Xinjiang Beiken Energy Engineering Co.Ltd(002828)
Self evaluation report on the effectiveness of internal control
Xinjiang Beiken Energy Engineering Co.Ltd(002828) (hereinafter referred to as “the company” or “the company”) has established an internal control system in accordance with the requirements of relevant laws and regulations such as the company law, the securities law, the accounting law and the basic norms of enterprise internal control. With the joint efforts of all employees, the company has gradually established an effective internal control system in production and operation, finance, personnel, information, quality and administration, At the same time, the responsibilities and positions of each management in the internal control system are also clarified to ensure the effectiveness of internal control and the realization of enterprise business objectives. We have conducted a comprehensive self-examination on the effectiveness of internal control, and now the self-evaluation report is as follows:
1、 Basic information of the company
Xinjiang Beiken Energy Engineering Co.Ltd(002828) is a joint stock limited company initiated and established by 40 natural persons in the form of cash contribution, with an initial registered capital of 56 million yuan. After several changes, on December 25, 2012, the registered capital of the company was changed to RMB 87.9 million, and the industrial and commercial change registration was completed.
With the approval of zjxk [2016] No. 2614 document of China Securities Regulatory Commission, the company publicly issued 29.3 million RMB common shares (A shares) on November 28, 2016 and was listed on Shenzhen Stock Exchange in December 2016. The issue price is RMB 12.02 per share, and the net amount of raised funds is RMB 321038800. On January 18, 2017, the company completed the industrial and commercial registration of the capital increase, and the registered capital of the company was changed to RMB 117.2 million. On July 7, 2017, the company implemented equity incentive and granted 257000 restricted shares to 27 incentive objects, increasing the registered capital by RMB 25700000. On May 5, 2018, the company distributed the profits in 2017. Based on the total share capital of 119.77 million shares as of December 31, 2017, the capital reserve was converted into 7 shares for every 10 shares to all shareholders, with a total of 83839000 shares. After the conversion, the total share capital of the company will increase to 203609000 shares. On May 11, 2018, 1071000 shares were granted to 8 incentive objects, increasing the registered capital by 107100000 yuan. In November 2018, Guo Li, the equity incentive object, proposed to resign and obtained the approval of the company. The Company repurchased and cancelled 102000 restricted shares held by the resigned incentive object that had not been unlocked. In April 2020, according to the first phase of restricted stock incentive plan, the Company repurchased and cancelled 1.3753 million yuan of restricted shares.
As of December 31, 2021, the total share capital of the company was 20098760000 yuan.
Legal representative of the company: Chen Pinggui;
Address: No. 91, gateway Road, Baijiantan District, Karamay, Xinjiang;
Business scope: Road General cargo transportation; Foreign contracted projects; Services related to oil and gas exploitation; Manufacturing and sales of special machinery for oil drilling and production: Sales of chemical raw materials and chemical products, hardware and electrical products and electronic products; Import and export of goods and technology; Manufacture of catalysts, drilling additives, surfactants and oilfield chemicals; Mechanical equipment leasing. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
The company’s business covers drilling engineering services, directional (horizontal) drilling technical services, mud technical services, cementing engineering services, acid fracturing services, underbalanced drilling, casing running services, coiled tubing operation, oil test and oil production technical services and other oil and gas field related engineering and technical services; It has the ability to manufacture and maintain special machinery for oil drilling and production, and has the R & D and production capacity of oilfield chemical additives.
2、 Board statement
All members of the board of directors guarantee that the contents of this report are true, accurate and complete, and there are no false records, misleading statements or major omissions.
The responsibility of the board of directors is to establish, improve and effectively implement internal control; The responsibility of the board of supervisors is to supervise the establishment and implementation of internal control by the board of directors; The responsibility of the management is to organize and lead the daily operation of the company’s internal control.
The objective of relevant 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.
Internal control has inherent limitations, so it can only provide reasonable assurance to achieve the above objectives; Moreover, the effectiveness of internal control may also change with the changes of the company’s internal and external environment and business conditions. The company has an inspection and supervision mechanism for internal control. Once internal control defects are identified, the company will take corrective measures immediately.
3、 Overall situation of internal control
The board of directors is the highest decision-making body and ultimate responsible person for the evaluation of the company’s internal control, and the audit committee of the board of directors is the leading body and direct responsible person for the evaluation of the company’s internal control. The company authorizes the risk compliance department to establish an internal control evaluation project team together with relevant functional departments to implement the internal control evaluation.
In order to do a good job in this internal control evaluation, the company established a leading group and a project team for the construction and evaluation of internal control system (hereinafter referred to as “internal control working group”). The project team office is located in the risk and compliance department, which takes the lead in the construction and implementation of internal control.
