Beijing Dabeinong Technology Group Co.Ltd(002385)
Self evaluation report on internal control in 2021
Beijing Dabeinong Technology Group Co.Ltd(002385) all shareholders:
In accordance with the provisions of the basic norms of enterprise internal control and supporting guidelines and other internal control regulatory requirements (hereinafter referred to as the "enterprise internal control standard system"), combined with the internal control system and evaluation methods of Beijing Dabeinong Technology Group Co.Ltd(002385) (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、 Board statement
It is the responsibility of the board of directors to establish and improve the internal control system and the effectiveness of its internal control according to the provisions of the company's internal control report; The board of supervisors of the company shall supervise the establishment and implementation of internal control by the board of directors; The management of the company is responsible for organizing and leading the daily operation of 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 enterprise operation and management, asset safety, authenticity and integrity of financial reports and relevant information, improve operation efficiency and effect, and promote the realization of enterprise 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.
In conclusion, the board of directors of the company believes that the company has maintained effective internal control in all major aspects on the benchmark date of internal control self-evaluation report and internal control evaluation report in accordance with the requirements of the basic standard system of internal control of the enterprise. 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、 Work of internal control evaluation (I) basis of internal control evaluation
The company organizes and carries out internal control evaluation according to the enterprise internal control standard system, the company's internal control management system and evaluation manual. According to the identification requirements of the enterprise internal control standard system for major defects, important defects and general defects, and in combination with factors such as the company's size, industry characteristics, risk preference and risk tolerance, the board of directors of the company distinguished internal control over financial reports from internal control over non-financial reports, studied and determined specific identification standards for internal control defects applicable to the company, which were consistent with those in previous years. (II) procedures and methods of internal control evaluation
The internal control evaluation shall be carried out in strict accordance with the procedures specified in the basic norms, evaluation guidelines and the company's internal control evaluation measures. The internal control evaluation is mainly divided into internal control evaluation training, preliminary preparation stage, self-evaluation stage of each unit, summary of evaluation results and issuance of reports by the undertaking department, defect rectification stage and archiving stage of working papers.
In the process of self-evaluation, the methods of walk through test, field inspection, sampling and comparative analysis are adopted to widely collect the evidence of the effectiveness of the company's internal control design and operation, truthfully fill in the evaluation working paper, and analyze and identify the defects of internal control. (III) evaluation scope of internal control
In accordance with the requirements of the internal control evaluation system and the risk oriented principle, the company determines the main units, businesses and matters included in the evaluation scope. The main units included in the scope of internal control evaluation this time include the company and its subordinate branches and subsidiaries. The evaluation work mainly includes the evaluation work at the company level and business level.
At the company level, it comprehensively and systematically evaluates the design effectiveness and operation effectiveness of internal control in terms of corporate governance, development strategy, human resources policy, social responsibility, corporate culture, risk assessment, information and communication, internal supervision and so on.
At the business level, comprehensively and systematically evaluate the design effectiveness and operation effectiveness of internal control from the aspects of human resources, fund management, procurement management, production management, quality management, asset management, sales management, research and development, engineering project management, guarantee business, business outsourcing, budget management, financial report, internal information transmission, information system and contract management.
Key areas of concern include: corporate governance, corporate culture, human resources, capital management, procurement management, sales and receivables, major investment, project management, related party transactions, guarantee business and financial reporting. The specific contents are as follows: 1 corporate governance
In accordance with the requirements of the company law, the securities law and other relevant laws and regulations, the company has established a standardized corporate governance structure and rules of procedure, defined the responsibilities and authorities in decision-making, implementation and supervision, and continuously improved the organizational structure of internal control to ensure the standardized operation of the general meeting of shareholders, the board of directors, the board of supervisors and other institutions, so as to safeguard the overall interests of all shareholders and listed companies. The company has set up the general meeting of shareholders, the board of directors, the board of supervisors and the management under the leadership of the board of directors, and hired four independent directors to exercise the functions of the power organ, decision-making organ, supervision organ and executive organ respectively. Each organ has clear rights and responsibilities, performs its duties and checks and balances with each other, and the overall operation is in good condition.
