Beijing Scitop Bio-Tech Co.Ltd(300858)
Self evaluation report on internal control in 2021
Beijing Scitop Bio-Tech Co.Ltd(300858) all shareholders:
In accordance with the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on GEM, 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 standard system"), in combination with the internal control system and evaluation measures of Beijing Scitop Bio-Tech Co.Ltd(300858) (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 (benchmark date of internal control evaluation report).
1、 Important statement
The board of directors and all directors 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 liabilities for the authenticity, accuracy and completeness of the contents of the report.
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 legality of operation and management, compliance, 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 improve reasonable assurance to achieve the above objectives, and the effectiveness of internal control may 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, rectification measures will be taken immediately.
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) evaluation scope of internal control
The main businesses and matters included in the evaluation scope of the company include: organizational structure, development strategy, human resources, social responsibility, capital activities, procurement business, asset management, inventory management, sales business, research and development, engineering projects, guarantee business, financial reporting, budget management, contract management, internal information transmission and internal supervision. The high-risk areas mainly include: capital activities, sales business Procurement business, financial report and contract management.
The units included in the evaluation scope include the company and all subsidiaries of the company with control. The total assets of the units included in the evaluation scope account for 100% of the total assets of the company's consolidated financial statements, and the total operating revenue accounts for 100% of the total operating revenue of the company's consolidated financial statements.
The internal control construction and implementation of the main businesses and matters included in the evaluation scope in this period are as follows: 1. Organizational structure
As of December 31, 2021, the company has complied with the basic requirements of laws and regulations such as the company law of the people's Republic of China (hereinafter referred to as the "company law"), the guidelines for the articles of association of listed companies, the securities law of the people's Republic of China, the rules for the general meeting of shareholders of listed companies, the guidelines for self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on GEM, Combined with the actual operating characteristics of the company, the company has formulated the articles of association, rules of procedure of the general meeting of shareholders, rules of procedure of the board of directors, rules of procedure of the board of supervisors, rules of procedure of the strategy committee of the board of directors, rules of procedure of the audit committee of the board of directors, rules of procedure of the remuneration and assessment committee of the board of directors, rules of procedure of the nomination committee of the board of directors, working system of independent directors The management rules define the scope of work of the general manager.
The management of the company is responsible for the daily operation of the company, formulating the company's business policy and investment plan, and conducting early-stage scientific research, profit calculation, risk assessment, etc. on the basis of careful assessment by professional departments, the major projects are reported to the board of directors for decision-making (the board of supervisors is responsible for review) according to the procedures after being approved by the general manager's office meeting. After the board of directors of the company has set up a special strategy committee for professional assessment and analysis, the board of directors will, The general meeting of shareholders is responsible for deciding the company's business policy and investment plan, reviewing and approving the reports of the board of directors and the board of supervisors, etc.
The board of directors is responsible for convening the general meeting of shareholders and reporting its work to the general meeting of shareholders; Implement the resolutions of the general meeting of shareholders; Decide on the company's business plan and investment plan; Formulate the company's annual financial budget plan and final account plan; Formulate the company's profit distribution plan and loss recovery plan; Formulate plans for the company to increase or reduce its registered capital, issue bonds or other securities and list; To draw up plans for the company's major acquisition, repurchase of its own shares or merger, division and dissolution; Decide on the company's foreign investment, acquisition and sale of assets, asset mortgage, external guarantee, entrusted financial management, related party transactions and other matters within the scope authorized by the general meeting of shareholders; Decide on the establishment of the company's internal management organization; Appoint or dismiss the general manager and Secretary of the board of directors of the company; Appoint or dismiss the company's deputy general manager, chief financial officer and other senior managers according to the nomination of the general manager, and decide on their remuneration, rewards and punishments; Formulate the basic management system of the company; Formulate the amendment plan of the articles of Association; Propose to the general meeting of shareholders to hire or replace the accounting firm audited by the company; Listen to the work report of the general manager of the company and check the work of the general manager.
The strategy committee of the board of directors is mainly responsible for studying and tracking the change trend of national industrial policies and the development trend of Chinese and foreign markets, studying the medium and long-term development strategy of the company and putting forward proposals to the board of directors; Study and put forward suggestions on major investment and financing schemes that must be approved by the board of directors according to the articles of Association; According to the company's development strategy and investment management system, study the foreign investment projects proposed by the company and put forward suggestions to the board of directors; Conduct research on major capital operation, asset management and other projects that must be approved by the board of directors or the general meeting of shareholders according to the articles of association, and put forward suggestions to the board of directors; Timely monitor and track the investment projects approved and implemented by the general meeting of shareholders, the board of directors and the special committee of the board of directors, and timely notify all directors of major processes or changes.
