Dongxing Securities Corporation Limited(601198)
About Xinxiang Richful Lube Additive Co.Ltd(300910)
Verification opinions on self-evaluation report of internal control in 2021
Listed companies listed on the Shenzhen Stock Exchange (hereinafter referred to as the “sponsor”) are listed on the stock exchange for the first time The self-regulation guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on the growth enterprise market, the Listing Rules of Shenzhen Stock Exchange on the growth enterprise market and other relevant provisions have verified the self-evaluation report on the company’s internal control in 2021. The details are as follows:
1、 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 scope of evaluation include Xinxiang Richful Lube Additive Co.Ltd(300910) and its subsidiaries Shenyang haorunda Additive Co., Ltd., Cangzhou Runfu Additive Co., Ltd., XuanRun (Shanghai) Chemical Technology Co., Ltd., Henan Runfu Enterprise Management Consulting Co., Ltd. and Richful lubeadditive (Singapore) Pte.Ltd. The total assets of the units included in the consolidation scope account for 100.00% of the total assets in the company’s consolidated financial statements, and the total operating revenue accounts for 100.00% of the operating revenue in the company’s consolidated financial statements.
The main businesses and matters included in the evaluation scope include: governance structure, internal organizational structure, development strategy, corporate culture, information disclosure management, information and communication, internal supervision, human resources, financial reporting, capital operation management, asset management, procurement and payment business, production process and cost control, sales and collection business, engineering management, research and development, foreign investment management, related party transaction management External guarantee management, control of subsidiaries, etc.
The above units, businesses and matters included in the evaluation scope cover the main aspects of the company’s operation and management, and there are no major omissions.
The details are as follows:
1. Governance structure
In accordance with the company law, the securities law, the articles of association and other laws and relevant provisions, the company has established a standardized corporate governance structure and rules of procedure, defined the responsibilities and authorities in decision-making, implementation and supervision, and formed a scientific and effective division of responsibilities and check and balance mechanism.
As the highest authority of the company, the general meeting of shareholders has formulated the rules of procedure of the general meeting of shareholders, which clearly stipulates the nature, functions and powers of the general meeting of shareholders and the working procedures such as convening and notification, proposal, voting and resolution of the general meeting of shareholders. The formulation and effective implementation of the rules ensure that the general meeting of shareholders exercises the decision-making power on major matters according to law, which is conducive to protecting the legitimate rights and interests of shareholders.
The board of directors is the company’s permanent decision-making body, which is responsible to the general meeting of shareholders, deliberates and makes decisions on major decision-making issues in the company’s business activities, or submits them to the general meeting of shareholders for deliberation. The directors are elected by the general meeting of shareholders and the chairman is elected by the board of directors. The board of directors of the company is composed of 9 directors, with 1 Chairman, including 3 independent directors. The company has formulated the rules of procedure of the board of directors, the working system of independent directors and the working system of special committees of the board of directors, which stipulate the convening, notification, chairing, deliberation authority, meeting procedures, records and resolutions of the board of directors, as well as the working procedures of independent directors and the composition and responsibilities of each special committee. The formulation and effective implementation of these systems can ensure that the board of directors, independent directors and special committees can effectively perform their duties and provide guarantee for scientific decision-making.
The board of supervisors is the supervisory body of the company, which is responsible for supervising the behavior of directors and managers and the company’s finance. The board of supervisors of the company is composed of three supervisors, one of whom is the employee representative. The company has formulated the rules of procedure of the board of supervisors, which clearly stipulates the proposal, convening, notice and resolution of the board of supervisors. The formulation and effective implementation of the rules will help give full play to the supervisory role of the board of supervisors and protect the interests of shareholders, the company and the legitimate interests of employees from infringement.
The general manager is fully responsible for the daily operation and management activities of the company and organizes the implementation of the resolutions of the board of directors. The company has formulated the general manager’s working rules, which stipulates the responsibilities of the general manager, the general manager’s office meeting and production scheduling meeting, the general manager’s reporting system, supervision system and other contents. The formulation and effective implementation of these systems ensure the effective implementation of various decisions of the board of directors, and improve the operation and management level and risk prevention ability of the company.
