021 (hereinafter referred to as the “internal control evaluation report”), the following verification opinions are issued on the internal control evaluation report:
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, Checked the internal control evaluation report issued by the board of directors of the company.
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 main units included in the evaluation scope include Jiangsu Chinagreen Biological Technology Co.Ltd(300970) and all holding subsidiaries.
The main businesses and matters included in the evaluation scope include: business philosophy and corporate culture, corporate governance structure, organizational structure, organization setting, organization setting, accounting management system, independent inspection control, human resources policy, administrative management ideas, risk assessment, control activities, fund management, asset management, procurement business, sales business, production and product quality management, engineering project management, information system Information and communication, etc.
(I) business philosophy and corporate culture
In the production, operation and management, the company always advocates the company’s cultural concept of “respect to the top, kindness to the bottom, harmony to people and truth to things”. By establishing a healthy and good corporate culture and business philosophy, the company has cultivated employees’ positive values and sense of social responsibility, enhanced cohesion, practiced modern management concept, guided the company to improve governance level and established a good brand image.
(II) corporate governance and organizational structure
According to the corporate governance structure and relevant rules, the company has established the general meeting of shareholders, the board of directors and the board of supervisors, formulated 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 rules of procedure of independent directors, the working rules of the general manager and the working rules of the Secretary of the board of directors. The board of directors has four special committees, including audit committee, strategy committee The nomination committee and the remuneration and assessment committee have formulated the working rules of the audit committee of the board of directors, the working rules of the strategy committee of the board of directors, the working rules of the nomination committee of the board of directors and the working rules of the remuneration and assessment committee of the board of directors respectively.
As the highest authority of the company, the general meeting of shareholders operates in accordance with the law, ensures that all shareholders exercise their rights equally and fully in accordance with the principle of equal shares and rights, and manages and supervises the company through the board of directors.
As the company’s operation decision-making body, the board of directors is responsible for the general meeting of shareholders, implements various resolutions of the general meeting of shareholders, and is fully responsible for the company’s operation and management activities. The special committees under the board of directors operate in strict accordance with the rules of procedure of the special committees, which improves the professional ability and comprehensive strength of the board of directors.
As the company’s permanent supervision organization, the board of supervisors is responsible for the general meeting of shareholders, supervising and inspecting the behavior of directors, general managers and other senior managers and the financial status of subsidiaries, so as to promote the improvement and improvement of the company’s internal control.
As the main body of the company’s operation and management, the management is responsible for organizing and implementing the resolutions of the general meeting of shareholders and the board of directors, directing, coordinating, managing and supervising the daily operation and operation of various departments and subsidiaries.
(III) organization setting
According to the needs of operation and production, the company has set up technical management department, production base, administrative management department, human resources department, information management department, financial management department, procurement management department, marketing management department, quality management department and other departments after reasonable setting and division of responsibilities and authorities. The division of labor between departments and posts is clear and interrelated, ensuring the division of labor, cooperation, mutual restriction and mutual supervision among institutions.
The company adopts the strategic management mode. The headquarters is responsible for the company’s finance, asset operation and the overall strategic planning of the group. Each factory and functional department formulate their own business indicators and budgets, which are implemented after being reviewed and approved by the headquarters. The headquarters performs the functions of supervision, inspection and balancing the resource requirements of each factory.
(IV) accounting management system
The company has established an accounting management system, set up a financial management department, equipped with full-time personnel, responsible for the company’s fund management, financial accounting, risk management and data monitoring, established an independent accounting system and financial management system, and made independent financial decisions. The company opened an independent account in the bank and did not share the bank account with the shareholder unit or any other unit or individual.
(V) independent audit control
The company has specially set up an internal audit department to inspect and evaluate the internal control contents such as monetary capital, material procurement, construction in progress, project final accounts, property and materials, system and process, take risk as the guidance, control as the main line, governance as the goal and value-added as the purpose, strengthen the coverage of audit and supervision of the company, and ensure that everything is supervised and evaluated everywhere.
(VI) human resources policy
The company adheres to the strategy of “strengthening the enterprise with talents”, according to the labor contract law and relevant laws and regulations, and in combination with the actual situation of the company, It has formulated a series of personnel management systems for employment, training, job rotation, assessment, reward and punishment, promotion and elimination, such as the management regulations on recruitment, job transfer and resignation, the management regulations on training of reserve cadres, the management regulations on attendance and leave, the management regulations on rewards and punishment, the management system of the company’s regular meetings, the management regulations on employee relations and the management regulations on personnel files, Ensure the stable development of the company’s human resources.
(VII) administrative management ideas
Based on the administrative management idea of “ensuring safety, promoting production and creating environment”, the company has formulated a series of administrative management systems such as security operation instructions, safety production management measures, employee dormitory management system, public area health management operation instructions and company greening operation instructions, which not only ensures the normal production and operation order of the enterprise on the basis of employee safety and production safety, It also creates a good working and living environment for employees.
(VIII) risk assessment
The company has established a good risk assessment system and risk control system. Through the establishment of internal control system, internal audit system and financial management system, the company standardizes various processes of daily operation, improves the safety of various work and effectively reduces the internal risks of the company’s operation.
(IX) control activities
1. Responsibility division control
When setting the organization and posts, the company comprehensively and systematically analyzed and combed the company’s business processes, implemented corresponding separation measures for incompatible posts, and formed a working mechanism of performing their respective duties and restricting each other.
2. Authorization approval control
The company operates in strict accordance with the corporate governance structure, and defines the powers and authorization methods of the general meeting of shareholders, the board of directors and the management. The company has established standardized approval authority and approval process for the daily and major matters of the company’s operation, and adopted the cascade approval system for major matters to effectively clarify the rights and responsibilities of each post.