(1) The general meeting of shareholders is the highest authority of the company and exercises the voting rights on major matters such as the company's business policy, financing, investment and profit distribution according to law. The general meeting of shareholders is divided into annual general meeting and extraordinary general meeting. The annual general meeting of shareholders shall be held once a year according to law and within six months after the end of the previous fiscal year. The extraordinary general meeting of shareholders shall be held from time to time in accordance with relevant laws and regulations and the articles of association. The rules of procedure of the general meeting of shareholders of the company have made detailed provisions on the rights and obligations of shareholders, the functions and powers of the general meeting of shareholders, the convening and notice of the general meeting of shareholders, the proposal of the general meeting of shareholders, the resolution of the general meeting of shareholders, etc.
During the reporting period, the company held 8 general meetings of shareholders, including 1 annual general meeting and 7 extraordinary general meetings of shareholders, and considered and adopted 33 proposals. The contents of the meeting involved the addition and election of directors and independent directors of the Fifth Board of directors, the election of shareholders' representative supervisors of the Fifth Board of supervisors, the assessment and management measures and authorization, implementation and grant of the 2021 restricted equity incentive plan, the provision of guarantees for joint-stock companies Continue to authorize subsidiaries to provide guarantees for customers, modify the articles of association, renew the employment of accounting firms, make regular reports of the company, continue to use their own idle funds to purchase low-risk financial products, grant some authority to the chairman of the company, predict daily connected transactions in 2021, provide guarantees and connected transactions for joint-stock companies, etc.
The convening, convening and voting procedures of the meeting comply with the provisions of the company law, the rules for the general meeting of shareholders of listed companies, the Listing Rules of Shenzhen Stock Exchange, the articles of association and other laws, regulations and normative documents. The lawyer of Beijing Tianyuan law firm attended the shareholders' meeting, witnessed and issued legal opinions.
(2) The board of directors is responsible to the general meeting of shareholders and exercises the company's business decision-making power according to law. The Fifth Board of directors of the company is composed of 9 directors and 1 Chairman. The board of directors is responsible for the establishment, improvement and effective implementation of the company's internal control, formulating the company's business plan, investment plan, financial budget and final settlement plan, and formulating the basic management system. The board of Directors consists of audit committee, strategy committee, salary and assessment committee and Nomination Committee, of which the audit committee is the internal control and supervision organization of the company. The audit committee is composed of three directors, including two independent directors. The audit committee is responsible for reviewing the enterprise's internal control, supervising the effective implementation of internal control and self-evaluation of internal control, and coordinating internal control audit and other related matters. The company has formulated the rules of procedure of the board of directors, the working system of independent directors and the rules of procedure of professional committees of the board of directors in accordance with the company law, the guidelines for the governance of listed companies and other laws and regulations and the relevant provisions of the articles of association, so as to standardize the work of the board of directors, independent directors and professional committees of the board of directors.
During the reporting period, the company held a total of 16 meetings of the board of directors, considered and adopted 76 proposals, including the election of vice chairman and additional directors, the provision of mortgage guarantee for holding subsidiaries, the provision of guarantee for joint-stock companies, the continued authorization of subsidiaries to provide guarantee for customers, the prediction of daily connected transactions in 2021, the amendment of the articles of association, the election of chairman, the personnel of the special committee of the Fifth Board of directors, the appointment of the president of the company Changes in accounting policies, re employment of accounting firms, granting some authority to the chairman of the company, continuing to use its own idle funds to purchase low-risk financial products, convening an extraordinary general meeting of shareholders, granting restricted shares to the incentive objects of the 2021 restricted stock incentive plan, convening the 2020 general meeting of shareholders, foreign investment matters, related party transactions, terminating the non-public issuance of short-term corporate bonds to professional investors Decisions have been made on providing financial assistance to holding subsidiaries and relevant work reports in 2020, ensuring the work efficiency and scientific decision-making of the board of directors.
(3) The board of supervisors is responsible for the general meeting of shareholders, supervising the directors, managers and other senior managers of the enterprise to perform their duties according to law, and supervising the establishment and implementation of internal control by the board of directors. The Fifth Board of supervisors of the company consists of three supervisors, including two employee representative supervisors. During the reporting period, the company held a total of 7 meetings of the board of supervisors, deliberated and passed 17 proposals, including the appointment of the company's supervisors, the election of the chairman of the Fifth Board of supervisors, periodic reports, the granting of restricted shares to the incentive objects of the restricted stock incentive plan in 2021, the renewal of the appointment of accounting firms, and the continued use of its own idle funds to purchase low-risk financial products, which played its due role.
