Chacha Food Company Limited(002557)
Self evaluation report on internal control in 2021
Chacha Food Company Limited(002557) all shareholders:
According to the provisions and requirements of the basic norms of enterprise internal control and its supporting guidelines, combined with the internal control system of Chacha Food Company Limited(002557) (hereinafter referred to as “the company”), on the basis of internal daily supervision and special supervision, we conducted a self-evaluation on the effectiveness of the company’s internal control on December 31, 2021 (the benchmark date of the internal control evaluation report). 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 effect, and promote the realization of 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 circumstances 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、 Evaluation conclusions and opinions of the company on internal control
According to the identification of major defects in the company’s internal control over financial reporting, there are no major defects in the internal control over financial reporting on the benchmark date of the internal control evaluation report. The board of Directors believes that 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. From the base date of the internal control evaluation report to the date of issuance of the report, there are no factors affecting the evaluation conclusion of the effectiveness of internal control.
The board of directors of the company believes that the establishment and implementation of the company’s internal control system comply with relevant laws and regulations and the normative requirements of the securities management department for the management of the internal control system of listed companies, and the control system is effective in all major aspects. 3、 Internal control evaluation of the company
(I) principles of internal control evaluation
The company designs and establishes an internal control system in accordance with the principles of legitimacy, comprehensiveness, importance, effectiveness, checks and balances, adaptability and cost-effectiveness.
(II) 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 company and its subsidiaries. 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 businesses and matters included in the evaluation scope include: governance structure, organization, human resources, corporate culture, capital activities, procurement business, asset management, sales business, guarantee business, investment management, budget management, financial management, contract management, subsidiary management, information disclosure, internal audit and other key business processes. Key internal control systems mainly include: raised funds, financial management, sales collection and purchase payment, external guarantee, related party transactions, product quality and safety, subsidiary management, information disclosure, R & D control activities, human resource management control, information communication management, etc.
The company has necessary control policies and procedures for its main business activities. The management has clear objectives in budget, profit and other financial and operating performance. The company has clear records and communication on these objectives, and actively monitors them.
The high-risk areas of focus mainly include capital activity risk, raw material procurement risk, sales management risk, asset management risk, accounting information risk, investment risk, etc. The above units, businesses and matters included in the evaluation scope and high-risk areas cover the main aspects of the company’s operation and management, and there are no major omissions.
The main businesses and matters included in the scope of evaluation are as follows:
1. Corporate governance structure
In accordance with the requirements of the company law and relevant documents of the China Securities Regulatory Commission, the company has established a “three meetings and one layer” governance model with the general meeting of shareholders, the board of directors, the board of supervisors and the management as the main body, established the appointment and discussion system of independent directors, appointed three independent directors, and formed the basic framework of the corporate governance structure of the company.
The general meeting of shareholders of the company is the authority of the company, which enjoys the legal rights stipulated in laws, regulations and the articles of association, and exercises the decision-making power on major matters such as the company’s business policy, fund-raising, investment and profit distribution according to law. The board of directors of the company represents the interests of all shareholders, is responsible to the general meeting of shareholders and exercises decision-making power in accordance with the authorization of the general meeting of shareholders. The board of directors of the company consists of 7 directors, including 3 independent directors.
The board of directors of the company has established four special committees: strategy, audit, remuneration and assessment and nomination, formulated corresponding working rules, and clarified their rights and responsibilities, decision-making procedures and rules of procedure.
The board of supervisors of the company shall be responsible to the general meeting of shareholders, supervise the performance of the directors and senior managers of the company, and supervise and inspect the financial status and internal control standard system of the company. The board of supervisors consists of three supervisors, including one employee representative supervisor.
The management of the company is responsible for organizing and implementing the resolutions of the general meeting of shareholders and the board of directors, and ensuring the normal operation of the company by leading, managing, coordinating and supervising the operation and management power of all departments of the company.