4、 Basis of internal control evaluation of the company
This evaluation report is based on the relevant requirements of the basic norms of enterprise internal control, the guidelines for the evaluation of enterprise internal control and the guidelines for the internal control of Listed Companies in Shenzhen Stock Exchange jointly issued by the Ministry of Finance and other five ministries and commissions of the people’s Republic of China, combined with the company’s internal control evaluation system and other relevant systems and evaluation methods, and on the basis of daily and special supervision of internal control, Evaluate the effectiveness of the design and operation of the company’s internal control as of December 31, 2021.
5、 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:
Xinjiang Beiken Energy Engineering Co.Ltd(002828) (headquarters and business divisions)
Beiken energy Kish Co. Ltd, a subsidiary of the company, is engaged in business related to oil, gas and geology;
Xinjiang beiken Technology Development Co., Ltd., a subsidiary of the company, is engaged in oil drilling and production technology development services;
Xinjiang beiken Equipment Manufacturing Co., Ltd., a subsidiary of the company, is engaged in the manufacturing, repair and leasing of special oil drilling and production equipment and general equipment;
Xinjiang beiken Chemical Co., Ltd., a subsidiary of the company, is engaged in the manufacturing of chemical reagents and additives, the manufacturing of special pharmaceutical materials for environmental pollution treatment and other special chemicals;
Beiken International Engineering Co., Ltd., a subsidiary of the company, is engaged in construction contracting, sales of chemical products and import and export of goods;
Xinjiang Beiken Energy Engineering Co.Ltd(002828) (Hong Kong) Co., Ltd., a subsidiary of the company, is engaged in auxiliary activities of oil and gas exploitation; Beiken (Xinjiang) energy Co., Ltd., a subsidiary of the company, is engaged in road general cargo transportation; Engineering construction; Services related to oil and gas exploitation;
Baoji Xinjiang Beiken Energy Engineering Co.Ltd(002828) Equipment Design Co., Ltd., a subsidiary of the company, is engaged in the design, manufacturing, final assembly experiment and sales of petroleum equipment;
Tianjin weizhide Technology Development Co., Ltd., a subsidiary of the company, is engaged in technology development and technical consulting services;
Beiken international FZE, a subsidiary of the company, is engaged in business related to oil, gas and geology;
Xinjiang Beiken Energy Engineering Co.Ltd(002828) (Chengdu) Co., Ltd., a subsidiary of the company, is engaged in oil and gas technical services; Engineering and technical services;
Beijing Zhongneng Wanqi Energy Technology Service Co., Ltd., a subsidiary of the company, is engaged in oil drilling and production technology development services.
The total assets of the units included in the evaluation 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 total operating revenue in the company’s consolidated financial statements;
The scope of internal control evaluation covers the main businesses and matters of the company and its subordinate departments, focusing on fund management, procurement and sales, financial management, fixed assets, external guarantee, investment management, related party transactions and information disclosure.
The operations and matters included in the scope of evaluation include:
(I) organizational structure
(II) development strategy
(III) human resources
(IV) social responsibility
(V) corporate culture
(VI) financial activities
(VII) procurement business
(VIII) asset management
(IX) sales business
(x) research and development
（11） Project
（12） Guarantee business
（13） Financial Report
（14） Comprehensive budget
（15） Contract management
（16） Internal information transmission
The internal control of the above businesses and matters covers the main aspects of the company’s operation and management, and there is no major omission.
6、 Internal environment
(I) organizational structure
1. Governance structure
In strict accordance with the provisions of the company law and other laws, regulations, normative documents and the articles of association, the company has established and improved a relatively standardized corporate governance structure and rules of procedure, formed a decision-making and operation management system with the general meeting of shareholders, the board of directors, the board of supervisors and the company’s management as the main structure, and performed various duties specified in the company law and the articles of association in accordance with the law. The general meeting of shareholders is the highest authority of the company, which decides the company’s business policy and investment plan, deliberates and approves the company’s annual financial budget plan, final settlement plan, profit distribution plan, loss recovery plan, change of the purpose of raised funds, makes resolutions on the increase or decrease of the company’s registered capital, issuance of corporate bonds, elects and replaces directors and non employee supervisors, and determines their remuneration.
The board of directors is the decision-making body of the company, which is responsible for implementing the decisions made by the general meeting of shareholders and reporting to the general meeting of shareholders. Within the scope authorized by the general meeting of shareholders, decide on the company’s external investment, acquisition and sale of assets, asset mortgage, external guarantee, entrusted financial management, related party transactions and other matters, decide on the establishment of the company’s internal management organization, and appoint or dismiss the company’s general manager, Secretary of the board of directors and other senior managers.
