Securities code: Huasi Holding Company Limited(002494) securities abbreviation: Huasi Holding Company Limited(002494) Announcement No.: 2022006
Huasi Holding Company Limited(002494)
Self evaluation report on internal control in 2021
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Huasi Holding Company Limited(002494) all shareholders:
In accordance with the provisions of the basic norms of enterprise internal control and its supporting guidelines and other internal control regulatory requirements (hereinafter referred to as the "enterprise internal control normative system"), combined with Huasi Holding Company Limited(002494) (hereinafter referred to as the "company") internal control system and evaluation methods, on the basis of daily 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, 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、 Internal control evaluation conclusion
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 and important defects in the company's internal control over non-financial reports, the company found no major and important defects in the company's 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 main units included in the evaluation scope include: Huasi Holding Company Limited(002494) and its subsidiaries, including Beijing Huasi Garment Co., Ltd., Suning Jingnan fur city Co., Ltd., Hebei Huasi life shopping plaza Trading Co., Ltd., Cangzhou Huazhuo Investment Management Center (limited partnership), Hebei Huasi fur town Co., Ltd., Suning Shangcun fur auction Co., Ltd., Hong Kong Ruiling Group Co., Ltd Hong Kong Ruicheng Enterprise Co., Ltd. and Suning Huajin Business Co., Ltd. are included in the evaluation scope. The total assets of the unit 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, development strategy management, safety production management, quality management, risk control management, internal audit and supervision management, fund management, investment management, procurement and supplier management, sales management, customer management, production and operation management, fixed assets management, intangible assets management, research and development management, comprehensive budget management, financial report management Human resource management, contract management, internal system management, information system management, confidentiality management, etc.
1. Governance structure
According to the provisions of the company law, the articles of association and other relevant laws and regulations, the company has established a standardized governance organization with the general meeting of shareholders, the board of directors and the board of supervisors as the core, and clarified the functions and powers of the general meeting of shareholders, the board of directors and the board of supervisors through system construction.
(1) General meeting of shareholders
The general meeting of shareholders is the highest authority of the company. Shareholders exercise their rights according to law through the general meeting of shareholders. The general meeting of shareholders of the company has formulated clear rules of procedure for the general meeting of shareholders, which specify the convening and voting procedures of the general meeting of shareholders, as well as the authorization principle of the general meeting of shareholders to the board of directors. Through the shareholders' meeting system, the company has established and improved effective channels of communication with shareholders, actively listened to the opinions and suggestions of shareholders, ensured that all shareholders have equal rights to know, participate and vote on major matters of the company stipulated in laws, administrative regulations and the articles of association, and ensured the work efficiency and scientific decision-making of the shareholders' meeting, so as to enable investors to obtain good investment returns.
(2) Board of directors
The board of directors is the management decision-making body of the company. The general meeting of shareholders of the company elects directors in strict accordance with the selection and appointment procedures stipulated in the company law and the articles of association. The number and composition of the board of directors of the company meet the requirements of laws and regulations. The current board of directors has 7 members, including 3 independent directors.
The convening, convening and decision-making procedures of the board of directors of the company shall be carried out in strict accordance with relevant regulations, and the company shall provide the participating directors with complete information related to the discussion of proposals. The notice time, authorization and other matters of the board of directors comply with relevant regulations. The minutes of the board meeting shall be kept complete and safe. The resolutions of the board meeting shall be disclosed in a timely manner in accordance with the provisions of the Listing Rules of Shenzhen Stock Exchange, the rules of procedure of the board of directors and the management system of company information disclosure.
(3) Board of supervisors
The board of supervisors is the supervisory body of the company. The board of supervisors of the company strictly implements the relevant provisions of the company law and the articles of association. The number and personnel meet the requirements of laws and regulations. The board of supervisors of the company is composed of three supervisors, including two employee representative supervisors. The general meeting of shareholders of the company formulated the rules of procedure of the board of supervisors to clarify the discussion methods and voting procedures of the board of supervisors, so as to ensure the effective supervision of the board of supervisors. The articles of association stipulates that the board of supervisors shall enjoy the right to know, suggestion, report and supervision conferred by laws and regulations.
2. Internal organizational structure
The internal institutions set up by the company include: general manager's office, human resources department, administration department, securities affairs department, procurement department, design and R & D center, production department, finance department, internal audit department, sales department and safety and environmental protection 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. Corporate culture
The company's business philosophy is people-oriented, persistent and enterprising, expanding the market and honest service.
Advocating team spirit and constantly pursuing innovation are the source of the company's continuous development and the capital on which the company depends for growth; Modern enterprise management and professional enterprise development strategy are the goals that enterprises always pursue. Efficiency and efficiency are the soul of enterprise management, and high-quality employees are the greatest wealth of the company. The company takes market demand as the guidance, takes user satisfaction as the goal, adheres to modern management as the means, and provides first-class products and services with continuous innovation. The company attaches great importance to strengthening cultural construction, cultivating positive values and sense of social responsibility, advocating honesty and trustworthiness, love and dedication, innovation and teamwork, establishing modern management concept and strengthening risk awareness. Directors, supervisors, managers and other senior managers shall play a leading role in the construction of corporate culture. Employees of the enterprise shall abide by the code of conduct for employees and earnestly perform their post responsibilities
4. Risk assessment
The company has formulated reasonable control objectives and established an effective risk assessment mechanism to identify and respond to internal and external risks related to the realization of control objectives and determine the corresponding risk tolerance. According to the strategic objectives and development ideas, combined with the characteristics of the industry, the company has established a systematic and effective risk assessment system, which is responsible for assessing various risks of the company. According to the set control objectives, comprehensively and systematically collect relevant information, accurately identify internal and external risks, and conduct risk assessment in time to make the risk controllable
5. Internal audit and control
In order to implement the company's rules and regulations, ensure the safety and integrity of assets and ensure the accuracy of financial and non-financial information generated in business activities, the internal audit department shall regularly or irregularly review the situation of important business links such as sales and procurement, put forward written audit reports, put forward audit suggestions and opinions on existing problems and asset survival, and report them to the company for treatment and confirmation.
