Internal control evaluation report in 2021
Utour Group Co.Ltd(002707) 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 the internal control system and evaluation methods of the company (hereinafter referred to as the "company"), 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 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.
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) scope of internal control evaluation
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 Utour Group Co.Ltd(002707) and its branches and subsidiaries, including younaide (Beijing) International Travel Agency Co., Ltd., Zhuyuan International Travel Agency Co., Ltd., Beijing Zhongxin youyou International Travel Agency Co., Ltd., Shanghai Zhongxin International Travel Agency Co., Ltd., Sichuan Zhongxin International Travel Agency Co., Ltd., Beijing Youtuo Aviation Service Co., Ltd Zhongxin Borui Integrated Marketing Consulting Co., Ltd., Beijing Zhongxin miracle International Travel Service Co., Ltd., Hong Kong Zhongxin International Travel Service Co., Ltd., Beijing Youlian currency exchange Co., Ltd., Shanghai Zhongxin Julong International Travel Service Co., Ltd., Shanghai Youkui Investment Management Co., Ltd., Beijing Kaiyuan zhouyou International Travel Service Co., Ltd., Beijing Youda entry-exit Service Co., Ltd. and other companies included in the scope of accounting statement consolidation, 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: Tourism wholesale, tourism retail, integrated marketing services, and other industry businesses (immigration real estate, currency exchange, etc.); The high-risk areas of focus mainly include: monetary capital, sales and collection, cost and purchase payment, related party transactions, external guarantee, external investment, information disclosure and other business areas.
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. (II) internal control structure of the company 1. Internal control environment (1) management philosophy and business style
Taking "decent operation and modest life" as the social training, the company adheres to the development path from tourism to travel, expands its business from outbound tourism to China Tourism and "tourism +" outbound services, and gradually extends to a series of tourism and comprehensive services such as China tourism, high-end tourism, business awards, study abroad, immigration real estate, health and medical treatment and destination services.
Focusing on the core of tourism business, carry out vertical expansion of industrial chain integration in three aspects: destination resources, product design and service and Wuxi Online Offline Communication Information Technology Co.Ltd(300959) marketing channels, and constantly consolidate and strengthen the advantages of tourism business; And expand a series of comprehensive tourism services, including study tours, immigrant real estate, health care, tourism shopping, etc., focusing on the three elements of users, resources and channels, realize customer sharing, resource sharing and channel sharing, give play to business synergy, strengthen the control of both ends of Chinese tourist source channels and overseas destination resources, and strive to become the most competitive comprehensive tourism service provider in China.
In terms of tourism business, the company adheres to the development strategy of integrating wholesale and retail and Wuxi Online Offline Communication Information Technology Co.Ltd(300959) combined multi-channel operation, with service quality as the premise and products as the core, so as to promote the mutual promotion and coordinated development of various businesses. (2) Governance structure
The company has established the corporate governance structure of the general meeting of shareholders, the board of directors, the board of supervisors and the management in accordance with the provisions of the company law, the securities law, the guidelines for the governance of listed companies, the guidelines for the articles of association of listed companies and other laws and regulations, formulated corresponding rules of procedure, clarified the responsibilities and authorities in decision-making, implementation and supervision, and formed a scientific and effective division of responsibilities and check and balance mechanism. There are four special committees under the board of directors: Audit Committee (internal audit department), salary and assessment committee, strategy committee and Nomination Committee, so as to further improve the governance structure and promote the scientific and efficient decision-making of the board of directors. (3) Organizational structure
At the level of management organization construction, in order to better implement the company's development strategy, according to the nature of business and management mode, the company is divided into five parts: tourism business, integrated marketing services, other tourism and related services (emerging tourism business, currency exchange, immigration real estate, technology development and services), strategic investment and functional departments, The tourism business segment is mainly divided into retail business and wholesale business (younaide tourism and panoramic Tourism); The integrated marketing service business segment takes Zhongxin Borui as the primary body, and has business segments (subsidiaries) such as Borui business, youyiwen public relations, Youzhong exhibition and zhongxinyuanshan. Other tourism and related service sectors mainly include emerging tourism business, currency exchange, industrial chain and immigration real estate, technology development and services; Functional departments include quality control and training department, customer service center, group brand department, group finance department, strategic investment department, human resources department, enterprise management department, securities affairs department, legal department, network technology department, etc. The internal post responsibility regulations of the company specify the responsibilities and working procedures of each department in detail. All functional departments shall have a clear division of labor, assume their respective responsibilities, cooperate with and supervise each other.
The organization chart is as follows:
(4) Internal audit
The internal audit department of the company is directly responsible to the board of directors. Under the guidance of the audit committee of the board of directors, the internal audit department independently exercises audit functions and powers without interference from other departments and individuals.
The internal audit department is equipped with full-time auditors to conduct internal audit on the company's operation and management, financial status and internal execution, and make objective evaluation on the authenticity, rationality and compliance of its operating benefits. (5) Human resources policy
The company adheres to "people-oriented", respects, understands, cares about and shapes people, and strives to shape the personality of "people of faith" who are passionate, righteous, enterprising and enterprising. The company implements a full-time labor contract system, and all employees participate in the overall planning of social insurance. A series of human resource management systems have been established, including employment and dismissal system, employee daily code of conduct, salary and welfare system, employee leave system, training system, etc., and a relatively perfect performance appraisal system has been established. The company provides longer paid leave for employees with more than 3 years, and provides employees with canteen, mother and baby room, shower room and other amenities. The company pays attention to the training of new and old employees, provides a good environment for the growth of employees, encourages small teams to start their own businesses within the enterprise, pays attention to employees' innovation and stimulates employees' vitality.
