Huajin Securities Co., Ltd
About Guangzhou Goaland Energy Conservation Tech Co.Ltd(300499)
Verification opinions on self-evaluation report of internal control in 2021
Huajin Securities Co., Ltd. (hereinafter referred to as "Huajin securities") is the sponsor of Guangzhou Goaland Energy Conservation Tech Co.Ltd(300499) (hereinafter referred to as " Guangzhou Goaland Energy Conservation Tech Co.Ltd(300499) " and "the company") to issue convertible corporate bonds to unspecified objects, In accordance with the requirements of regulations and normative documents such as the measures for the administration of securities issuance and listing recommendation business, the guidelines for the governance of listed companies, the Listing Rules of Shenzhen Stock Exchange on the gem (revised in December 2020), the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of listed companies on the gem, and the basic norms of enterprise internal control, The self-evaluation report on internal control in Guangzhou Goaland Energy Conservation Tech Co.Ltd(300499) 2021 was checked. The details are as follows:
1、 Basic information of the company's internal control
(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 scope of evaluation include: the company's headquarters and its subsidiaries, wholly-owned subsidiaries and holding subsidiaries. The total assets of the units included in the scope of evaluation account for 100% of the total assets in the company's consolidated financial statements, and the total operating income accounts for 100% of the total operating income in the company's consolidated financial statements.
The evaluation scope of the company's internal control involves each business department and each operation link. The main businesses and matters included in the evaluation scope include: organizational structure, strategic management, human resources, social responsibility, corporate culture, risk assessment, capital activities and guarantee management, procurement business, sales business, asset management, research and development, financial reporting and tax management, comprehensive budget management, contract management, internal information management, information system management, etc; The high-risk areas of focus mainly include: product quality, capital activities, financial reports, sales business and other risk 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) basic principles followed by the company's internal control system
1. Principle of comprehensiveness: the company's internal control runs through the whole process of decision-making, implementation and supervision, covering various businesses and matters of the company and its subsidiaries.
2. Principle of importance: the company's internal control focuses on important business matters and high-risk areas on the basis of comprehensive control.
3. principle of checks and balances: the company's internal control has formed a role of mutual restriction and supervision in the aspects of governance structure, institutional setting, distribution of rights and responsibilities, business processes, etc., while taking into account the operation efficiency.
4. Principle of adaptability: the company's internal control shall adapt to the company's business scale, business scope, competition and risk level, and shall be adjusted in time with the changes of the situation.
5. Cost benefit principle: the company's internal control balances the implementation cost and expected benefits to achieve effective control at an appropriate cost.
(III) internal control evaluation basis and internal control defect identification standard
The company organizes the internal control evaluation according to the requirements of the enterprise internal control standard system and in combination with the relevant internal control systems and evaluation methods of the company.
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 standards of internal control defects in financial reports
(1) Based on the data of the consolidated financial statements, the quantitative criteria for the evaluation of internal control defects in financial reporting determined by the company are as follows:
Quantitative standard of defect classification
The amount of misstatement in the financial statements falls within the following range:
Major defects 1) the amount of misstatement ≥ 1% of the total assets
2) The amount of misstatement ≥ 10% of the total profit before tax
The amount of misstatement in the financial statements with significant defects falls within the following range:
1) 0.5% of total assets ≤ misstatement amount ＜ 1% of total assets
2) 5% of total profit before tax ≤ misstatement amount ＜ 10% of total profit before tax
The amount of misstatement in the financial statements falls within the following range:
General defects 1) the amount of misstatement is less than 0.5% of the total assets;
2) The amount of misstatement is less than 5% of the total profit before tax.
Note: as for the defect measurement range of the above two indicators, the principle of whichever is lower shall be adopted; The above indicators are based on the audited consolidated financial statement data of the latest fiscal year. If the data is negative, its absolute value shall be taken for calculation.
