Dongguan Winnerway Industry Zone Ltd(000573)
Internal control evaluation report in 2021
Dongguan Winnerway Industry Zone Ltd(000573) all shareholders:
According to the provisions of the basic norms of enterprise internal control and its supporting guidelines and other internal control supervision requirements (hereinafter referred to as the enterprise internal control standard system), combined with Dongguan Winnerway Industry Zone Ltd(000573) (hereinafter referred to as the company) internal control system and evaluation methods, on the basis of daily supervision and special supervision of internal control, We evaluated 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, the continuous changes of internal environment, macro environment, policies and regulations may lead to the inapplicability or deviation of the original control activities. Therefore, the company will timely supplement and improve the internal control system to provide reasonable guarantee for the authenticity and integrity of financial reports and the realization of the company's strategy and business objectives.
2、 Internal control evaluation conclusion
According to the identification of major defects and important defects in the company's internal control over financial reporting, there are no major defects and important 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 and important defects in the company's internal control over non-financial reports, the company found no major defects and important defects in the internal control over non-financial reports on the benchmark date of the internal control evaluation report.
There are no factors affecting the evaluation conclusion of the effectiveness of internal control from the base date of the internal control evaluation report to the date of issuance of the internal control evaluation report.
3、 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 units included in the evaluation scope this year include: the headquarters of the company and its subordinate enterprises Guangdong Hongyuan Group Real Estate Development Co., Ltd., Dongguan Kangcheng holiday Real Estate Development Co., Ltd., Dongguan ditingshan Real Estate Development Co., Ltd., Suzhou Tianjun financial services Industrial Park Co., Ltd., Dongguan Hongyuan Hydropower Engineering Co., Ltd., Weining Jieli coal coke Co., Ltd., Weining coal mine 10 enterprises, including Guangdong Hongyuan Investment Co., Ltd. and Yingde Xinyu nonferrous metal renewable resource products Co., Ltd., whose total assets accounted for 100% of the total assets in the company's consolidated financial statements, and the total operating revenue accounted for 100% of the total operating revenue in the company's consolidated financial statements; The main items included in the evaluation scope include: organizational structure, development strategy, information and communication, social responsibility, subsidiary management and corporate culture; The main businesses included in the evaluation scope include: fund management, fund-raising management, investment management, guarantee business, human resources, property management, engineering management, procurement management, sales management and information system. The evaluation results of various matters and businesses are described as follows:
1. Organizational structure
In accordance with the company law, the securities law and other relevant laws and regulations, the company has established a perfect corporate governance structure and deliberative organization, made clear division of labor arrangements for the establishment, responsibilities and authorities, working procedures and relevant requirements of the general meeting of shareholders, the board of directors, the board of supervisors, the general manager's office meeting and various levels of internal organizations, and established the balance of rights among the general meeting of shareholders, the board of directors, the board of supervisors and the general manager's office meeting. The general meeting of shareholders enjoys the legal rights stipulated in laws and regulations and the articles of association, and exercises the company's business decision-making power according to law. Among the existing five directors of the board of directors, two are independent directors. Independent directors serve as conveners of various special committees to ensure that independent directors can better play their role of checks and balances and management. The general manager's office meeting is responsible for implementing the resolutions of the general meeting of shareholders and the board of directors, and through regular sorting and evaluation mechanism, it ensures that the corporate governance structure, internal structure setting and operation mechanism meet the normative requirements of modern enterprise management.
2. Development strategy
The company has established a strategy committee under the board of directors, and designated the general manager's office to be responsible for strategic management and perform corresponding responsibilities. Through the collection and analysis of internal and external information, special research and discussion, and extensive solicitation of opinions, the company has formulated a strategic plan in line with the actual situation of the company. Through the decomposition of the objectives of the development strategy, the company has formulated an appropriate annual work plan to ensure the effective implementation of the development strategy.
3. Information and communication
The company has formulated various management systems such as information confidentiality system, information disclosure management measures and meeting management measures to standardize the company's operation and management information transmission activities.
In the process of daily operation and management, all functional departments of the company perform their respective duties according to the requirements of the company's business operation process specifications to ensure the reasonable communication and transmission of various information contents.