The company has formulated 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 working rules of the Secretary of the board of directors and the rules of procedure of the special committee of the board of directors, and defined the terms of reference, rules of procedure and decision-making mechanism of the shareholders’ meeting, the board of directors, the board of supervisors and the management, A scientific and effective division of responsibilities and check and balance mechanism have been formed. In 2021, the company revised the articles of association, rules of procedure of the general meeting of shareholders, rules of procedure of the board of directors, working rules of the general manager and other systems.
2. Organizational structure
In accordance with the provisions of national laws and regulations and the requirements of regulatory authorities, the company has established an organizational structure that meets the business scale and operation and management needs of the company; Follow the principles of mutual supervision, mutual restriction and coordinated operation to set up departments and posts.
3. Human resources
According to the labor law and other relevant laws and regulations and the needs of its own development, the company implements the full staff labor contract system and introduces talents needed by the enterprise through open recruitment. The company has established an enterprise organization and human resource management system, which clearly stipulates the responsibilities of each department, employee employment, training, job rotation, assessment, reward and punishment, promotion and elimination, so as to ensure that employees are competent.
The company formulates and implements talent training plans and establishes talent reserve mechanisms at all levels. The company’s existing human resources policies can ensure the stability of the company’s human resources and the demand of various departments for human resources. The remuneration and assessment committee of the board of directors, a special working organization established by the board of directors of the company, is mainly responsible for formulating and reviewing the remuneration scheme and assessment standards of the directors and senior managers of the company. The committee is directly responsible to the board of directors of the company.
4. Corporate culture
The company continues to devote itself to the construction of corporate culture, strengthen the publicity and implementation of the mission, vision, values, business philosophy, corporate code of conduct and employee code of conduct of the enterprise through the formation of text documents, and fully apply them to work practice to make employees understand the appearance and connotation of corporate culture. The company adheres to the core values of “customer value, open cooperation and excellent performance”, strengthens the construction of internal culture, consciously internalizes in the heart, externalizes and practices, and earnestly integrates knowledge and practice, It has created a good atmosphere for the development of corporate culture.
5. Financial management
In order to establish a financial system that meets the management requirements of the company, strengthen financial management and internal control, clarify economic responsibilities, standardize the financial behavior of the company and its subordinate units, and safeguard the legitimate rights and interests of shareholders, creditors and the company, the company’s financial management system is formulated in accordance with the accounting standards for business enterprises issued by the Ministry of Finance and in combination with the specific situation of the company. The company has set up a financial center, which is responsible for fund management, accounting, cost management, financial management, risk management, comprehensive analysis and other businesses. The posts of accountants are also rotated regularly according to the management and assessment.
6. Internal management system
According to the development status and the needs of the new situation, the company issued and updated a number of systems in 2021, including financial approval system, fixed assets management system, performance management system, seal management system, supplier access system, budget management system, internal document management system, workflow approval system, QC management system Flight inspection management system, etc. The establishment and continuous revision and improvement of various systems of the company provide a good institutional environment for the company’s business development and personal development of employees, and also provide institutional guarantee for the company’s sustainable development.
7. Internal audit
In order to strengthen the management of the company’s internal audit work, improve the quality of audit work and realize the standardization and standardization of the company’s internal audit work, the internal audit system is formulated in accordance with the Audit Law of the people’s Republic of China, the provisions on internal audit work and other laws and regulations, as well as the relevant provisions of the articles of association, and in combination with the actual situation of the company. The audit center is responsible to the audit committee of the board of directors, and regularly or irregularly supervises and inspects the company’s business activities, the implementation of internal control system and the effectiveness of internal control. The Audit Center shall prepare working papers and audit reports according to the internal audit procedures of the enterprise for the internal control defects found in the supervision and inspection, and have the right to report directly to the board of directors, its audit committee and the board of supervisors for the major internal control defects found in the supervision and inspection.