The company adheres to the employment policy of "having both ability and political integrity and becoming talents on post", takes "virtue, ability and diligence" as the standard for selecting talents, and most of the young and middle-aged leading cadres are trained and selected from the grass-roots level. Provide middle-level management training and Drucker School of management training for excellent talents.
The company pays attention to employee incentive and profit sharing. After listing, the company has implemented the restricted stock incentive plan in a planned way, accounting for about 10% of the total number of employees, and implemented the employee stock ownership plan guaranteed by the main management shareholders of the company.
The existing human resources policy basically ensures the stability of personnel and the demand of various departments for human resources. 2. Risk assessment
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: comprehensively and systematically collect relevant information according to the set control objectives, accurately identify internal and external risks, and conduct risk assessment in time to make the risk controllable. At the same time, in view of the business risks faced by the tourism industry, the company has established a perfect quality control method and emergency response mechanism, established an emergency leading group, defined the monitoring, reporting and handling procedures and time limit of various major emergencies, and established an supervision system and accountability system. 3. Internal control system (1) decision management system
The board of directors of the company has established a strategy committee and formulated the rules of procedure of the strategy committee of the board of directors, which defines the main contents of major decisions, conducts feasibility studies on enterprise strategies, major investments, asset purchases and major financing, reviews the results of feasibility studies, and makes decisions in accordance with the approval procedures. (2) Budget management system
The budget management system has been formulated and the relevant provisions on budget preparation, implementation, control, adjustment, analysis and assessment have been effectively implemented. The company uses information system control to assess all departments and posts in strict accordance with the budget. (3) Accounting system and financial reporting system
The company has set up a financial department with full-time accounting. The personnel of the accounting organization have a clear division of labor, and set up posts such as cashier, cost accounting, accounting and audit. All posts can coordinate and supervise each other, effectively form "internal containment" and rotate posts regularly.
The company's financial and accounting system shall comply with the accounting standards for business enterprises issued by the Ministry of Finance and relevant supplementary provisions on financial accounting; The financial management system has been formulated and improved according to the needs of financial management, Including financial management system, accounting policies, general norms for accounting business processing, fund management, creditor's rights asset management, accounts receivable management, investment management, measures for the administration of external guarantees, measures for the administration of external investment, property inventory, financial analysis, financial reporting system, financial bills and seals management and accounting archives management, which effectively standardize the company's financial and accounting work. The company has formulated a series of internal accounting control systems, which are actually followed in all relevant business activities. These systems cover the whole process and all links of the company's operation and management, so that each business activity of the company has rules to follow, and the legality, compliance, authenticity and integrity of the company's financial revenue and expenditure and relevant economic activities have been reasonably guaranteed.
On the basis of national unified accounting subjects, the company sets detailed accounts uniformly throughout the company, and clearly formulates the processing procedures of accounting vouchers, accounting books and accounting reports. The accounting system can ensure that: │ business activities are carried out in accordance with appropriate authorization;
Transactions and events can be recorded in a timely manner in an appropriate accounting period with the correct amount;
The contact and handling of assets and records are properly authorized;
Regularly check the book assets and physical assets;
The post responsibility system of accountants shall be implemented, with clear authorization between posts and mutual restriction, coordination and supervision.
The company consolidates the accounting statements prepared by its subsidiaries, and prepares the parent company and consolidated financial statements and corresponding notes to the accounting statements. The preparation method of consolidated statements shall be implemented in accordance with the accounting standards for business enterprises.
The financial accounting report shall be submitted to the board of directors after being reviewed and issued by the financial manager, the person in charge of the financial department (chief financial officer) and the general manager, and shall be provided to the outside world after the board of directors discusses and makes approved resolutions, performs necessary commitments and issuance procedures. (4) Electronic information system control
The headquarters of the company uses TISP system for business management (the upgraded system of the original ERP integrated operation management system) to record and calculate the business group opening, registration, change, settlement and other operations. The company has formulated the network security management system, including firewall management, server management (external network application and internal network management, in which internal network management includes domain management, web page filtering, internal network sharing, virus detection and anti-virus, server data backup), computer authorization management (general computer and financial computer), etc.
The company uses computer system to improve the integrity, accuracy and timeliness of accounting information, which is actually applied in the field of accounting. During the use of the computerized accounting system, strict information confidentiality measures and network technology security protection measures have been formulated. The company has effectively authorized, managed and controlled the data input and output, document storage and backup of electronic information systems such as UFIDA financial software, TISP system and interbank distribution system, and separated the system development, maintenance and business processing personnel, so as to effectively ensure the security of the system and network, Ensure the operation safety of the company.
(5) Monetary Fund Management
In order to strengthen the management and internal control of the company's monetary funds and ensure the safety of monetary funds, the company has formulated the internal control system of monetary funds. It defines the post division control, authorization and approval control, cash control, bank deposit control, Bill control, seal control and other relevant systems of monetary fund management. Of which:
Control of post division of labor: set posts according to the principle of separation, restriction and supervision of incompatible posts;
Cash control: implement cash limit management and regular inventory system;
◆ bill control: blank cheques shall be kept by special personnel, and the person who keeps the cheques shall not keep all the bank seals at the same time;
Seal control: the special financial seal shall be kept by the financial manager, and the personal seal shall be kept by himself or his authorized person. It is strictly prohibited for one person to keep all the seals required for payment;
Account management: the company shall not lend accounts to others or provide accounts to serve others. (6) Sales and collection
In order to strengthen the internal control of sales and collection, standardize sales behavior and prevent errors and fraud in the process of sales and collection, the company has formulated the internal control system of sales and collection. Clarify the post division control, authorization approval control, sales control, collection control and other relevant systems of sales and collection. Of which:
1) Job division control: each sales department has formulated job responsibilities and sales processes, and defined the whole process of sales business; Separation of sales and collection work, for peer customers and integrated marketing service customers