In terms of information disclosure, in accordance with the company law, the securities law, the Listing Rules of Shenzhen Stock Exchange, the articles of association and other relevant provisions, the company has formulated the management measures for information disclosure, the accountability system for major errors in annual report information disclosure, and the management system for connected transactions. The Securities Affairs Department of the company is responsible for drafting external information manuscripts, which are reviewed by the Secretary of the board of directors, After performing the examination and approval procedures, the company will disclose to the public. The company selects media such as China Securities Journal, securities times and cninfo as the information disclosure channels, and the information required to be disclosed will be first disclosed in the above designated media.
In terms of communication with investors and partners, the company has established reasonable and transparent communication channels. In addition to publishing the company's information through legal information disclosure channels, investors can also understand the company's information through the company's official website, telephone, e-mail and other means. Through Internet communication platforms such as website messages and easy interaction, investors can ensure that they understand the company's business trends in time and strengthen investors' trust in the company, Good communication with shareholders, institutional investors, news media and securities institutions has been maintained.
4. Social responsibility
The company has always attached importance to the coordination between economic and social benefits, short-term and long-term interests, self-development and social development, and has carried out relevant institutional constraints and risk control around the aspects of safe and civilized construction, project quality management, environmental protection and resource conservation in the process of project construction, employment promotion and employee rights and interests protection in the development of enterprises. The company has always been enthusiastic about social charities, actively participated in various disaster relief donations and activities to help vulnerable groups, and actively fulfilled its responsibilities and obligations in social public welfare.
5. Subsidiary management
The company has established the subsidiary management system, internal control management measures, authorization management measures and other relevant management systems. In terms of the report and review of major events of subsidiaries, the company has made a detailed division of the review and approval process and authority of "three important and one major" events of subsidiaries, implemented strict review and reporting methods, and classified the work of subordinate enterprises according to work functions, Formulate the internal document circulation and countersignature process supervised by subordinate enterprises, and improve the efficiency of daily management and communication; At the same time, subsidiaries are required to regularly report various operation and management information to the head office, carry out internal control inspection on subsidiaries regularly, put forward rectification requirements for the problem points found in the inspection, and make rectification within a time limit.
The company also requires the principals of subordinate enterprises to report on their work from time to time, hold annual summary meetings and other ways to strengthen the reasonable supervision of subordinate enterprises, and inspect and supervise the effective performance of the responsibilities of all levels of subordinate enterprises of the company.
6. Corporate culture
The company has always focused on cultivating corporate culture with its own characteristics, carrying out sports competitions in various forms of culture, values and business philosophy and holding cultural and recreational activities for employees in traditional festivals, strengthening employees' understanding of corporate culture, and improving employees' sense of belonging and cohesion by holding various employee collective activities with rich contents from time to time, advocating team spirit and taking the enterprise's leading group as the core, For the realization of the business objectives of the enterprise, all employees perform their respective duties, show their strengths, form a team with strong combat effectiveness and adaptability, and widely spread the company's corporate culture into the daily behavior of employees with the help of the company's website, the company's EAS information platform and other external and internal media.
7. Fund management
The company has carried out effective control and standardization around the front and back links of capital activities, formulated a series of systems such as capital management system, detailed rules of financial management system and financial management and accounting system, clarified the requirements for the separation of responsibilities, rights and responsibilities and posts in financing, investment and operation, asset management and other links, and strengthened the management and control of capital business in terms of the company's capital management and settlement requirements, A strict authorization review procedure has been established to strengthen the unified monitoring of the capital business of subsidiaries, so as to ensure the safe and effective operation of enterprise funds.
8. Guarantee business
The company strictly controls the guarantee business. In accordance with the relevant national regulations and the articles of association, the company has formulated the provisions on regulating the guarantee behavior of the company to clarify the object, scope, method, procedure, approval authority and other matters of the guarantee. During the reporting period, the company did not have any illegal guarantee behavior, nor did major shareholders occupy the company's funds in violation of regulations.