6. Human resources policy
The company believes that the competition of enterprises lies in the competition of talents. The company has formulated human resources policies conducive to the sustainable development of enterprises, including: employment, training, dismissal and resignation of employees; Salary and assessment of employees. 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. The company also carries out various forms of follow-up training and education for different posts according to the needs of actual work, so that employees can be competent for their jobs.
7. Control activities
In 2021, the company established and improved the internal control system at all levels and played an important role in the organization, promotion and coordination of internal control.
(1) Corporate governance
In accordance with the provisions of the company law, the securities law and other relevant laws and regulations, the company has formulated and improved 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 related party transaction system, the raised funds management system, the information disclosure management system, the working system of independent directors, the working rules of the Secretary of the board of directors Major rules and regulations such as the registration management system for insiders of inside information, so as to ensure the standardized operation of the company and promote the healthy development of the company.
In order to ensure the continuous and stable growth of the company, the board of directors of the company attaches importance to the construction of a standardized corporate governance structure and internal control system, and formulates or revises a series of relevant rules and regulations around the improvement of corporate governance and internal control. The company conscientiously implemented the requirements of the basic norms of enterprise internal control issued by the five ministries and commissions and the guidelines on internal control of listed companies issued by Shenzhen Stock Exchange, strengthened internal management, supervision and inspection, rectified the weak links of internal control system, and effectively improved the risk prevention ability; Further improve the company's internal control construction, standardize the annual report information disclosure procedures, effectively improve the quality of information disclosure, and strengthen the monitoring of the company's board of directors on the preparation of financial reports.
(2) Independent directors
The company has formulated the working system for independent directors, in which the provisions on the qualifications and terms of reference of independent directors meet the relevant requirements of the CSRC. Independent directors carry out their work in strict accordance with the articles of association and the working system of independent directors. Their duties are based on independent judgment and are not affected by the main shareholders and actual controllers of listed companies. Independent directors put forward many constructive opinions on the company's development strategy, improving the company's internal control and decision-making mechanism, and played a supervisory and advisory role in the company's major production and operation decisions and internal audit. The independent directors of the company have the necessary knowledge base to perform their duties, comply with the relevant provisions of the CSRC, can perform the duties of independent directors in the decision-making of the board of directors, carefully review the company's annual report, audit report, board of directors and other relevant documents, including expressing independent opinions on major related transactions and external guarantees, the company's development strategy and decision-making mechanism, the appointment and dismissal of senior managers and other matters, Play the role of independent directors.
(3) Daily operation management
The company has formulated financial management system, seal management regulations, travel expense reimbursement management system and other financial related systems; Human resources management regulations, attendance management system and other human resources related systems; Regulations on raw leather procurement management, measures for raw leather procurement and cash expenditure and other procurement and inventory related systems; Management measures for finished products ex warehouse and other sales related systems. Based on the basic system, the company has a series of systems covering the daily production management process to ensure that all work has rules to follow, forming a standardized management system.
In order to ensure the realization of the company's control objectives, the company has also established necessary control procedures. It mainly includes: 1) capital operation and management
The company has standardized the approval authority and approval procedures of internal fund payment through financial management system, fund management system and cash management system of original leather acquisition. The company stipulates the application, approval authority, review and payment of fund payment from three aspects: investment capital, financing capital and working capital. Determine the approval responsible person, approval authority and approval procedures according to different types of business.
During the reporting period, the company earnestly complied with the established rules and regulations, and no violations were found. The internal control of the company's monetary funds was effective.
2) Procurement management
The company standardizes and controls the procurement and payment links through the contract management system, raw leather procurement management regulations, raw leather procurement and cash expenditure measures and other systems. The above system covers supplier evaluation procedures, inquiry and price comparison procedures, purchase contract conclusion and payment of accounts payable. It clearly describes the responsibilities and authorities of each post, ensuring the separation of incompatible posts and matching with the scale and business development of the company.
The procurement department implements the daily report system according to the company's regulations. The procurement application defines the key elements such as procurement category, quality grade, specification, quantity and standard. The procurement records are true and complete, and the approval processes at all levels in the procurement process are implemented in place. Timely control of procurement progress, complete acceptance and warehousing procedures, timely delivery of procurement invoices to finance, and reasonable payment procedures. The implementation of the company's internal control over procurement and payment is effective.
3) Sales management
The company strictly regulates the product pricing control, order acceptance, delivery and distribution, return and exchange, advertising and credit management through the management measures for finished product delivery, contract management system, working capital management measures and other systems, and ensures the separation of incompatible positions in the setting of Posts and authorities.
The functions and powers of employees in relevant positions in the company's sales and collection processes are separated, and the recovery of accounts receivable is monitored monthly according to the customer's credit limit; Separate the incompatible positions of price negotiation and contract conclusion. The implementation of the company's internal control over sales and collection is effective.
4) Production and quality management
The company has formulated the workshop standard production process and safety and environmental protection system, which is responsible for the formulation of production plan