3. Accounting system control
The company strictly implements the accounting standards for business enterprises and has established Kingdee and OA systems. In accordance with the accounting standards for business enterprises, accounting law, tax law and other relevant laws and regulations, the company has established financial management system, computerized financial accounting system, financial accounting system, R & D investment accounting system, expense management system, travel expense reimbursement management method, maintenance expense management system, etc., improved the preparation, internal audit, audit, analysis and utilization of financial reports, and improved the data audit mechanism, Strengthen fund management and provide necessary data support for the decision-making level of the company to make decisions.
4. Property protection control
The company has formulated management systems for fixed assets, accounts receivable and inventory, and defined the work flow and operation rules. In addition, the company will dispose of the scrapped assets according to the asset disposal procedures. All subsidiaries have formulated property management systems and procedures to actively strengthen the management of fixed assets, accounts receivable, inventory and other assets to ensure property safety.
5. Budget control
The company implements comprehensive budget management, defines the responsibilities and authorities of each department in budget management, standardizes the procedures of budget preparation, approval, issuance and implementation, and strengthens budget constraints.
6. Operation analysis control
By strengthening the collection, analysis and research of market and competitor information, the company modifies its own strategies and action plans according to the changing trend, actively avoids risks, reduces losses caused by risks and increases profits.
7. Performance appraisal control
The company has formulated and fully implemented the performance appraisal management regulations. Objectively evaluate the responsible units and employees of subsidiaries, management areas and personnel according to the regulations on performance appraisal management, promote the responsible units and employees to establish clear goals, reflect the operation and management status and problems of the company according to the evaluation results, and provide basis for the company to formulate development strategies, develop strengths and avoid weaknesses, and determine employee salary and job promotion.
(x) implementation of the company’s main internal control
The company comprehensively applies the above control measures in the following main business activities to effectively control various businesses and matters and promote the effective operation of internal control.
1. Fund management
The company has formulated the fund management system to clarify the fund management mode and fund flow process, improve the safety of fund management, strengthen the internal control and management of the company’s funds, ensure the safety of funds and improve the use efficiency of funds.
2. Asset management
The company has formulated systems such as fixed assets management system, raw and auxiliary materials management system, raw material warehouse operation process, packaging material warehouse operation process, hardware equipment, labor protection auxiliary materials warehouse operation process, finished product warehouse operation process and management regulations on disposal of scrapped articles to standardize the management of the company’s assets. Strictly restrict the direct contact of unauthorized personnel with property, and take a series of measures such as property records, account verification and property insurance to ensure the safety and integrity of all kinds of property.
The company has established a post responsibility system for physical asset management to 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, which can effectively prevent the theft, damage and major loss of various physical assets.
3. Procurement business
The company has formulated procurement management measures, supplier management procedures and other systems to ensure that the price of purchased goods is reasonable, the production plan matches the actual consumption, and standardize the procurement business of the company.
The company has established the procurement mechanism of direct materials, and formulated the procurement plan according to the consumption quantity, storage quantity, the best batch, the best procurement time and the calculation results of safety stock determined in the production plan.
According to the content requirements of the procurement plan and the market situation, the company signs the procurement contract with the supplier, handles the ordering matters, and establishes the procurement system including pre inquiry and post price analysis on the basis of the market investigation and comparative analysis of “shopping around”.
The company has established a procurement acceptance mechanism. After the arrival of the procurement, it shall be sent to the warehouse acceptance personnel for acceptance in time. The product name, specification, quantity and quality of each kind of goods shall be strictly checked, and the goods shall be warehoused on the basis of ensuring correct consistency.
The company strictly manages the purchase payment, formulates a clear purchase payment process, and handles the payment procedures after the purchase contract and relevant documents are reviewed by the corresponding approvers.
4. Sales business
The company has formulated such systems as sales management system, sales price management system, sales order management system, dealer management system and management specification for the use of batch number of packaged finished products to comprehensively sort out the sales business process and improve the management system related to sales business, including market research, pricing, credit policy, sales contract, invoice, accounts receivable management and after-sales service.
The company is equipped with sales personnel to collect the market demand and timely report it to the company headquarters in combination with the business negotiation with dealers. The company analyzes the report and formulates reasonable and market-oriented price information, so as to form a good price mechanism with fast market response and accurate price positioning.
The company delivers goods according to the approved sales order to ensure the safe delivery of goods.
The company strengthens the management of accounts receivable, and achieves pre control, in-process prevention and post supervision for the management of accounts receivable. Establish the relevant systems of accounts receivable management, clarify the trustworthiness, collection, reward and punishment and reconciliation, and effectively ensure the recovery of accounts receivable.
5. Production and product quality management
The company has formulated production process control procedures, nonconforming product control procedures, safety production management measures, identification and traceability control procedures, emergency preparation and response control procedures and monitoring procedures
And measuring device control procedure, corrective and preventive measures control procedure, quality accident report and handling procedure, quality management procedure, food safety verification control procedure, hazard analysis control procedure, finished product inspection operation procedure and other production and quality management systems, strictly control the production process, production post responsibilities, production assessment standards, product quality inspection, food safety management, etc.
6. Project management
The company has strengthened the control over the budget, construction process and project settlement of major investment, formulated the fixed assets management system, project management system and other systems, strengthened the control over the establishment of major project investment, budget approval, construction quality, project fund settlement and other links, and effectively controlled the investment cost and ensured the project quality.
7. Information system
The company has established Kingdee and OA information systems. Through the implementation of the project, the company’s procurement, production, manufacturing, finance, marketing, management and other links