9. Human resources
The company implements the concept of "employees are the greatest wealth of the enterprise", attaches great importance to human resources construction, continuously improves the level of human resources management, takes employees' professional ethics and professional ability as an important standard for selection and employment, and aims to establish a "learning organization" through employee training activities, create a good learning atmosphere for the enterprise, and promote employees' skill renewal and knowledge iteration, Better adapt to the changes of business competition situation. In 2021, in order to broaden the vision of the company's employees and improve their professional competence, a series of "Hongyuan class" activities were carried out, and the construction of talent echelon was strengthened through the combination of internal training and external professional training, so as to continuously improve the comprehensive quality of employees; Regularly give incentives such as promotion and salary increase to employees with excellent performance; Continuously improve the accommodation environment of employees, provide logistical support for employees, especially expatriates, and eliminate their worries. At the same time, a comprehensive human resource management system has been established to clarify the management requirements for the introduction, training, assessment, incentive and withdrawal of human resources, so as to ensure that the staff team is in a continuous optimization state.
10. Property management
The company set up a special property management team, formulated detailed property management operation processes such as daily property management process, project maintenance process of property management team and entrusted property management process, and simplified, updated and revised the process according to the actual situation, so as to ensure the normal use of customers and improve the satisfaction of customers in the industrial zone and the management quality of leased properties.
11. Contract management
The company has formulated the contract management system, which specifies the relevant contract business to be signed in detail, defines the procedures and requirements for contract negotiation, formulation, review, approval, implementation, evaluation and dispute handling, and designated the office as the centralized Department of contract management, and designated a special person to track the performance of the contract, so as to ensure the effective performance of the contract and effectively safeguard the legitimate rights and interests of the company.
12. Engineering Management
The company has established standardized operation procedures and risk control around the project initiation, design, bidding, cost, construction, inspection, acceptance and other links of the project, defined the responsibilities and authorities of relevant departments and posts, separated incompatible positions such as feasibility study and decision-making, budget preparation and review, project implementation and price payment, completion final accounts and audit, and strengthened the monitoring of the whole process of project construction, Ensure the quality, progress and capital safety of the project.
13. Procurement management
The company has established a sound management system related to the procurement business, made overall arrangements for the procurement plan, defined the responsibilities and approval authorities of purchase requisition, approval, acceptance and payment, reduced procurement risks, and ensured that the purchased goods are reliable in quality and fair in price, which meets the needs of the company.
14. Sales management
The subordinate enterprises of the company have formulated corresponding sales management systems, comprehensively sorted out the sales business process, stipulated the responsibilities and approval authority of early sales planning, pricing decision, sales contract signing and delivery in the sales process, and strengthened the management of sales plan to ensure the realization of sales objectives. 15. Information system
The company attaches importance to information construction and has formulated information management systems such as it information system management system, it project management system and EAS system management measures, implemented Kingdee EAS information system and basically realized computerization and networking of enterprise management. At present, most of the company's document circulation has realized paperless office, and gradually established an effective working mechanism to prevent system risks and ensure the normal operation of the information system, And continuously improve the efficiency of enterprise management through the continuous optimization and upgrading of information system.
The high-risk areas that the company focuses on mainly include fund management, guarantee business, procurement business, contract management, project management, 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.
（2） Basis of internal control evaluation and identification standard of internal control defects
In order to continuously improve the enterprise's internal control standard system and various management systems, the company regularly revises various management systems, combs business processes, revises the internal control manual, and organizes the annual internal control evaluation based on the revised internal control manual.
The board of directors of the company distinguished the internal control of financial report from the internal control of non-financial report according to the identification requirements for major defects, important defects and general defects of the enterprise internal control standard system, combined with the factors such as the company's size, industry characteristics, risk preference and risk tolerance, and studied and determined the specific identification standards of internal control defects applicable to the company, which are consistent with the previous years.
The identification standards of internal control defects determined by the company are as follows:
1. Identification criteria for defects in internal control over financial reporting
The quantitative criteria for the evaluation of internal control defects in financial reporting determined by the company are as follows:
Defect grade general defect important defect major defect
project
The amount of potential misstatement and understatement is lower than that of the evaluated unit in the year of the evaluated unit and higher than that of the evaluated unit in the year of the evaluated unit