In 2021, in accordance with the accounting law of the Ministry of Finance and the internal audit system of the company, the Audit Center investigated the legality, compliance and authenticity of the accounting data, revenue and expenditure links and relevant economic activities of the company’s internal institutions from the aspects of raised funds, monetary funds, procurement and payment, sales and collection, branches and subsidiaries, fixed assets, investment, related party transactions, guarantee business, loan business risk control, etc Integrity was audited. Through internal audit, the company timely found the problems existing in relevant business activities, put forward rectification suggestions, supervise the implementation of rectification, standardize internal operation, ensure the legitimacy and standardization of the company’s daily production and operation, and improve the quality of information disclosure.
8. The separation of the company from the actual controller in terms of business, assets, personnel, institutions and Finance (1) the independence of the company’s business and assets
The property right relationship between the company and the actual controller is clear. The company has real estate, trademarks, patents and other assets independent of the actual controller. As of December 31, 2021, the company has no funds, assets and other resources occupied by the controller.
(2) Independence of institutions and personnel
The company organization is independent of the actual controller. The corporate governance structure is sound, and the relationship between responsibilities, rights and interests is clear. The company has independent production, operation and office space, and there is no situation of mixed operation and joint office with controlling shareholders, actual controllers and other enterprises under their control, and there is no situation of shareholder units and other affiliated units or individuals interfering with the establishment of the company’s organization. There is no superior subordinate relationship between the functional departments of the shareholder unit and the functional departments of the company, and there is no direct intervention of the shareholder unit in the production and operation activities of the company.
The company’s personnel are independent of the actual controller. The general manager, deputy general manager, chief financial officer, Secretary of the board of directors and other senior managers of the company work full-time in the company and receive remuneration in the company, and do not concurrently hold positions other than directors and supervisors in the controller. The nomination of candidates for directors, supervisors and managers shall be carried out in strict accordance with the articles of association, and there is no case that major shareholders make personnel appointment and removal decisions beyond the authority of the board of directors and the general meeting of shareholders. (3) Financial independence
The company has an independent financial department with full-time personnel, established an independent accounting system and financial management system, made independent financial decisions and implemented a strict internal audit system. 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. The company shall handle tax registration independently and pay taxes independently according to law. The company does not have monetary funds or other assets occupied by shareholder units or other related parties.
9. Information disclosure
In order to standardize the company’s information disclosure behavior and strengthen the management of the company’s information disclosure affairs, according to relevant laws and regulations, the company has formulated information disclosure management system, insider registration management system, external information submission and use management system, annual report information disclosure major error accountability system, major information internal reporting system and other information disclosure internal control systems, The Secretary of the board of directors was appointed to be specifically responsible for the company’s information disclosure, and strictly stipulated the content and standard of information disclosure, the report circulation process, the review and disclosure procedures, etc.
In 2021, the company’s internal information management and external information disclosure will be strictly standardized, and the internal and external information transmission will be smooth, so as to ensure the authenticity, accuracy, integrity, timeliness and fairness of information disclosure, and control the information of Listed Companies in Shenzhen Stock Exchange
In the disclosure assessment, the information disclosure assessment results of the company in 2020 (from May 1, 2020 to April 30, 2021) were rated [a].
10. External guarantee
The company has formulated the measures for the administration of external guarantee, which clearly stipulates the guarantee object, conditions, approval procedures, the management of guarantee matters, the information disclosure of guarantee and the responsibilities of guarantee related personnel. The qualified guarantee matters can only be implemented after being approved by the board of directors or the general meeting of shareholders of the company. The external guarantee shall be handled by the financial department with the assistance of relevant departments to ensure the completeness, accuracy and effectiveness of relevant guarantee materials. The external guarantee of the company is under unified management. Without the approval of the board of directors or the general meeting of shareholders, no one has the right to sign contracts, agreements or other similar legal documents for external guarantee in the name of the company; And in strict accordance with the Listing Rules of Shenzhen Stock Exchange and the information disclosure management system