2. Internal organizational structure
The internal institutions set up by the company include: oil business department, overseas business department, industrial oil business department, marine oil business department, coating business department, special chemicals business department, marketing department, technology department, quality inspection department, lubricating oil additive research institute, production and operation Department, equipment department, engineering equipment department, procurement department, enterprise management department, securities affairs department, human resources department, finance department, safety and environmental protection department, administration department and audit and supervision department. 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. Development strategy
The strategy committee under the board of directors of the company studies and puts forward suggestions on the long-term development strategic plan of the company according to the working system of special committees of the board of directors; Study and put forward suggestions on major investment and financing schemes that must be approved by the board of directors according to the articles of Association; Study and put forward suggestions on major capital operation and asset management projects that must be approved by the board of directors according to the articles of Association; Study and put forward suggestions on other major issues affecting the development of the company; Check the implementation of the above matters; Other matters authorized by the board of directors.
The meeting of the strategy committee was convened by the chairman. Through careful research, it put forward suggestions on business development to the board of directors of the company, which improved the efficiency and quality of major investment decisions, strengthened the scientificity of decisions, and increased the main business strength and core competitiveness of the company. Ensure the overall, long-term and feasibility of the development strategic plan.
4. Corporate culture
The company regards “becoming the world’s important lubricant additive supplier” as the vision, and takes “providing lubricating essence, helping environment friendly, focusing on customer challenges and realizing customer value” as the mission of the enterprise, and “taking innovation, responsibility, cooperation and value” as the core values of enterprises. The company adheres to the people-oriented concept, creates a cultural atmosphere of mutual trust and mutual respect for the growth and progress of employees, provides more opportunities and space for employees’ career planning, strives to realize the value of employees and the value of the enterprise at the same time, and employees and the company grow together and promote each other.
5. Information disclosure
In accordance with the company law, securities law, measures for the administration of information disclosure of listed companies, Shenzhen Stock Exchange GEM Listing Rules and other laws, regulations and normative documents, the company has formulated the information disclosure management system and the working system of independent directors, which respectively regulate the management, scope, content, procedures, methods and media of information disclosure, the maintenance and management of relations with investors and confidentiality requirements, It ensures the authenticity, accuracy, integrity and timeliness of the information disclosure, and there shall be no false records, misleading statements or major omissions.
6. Information and communication
The company has established information management system and information system management system to clarify the collection, processing and transmission procedures of information related to internal control, ensure timely communication of information and promote the effective operation of internal control.
(1) Information collection channels are unblocked. The company can obtain internal information through financial and accounting materials, operation and management materials, research reports, special information, office network and other channels; External information can also be obtained through industry associations, social intermediaries, business units, market research, letters and visits, online media and relevant regulatory authorities.
(2) Timely information transmission procedures. The company can timely communicate and feed back information related to internal control among internal management levels, responsible units and business links, as well as between the enterprise and external investors, creditors, customers, suppliers, intermediaries and regulatory authorities. Problems found in the process of information communication can be reported and solved in time. Important information can be transmitted to the board of directors, the board of supervisors and the management in time.
(3) Information system operation security. The company has established control systems for information system development and maintenance, access and change, data input and output, document storage and custody, network security and other aspects to ensure the safe and stable operation of the information system.
(4) The anti fraud mechanism is transparent. The company has established an anti fraud mechanism to clarify the key areas and key links of anti fraud work and the responsibilities and authorities of relevant institutions in anti fraud work, and standardize the reporting, investigation, handling, reporting and remedial procedures of fraud cases. We have established a reporting and complaint system and a whistleblower protection system, set up a reporting special line, and clarify the reporting and complaint handling procedures, handling time limit and completion requirements, so as to ensure that reporting and complaints become an important way for enterprises to effectively grasp information. The reporting and complaint system and whistleblower protection system have been timely communicated to all employees.
7. Establishment of internal audit institutions
The audit committee of the board of directors of the company has an audit and supervision department, equipped with internal auditors, and has the professional ability to carry out audit work independently. The audit and supervision department shall supervise and inspect the effectiveness of internal control in combination with internal audit supervision. The audit and supervision department shall report the internal control defects found in the supervision and inspection in accordance with the internal audit procedures of the enterprise; Have the right to report directly to the board of directors, its audit committee and the board of supervisors on the major defects of internal control found in the supervision and inspection.
The company has established the internal audit work system to clarify the responsibilities and authorities of internal audit institutions and other internal institutions in internal supervision, and standardize the procedures, methods and requirements of internal supervision, as well as the scope and frequency of daily supervision and special supervision. For internal control defects found in the process of supervision, timely analyze the nature and causes of defects, put forward rectification plans, and timely report to the board of directors, the board of supervisors or the management in an appropriate form.