The board of directors is composed of 8 people, including 1 Chairman and 3 independent directors. The Secretary of the board of directors is responsible for handling the daily affairs of the board of directors. The board of directors is responsible for the establishment, improvement and effective implementation of the internal control system. There are four special committees under the board of directors, namely, strategic development and investment, audit, nomination, remuneration and assessment, which perform their duties on the decision-making of relevant businesses of the company. The board of directors and the audit committee are responsible for supervising the establishment and improvement of the enterprise’s internal control system, supervising the effective implementation of internal control and the self-evaluation of internal control. The audit committee has an audit and supervision department. The internal control working group of the company is directly guided by the audit committee, which ensures its institutional setting, staffing and work independence.
The board of supervisors is the supervisory body of the company, which supervises the directors, managers and other senior managers of the enterprise to perform their duties according to law, and puts forward suggestions on the removal of directors and senior managers who violate laws, administrative regulations, the articles of association or the resolutions of the general meeting of shareholders. The board of supervisors of the company consists of three supervisors, one chairman of the board of supervisors and one employee supervisor.
The management shall exercise the executive power and be responsible to the board of directors. The company has one president, one executive president and several vice presidents. The president is appointed by the board of directors. Under the leadership of the board of directors, he is fully responsible for the daily operation and management activities of the company, supervising the work of various functional departments, evaluating the work effectiveness of various departments and coordinating the relationship between various departments. The executive president, vice president and chief financial officer shall be nominated by the president and appointed or dismissed by the board of directors. The management is responsible for organizing and leading the daily operation of the enterprise’s internal control, and is responsible for the design and effective implementation of the company’s internal control system.
2. Functional organization
Combined with its own business characteristics and internal control requirements, the company has established functional departments to meet the needs of the company’s operation and management. According to the division of responsibilities, the company has established functional management departments such as administrative affairs department, financial management department, human resources department, quality, safety and environmental protection department, market technology department, procurement management department, securities investment department and risk compliance department. Each functional department implements specific production and operation business and manages the daily business of the company.
The company has relevant internal control systems for the responsibilities of each post and business process management, which makes the responsibilities clear, mutual restraint, division of labor and cooperation, and each takes its own responsibilities, forming an effective hierarchical management mechanism.
3. Subsidiaries
The company’s subsidiaries include Xinjiang beiken Technology Development Co., Ltd., beiken energy Kish Co., Ltd., Xinjiang beiken Equipment Manufacturing Co., Ltd., Xinjiang beiken Chemical Co., Ltd., beiken International Engineering Co., Ltd., beiken (Xinjiang) energy Co., Ltd., Baoji Xinjiang Beiken Energy Engineering Co.Ltd(002828) Equipment Design Co., Ltd., Xinjiang Beiken Energy Engineering Co.Ltd(002828) (Hong Kong) Co., Ltd., Tianjin weizhide Technology Development Co., Ltd., beiken international FZE Xinjiang Beiken Energy Engineering Co.Ltd(002828) (Chengdu) Co., Ltd., Beijing Zhongneng Wanqi Energy Technology Service Co., Ltd. Subsidiaries operate independently according to the enterprise legal person system.
4. The articles of association and the rules of procedure of the third board of directors
The company has continuously improved the articles of association in strict accordance with the provisions of relevant laws, regulations and normative documents and its actual situation. With the articles of association as the core, the company has established and improved the rules of procedure of the general meeting of shareholders, the rules of procedure of the board of directors and the rules of procedure of the board of supervisors. At the same time, it has strictly followed the detailed rules for the implementation of the strategy and Investment Committee of the board of directors and the detailed rules for the implementation of the nomination committee of the board of directors According to the provisions of the detailed rules for the implementation of the audit committee of the board of directors, the detailed rules for the implementation of the remuneration and assessment committee of the board of directors, the working system of independent directors and the measures for the management of the Secretary of the board of directors, the authorization of the general meeting of shareholders, the board of directors, the board of supervisors and the management is clear, the operation is standardized and the operation is effective, which has effectively safeguarded the interests of investors and the company.
(II) development strategy
The company has formulated the strategic investment management system. The evaluation focused on the control measures of strategy formulation, strategy implementation, evaluation and dynamic adjustment. The board of directors of the company sets up a strategic development and Investment Committee to study and make suggestions on the company’s long-term development strategy and major investment decisions. As a functional department of strategic management, the Securities Investment Department of the company is responsible for the formulation and adjustment of strategic objectives, strategic planning and business plans, as well as the monitoring and evaluation management of strategic implementation.
Under the arrangement of the strategy committee of the board of directors, the Strategic Development Department of the company shall fully adjust