(2) The qualitative criteria for the evaluation of internal control defects in financial reporting determined by the company are as follows:
1) Identification criteria for major defects:
① Make misstatement correction for major errors in the announced financial report (except for retroactive adjustment of previous years due to changes in policies or other objective factors);
② Material misstatement of the current financial report found by the auditor and not identified;
③ Fraud of directors, supervisors and senior managers of the company;
④ The supervision of the audit committee and the internal audit department on the internal control of financial reporting is invalid.
2) Identification standard of important defects
① Failure to select and apply accounting policies in accordance with GAAP;
② Failure to establish anti fraud procedures and control measures;
③ No corresponding control mechanism has been established or implemented for the accounting treatment of unconventional or special transactions, and there is no corresponding compensatory control;
④ There are one or more defects in the control of the financial reporting process at the end of the period, and it can not reasonably ensure that the prepared financial statements achieve the goal of authenticity and accuracy.
3) Identification standard of general defects
Other control defects other than the above major defects and important defects.
2. Identification standard of internal control defects in non-financial reporting
(1) The quantitative criteria for the evaluation of internal control defects in non-financial reporting determined by the company are as follows:
Quantitative standard of defect classification
The amount of material defect misstatement ≥ 10% of the total profit before tax
5% of the total pre tax profit of important defects ≤ the amount of misstatement ＜ 10% of the total pre tax profit
General defect misstatement amount ＜ 5% of total profit before tax
Note: the above indicators are based on the audited consolidated financial statement data of the latest fiscal year. If the data is negative, take its absolute value.
(2) The qualitative criteria for the evaluation of internal control defects in non-financial reporting determined by the company are as follows:
1) Identification standard of major defects
① Serious violation of national laws and regulations;
② Unscientific decision-making procedures of enterprises, such as mistakes in decision-making, resulting in heavy losses;
③ Serious loss of middle and senior managers or senior technicians of the company;
④ The company's important business lacks institutional control or systematic failure of the system, and although the important economic business has internal control system, it does not operate effectively;
⑤ Major defects in the company's internal control have not been rectified within a reasonable period.
2) Identification standard of important defects
① Unscientific decision-making procedures of the company, resulting in major mistakes;
② Serious loss of business personnel in management, technology and key positions of the company;
③ There are defects in the company's important business system or system;
④ Important defects in the company's internal control have not been rectified within a reasonable period.
3) Identification standard of general defects
Other control defects other than the above major defects and important defects.
(IV) identification and rectification of internal control defects
1. Identification and rectification of internal control defects in financial reporting
According to the above identification standards of internal control defects in financial reports, the company found no financial problems during the reporting period
2. Identification and rectification of internal control defects in non-financial reports
According to the above identification standards of internal control defects in non-financial reports, no major defects and important defects in the company's internal control over non-financial reports were found during the reporting period.
(V) description of other major matters related to internal control
In 2021, the company had no other major events affecting the effectiveness of internal control.
(VI) internal control structure of the company
1. Corporate governance structure
The company has established the general meeting of shareholders, the board of directors, the board of supervisors and various functional departments in accordance with the requirements of the company law, the securities law and the guidelines for self discipline supervision of listed companies on Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on GEM.
The general meeting of shareholders is the highest authority of the company, which can ensure that all shareholders, especially small and medium-sized shareholders, enjoy equal status and that all shareholders can fully exercise their rights; The board of directors is the company's decision-making body, responsible for the establishment and supervision of the company's internal control system, establishing and improving internal control policies and programs, and supervising the implementation of internal control; The board of directors has a strategy committee, an audit committee, a nomination committee and a remuneration and assessment committee. Each special committee has corresponding rules of procedure, which clearly stipulates the performance of duties of each committee and strengthens the decision-making function of the board of directors; The board of supervisors is the supervisory body of the company, which supervises and inspects the behavior of directors, general managers and other senior managers and the financial status of subsidiaries, protects the rights and interests of the company and all shareholders, and is responsible for reporting to the general meeting of shareholders.