The company has established a clean government management system, and the audit and supervision department has a reporting mailbox and a reporting hotline to receive all kinds of reports, complaints and appeals inside and outside the company. The company requires all on-the-job employees to establish integrity management records, regularly carry out integrity publicity and education for all employees, and constantly improve employees’ awareness of integrity and self-discipline. The company requires external business to create an open and transparent competitive environment for suppliers, and requires employees and suppliers to abide by integrity and self-discipline in business dealings. The company adheres to legal and compliant operation and vigorously investigates and deals with improper exchanges and commercial bribery between employees and partners.
8. 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; Restrictive regulations on the departure of employees who master state secrets or important business secrets, etc.
At the same time, the company attaches great importance to the quality of employees and takes professional ethics and professional competence as important standards for selecting and employing employees.
9. Financial Report
The company has established a relatively perfect financial accounting system in accordance with the accounting law, accounting standards for business enterprises, tax law and other relevant laws and regulations. The company has set up an independent accounting organization, set up more reasonable posts in financial management and accounting, formulated corresponding job instructions, and equipped with sufficient full-time personnel to ensure the smooth progress of financial work. The division of labor of accounting personnel is clear, and the post responsibility system is implemented. Each post can play a role of mutual restraint, and the approval, execution and recording functions are separated.
10. Capital operation management
(1) Comprehensive budget management
The company has formulated the comprehensive budget management system and relevant management processes, defined the responsibilities and approval authority of each post, standardized the work processes such as budget preparation and review, budget execution analysis and report, budget assessment, etc., so as to promote the company to realize the enterprise development strategy and give full play to the role of comprehensive budget management.
(2) Monetary Fund Management
In order to strengthen the internal control of monetary funds, standardize the behavior of monetary funds, ensure the safety and integrity of monetary funds, improve capital efficiency and prevent errors and fraud in the process of monetary fund management. We have formulated fund management system, expense reimbursement management system and comprehensive budget management system.
The company strictly abides by the fund management system, expense reimbursement system and comprehensive budget management system to ensure the separation of incompatible positions in handling fund business; Through the authorized examination and approval procedure, the highest fund examination and approval authority of examination and approval personnel at all levels is clarified to ensure the safety of funds. All work of fund management complies with national laws, regulations and the company’s system, and no violations are found.
(3) Fund raising and fund management
In accordance with the accounting law, accounting standards for business enterprises, basic norms of internal control of enterprises and other relevant laws and regulations, the company has established financial management control system and relevant operating procedures, such as financial management system, fund management system and comprehensive budget management system, which has refined the amount of financing, approval process and purpose of financing. The relevant systems cover the main links of financing, Improve the efficiency of financing. (4) Management of use of raised funds
The company strictly abides by the relevant laws and regulations of the CSRC on the raised funds of listed companies, formulates and strictly implements the management system of raised funds, defines the storage, use, management and supervision procedures of the special account for raised funds, strengthens the supervision of the use of raised funds and the disclosure of information, and protects the interests of investors.
11. Asset management
The company has formulated the compilation of equipment management systems, infrastructure control procedures and other relevant systems, which regulate the purchase, purchase, acceptance, use and maintenance, allocation, idle management and disposal of fixed assets. The company shall organize a comprehensive inventory of fixed assets at least once a year. In the process of inventory taking, it shall not only check the consistency between the accounts and facts of fixed assets, but also check and verify the use efficiency and maintenance of fixed assets, and deal with the problems in the inventory in time.
12. Procurement and payment business
In order to effectively control material procurement, reduce procurement costs, ensure procurement quality and ensure material supply, the company has formulated relevant systems such as control procedure for external provision process, products and services, which standardize the business operation process of all links of procurement and payment management, division of responsibilities and authorization approval, supplier management, procurement plan, procurement application, inquiry and price comparison, signing and execution of procurement contract, and procurement acceptance, Concession acceptance, return, purchase settlement and other contents are detailed; It covers the main links of procurement and payment business, effectively reduces procurement costs, improves procurement efficiency, and effectively prevents the risk of procurement fraud.
The responsibilities, authorities and positions of all links of the company’s procurement business are separated, and the supplier selection and management procedures are effectively implemented. The procurement plan is reasonable, the procurement application record is true and complete, and the approval process of all links of procurement is implemented in place. The procurement budget has been reasonably controlled