(4) The operation management is responsible for implementing the resolutions of the shareholders' meeting and the board of directors, organizing and leading the daily operation of the company's internal control, presiding over the company's production and operation management, formulating specific work plans, obtaining business information in time, assessing the implementation of the plans, and making appropriate adjustments to the plans according to the actual implementation results. During the reporting period, the management of the company organized several meetings in different industries and business systems to discuss business strategies and track budget implementation, which played an important role in promoting the standardized management of the company and realizing the steady growth of the company's performance. 2. Corporate culture
Since its establishment, the company has been committed to building an enterprise culture with industry competitiveness and guidance. After more than 20 years of construction, publicity, implementation and sublimation, the company's corporate culture has formed a complete and unique system, which has become the spiritual driving force and action guide for the development of the company. The construction achievements and publicity and implementation ability of the company's corporate culture have been widely recognized and respected by the industry. The company earnestly implements the post responsibility system, cultivates positive values and sense of social responsibility, advocates honesty and trustworthiness, love and dedication, pioneering and innovative spirit and teamwork spirit, establishes modern management concept and strengthens risk awareness. The senior management of the company can deeply understand and actively practice the corporate culture and play a leading role in the construction and improvement of the corporate culture. The employees of the company can abide by the employee code of conduct and earnestly perform their post responsibilities. All the personnel of the company can be patriotic, dedicated, law-abiding and act in accordance with the law. After years of development, the company has a deep foundation of corporate culture and formed the core concept of "serving the country and prospering agriculture, striving for the first and common development", which has effectively promoted the development of the company.
With the development of the company to a higher level, the company will further implement the publicity and practice of corporate culture based on the foundation of corporate culture, further expand its connotation, integrate corporate culture into providing high-quality services for farmers and growers, and continuously improve the economic and social benefits of the company. 3. Human resources
The company has formulated and continuously improved the human resources work manual to clarify a series of human resources management regulations such as human resources organization setting, employee recruitment and employment, salary management, performance appraisal management, employee transfer management, employee turnover management, employee training management and employee promotion, and actively provide employees with a platform for Entrepreneurship and growth, so as to make the company full of vitality and vitality, It provides human resources guarantee for the rapid development of the company in the future. At the same time, in order to adapt to the current entrepreneurial development mechanism of the company and the needs of new talents, we continue to call a number of entrepreneurs who dare to fight, dare to break through and have entrepreneurial passion to join the company and do their best for the common career dream.
The company emphasizes the flattening of human resources organization, breaks the traditional multi-level management, strengthens the information exchange and communication between departments, and strengthens the mutual supervision between organizational departments, which is conducive to improving the work efficiency and the level of internal supervision. The company's personnel management is more transparent, and the management is convenient to control the internal activities of the enterprise.
The company's digital human resource management system is updated iteratively and will be further improved to realize the informatization of data, process and management, optimize the control and strategic analysis of the enterprise's human resource management, integrate management resources and reduce management costs, so as to provide support for enterprise management and decision-making. 4. Fund management
The company attaches great importance to fund management, sets up special personnel to engage in fund management, and carries out unified management and planning of the company's funds, so as to further improve the capital turnover efficiency and shorten the cash turnover period; Strictly supervise the fund storage and use of each unit, implement a strict accounts receivable control system, emphasize the completeness of accounts receivable procedures and process management, control the increase rate of accounts receivable and improve the inventory turnover rate. In the internal assessment, the company highlights the assessment of inventory, accounts receivable and capital cost, and strengthens the prominent position of cash flow in the whole operation. 5. Procurement management
The company has strict internal control over procurement and payment, as well as unified business process operation instructions. It has made clear provisions on supplier screening, contract signing, receiving quality control, financial settlement, invoice and file management. With the help of digital operation platform, the company has realized the sharing of group resources, including basic supplier information, raw material variety, price and other information, so as to provide support for all branches and subsidiaries in the fierce market competition, Winning the cost advantage has played a very important role. According to the characteristics of raw material supply and comprehensively considering the impact of the cost fluctuation of raw materials used in feed production on product cost, sales price and gross profit margin, the company divides the procurement business into two forms: unified procurement and self procurement, and clearly stipulates the list of raw materials purchased uniformly; Each variety line of unified procurement has a professional procurement team with strong professional ability, which can fully control the changes of the market, concentrate scattered resources, uniformly select appropriate suppliers and improve the quality of products