2. Organizational structure of the company
In order to meet the needs of the company's business development, effectively promote the implementation of the company's strategy and improve the company's operation efficiency and management level, the proposal on adjusting the company's organizational structure was reviewed and approved at the 32nd meeting of the third board of directors held on February 5, 2021, and the adjustment of the company's organizational structure was agreed. According to the business development plan and the human resource allocation needs of production and operation management, the company has established financial center, marketing center, technology center, operation center, supply chain center, quality safety center, human resource center, engineering division, joint-stock office, securities legal affairs department, strategic investment department, audit department and other functional departments, and formulated corresponding job responsibility statements. The responsibilities of each department are clear, Mutual cooperation, mutual restraint and mutual supervision.
The audit department is equipped with full-time auditors to independently carry out internal audit in accordance with relevant laws, regulations and rules, audit, supervise and evaluate the business activities, internal control, financial revenue and expenditure, use of raised funds and business performance of the company and its subsidiaries, put forward opinions and suggestions on improving internal control and internal management, and promote and ensure the effective operation of the internal control system. The audit department is independent of the financial center, is responsible to the audit committee and reports to the audit committee.
3. Human resources
According to the overall development strategy, the company has formulated and implemented a series of personnel management systems, including employment, training, promotion, performance appraisal, salary, reward and punishment, employee relations and so on. Through annual, quarterly or irregular evaluation and revision, continuously improve the management system of introduction, development, use and withdrawal of human resources, optimize the structure of human resources, realize the rational allocation and layout of human resources, reasonably introduce and develop talents, and effectively promote the realization of the company's development strategy. The company has established trade unions, basketball associations, badminton associations and yoga associations to actively organize employee activities and enrich employees' amateur life.
4. Social responsibility
The company actively performs its social responsibilities, achieves the coordination between economic and social benefits, short-term and long-term interests, self-development and social development, and realizes the healthy and harmonious development of the company and employees, the company and society, the company and the environment. The company attaches great importance to social responsibility, establishes the awareness of social responsibility, forms the corporate values and corporate culture of performing social responsibility in the company, and integrates the performance of social responsibility into the enterprise development strategy.
5. Corporate culture
The company takes "promoting the progress of energy-saving technology and committed to the sustainable development of mankind" as its vision, takes "focusing on the technological innovation and industrialization of the whole scene heat management" as its mission, and takes "innovation, efficiency, coordination and self-improvement" as its core values.
The management of the company sets an example and takes the lead in cultural construction, and requires each employee to strengthen professional cultivation and business learning, abide by discipline and law, and shall not harm the interests of investors, creditors and the public. The company's employees consciously abide by the employee code of conduct and earnestly perform their post responsibilities.
6. Risk assessment
The company attaches importance to risk assessment. According to the strategic development plan, the company has an in-depth understanding of the changes of national macroeconomic policies, industry and technology development trends, changes in market demand outside China and the situation of competitors. Combined with the company's own development status and other factors, the company formulates and implements the company's development strategy, competitive strategy, product R & D plan and marketing plan, and through daily management and supervision, internal audit Establish an effective risk assessment mechanism and early warning mechanism by means of external audit to identify and respond to major and generally influential changes that the company may encounter, including business risk, environmental risk, financial risk and so on. The company strives to control the risk within an acceptable range through risk prevention, risk transfer and risk elimination.
7. Main control activities
(1) Monetary Fund Management
The company has established strict authorization and approval procedures for the revenue and expenditure and custody of monetary funds. Internal control systems related to monetary funds such as monetary fund management measures, financial management system, expense reimbursement management system, travel and expense reimbursement management system and overseas travel expense reimbursement management system have been formulated, aiming at the incompatibility of positions related to monetary funds, cash bank deposit management, Bill seal management, fund approval management The approval procedures of capital expenditure and the supervision and management of capital expenditure have made detailed provisions. The monetary fund management of the company complies with the national Interim Regulations on cash management, basic norms of enterprise internal control, payment and settlement measures and other relevant laws and regulations and the requirements of the company's fund management system