The audit committee of the board of directors shall supervise and provide professional advice on the company's audit and internal control system in accordance with the articles of association and rules of procedure of the board of directors.
The remuneration and assessment committee is mainly responsible for studying the assessment standards of the company's directors and senior managers, assessing and making suggestions; Study and review the remuneration policies and plans of directors and senior managers; Review the performance of duties of directors and senior managers of the company and conduct annual performance evaluation; Supervise the implementation of the company's salary system.
The nomination committee is mainly responsible for studying the selection criteria and procedures of directors and managers, and making suggestions to the board of directors; Extensive search for qualified directors and managers; Review the candidates for directors and managers and put forward suggestions.
The duties of the board of supervisors include inspecting the company's financial affairs; Review the company's periodic reports prepared by the board of directors and put forward written review opinions; Supervise the acts of directors and senior managers in performing their duties of the company, and put 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; Require the directors and senior managers to correct when their acts harm the interests of the company; Propose to convene an extraordinary general meeting of shareholders and convene and preside over the general meeting of shareholders when the board of directors fails to perform its duties of convening and presiding over the general meeting of shareholders as stipulated in the company law; Put forward proposals to the general meeting of shareholders; Bring a lawsuit against directors and senior managers in accordance with Article 151 of the company law; If it is found that the operation of the company is abnormal, it can be investigated; When necessary, professional institutions such as accounting firms and law firms can be hired to assist their work, and the expenses shall be borne by the company.
The general manager's office meeting is responsible for organizing the implementation of the resolutions of the board of directors; Draw up the company's annual business plan and investment plan; Draw up plans for the establishment and adjustment of the company's internal management organization; Draft and modify the company's basic management system, specific rules and regulations or management methods; Draft the company's annual budget and final accounts; Formulate the salary and welfare standards of employees and various rewards and punishments in the name of the company in addition to the decisions of the board of directors; Appointment and removal of personnel specified in the articles of Association; Propose to convene an interim meeting of the board of directors; To implement the resolutions of the board of directors and the daily operation and management, the general manager believes that a meeting should be held to study other matters.
In terms of the management of subsidiaries, the company manages the holding subsidiaries in accordance with relevant laws and regulations and the relevant provisions of listed companies, and establishes various systems in terms of operation and financial management according to the characteristics and actual operation of business and with reference to the provisions of the company's management system. At present, all subsidiaries of the company are wholly-owned subsidiaries. When formulating the articles of association of the wholly-owned subsidiary, the company has made provisions on the management of the wholly-owned subsidiary as a shareholder. At the same time, the company has appointed the executive director of the wholly-owned subsidiary, who will perform corresponding management functions on behalf of the head office.
All the rules and regulations formulated by the company are issued to the subsidiaries for compliance. According to the rules and regulations formulated by the company, all departments of the company have also implemented corresponding business management on the corresponding departments of the subsidiaries. The company shall reasonably set up and divide labor in institutions, posts and their responsibilities and authorities to ensure that different institutions and posts have clear rights and responsibilities, mutual restriction and mutual supervision. No department or individual shall have the power to go beyond the internal control system. The company has clear department responsibilities, clear post responsibilities and standardized and orderly operation. As of the signing date of this report, its organization chart is as follows:
2. Development strategy
Based on the current macroeconomic development situation and industry development, the company makes reasonable forecasts, plans and arrangements for the future business development of the company.
The company's long-term strategic goal is to become "a well-known enterprise of Chinese food ingredients and the first brand of probiotics". Focusing on the realization of long-term strategic objectives, the company will increase scientific research investment and continuously strengthen the "two foundations", namely, the formula and corresponding process technology of food and compound food additives, as well as the screening and identification of probiotic strains and the process technology related to the production of probiotic products. The company will invest in expanding the production capacity of "three series" products, namely compound food additives, animal and plant probiotics and edible probiotic products, Increase market development efforts, especially the construction of marketing channels for animal and plant probiotics and edible probiotic products, so as to form a business pattern in which three series go hand in hand. According to the decisions made by the board of directors and the general meeting of shareholders on the company's future development strategy, the company's management will implement detailed plans, formulate scheduling, implement relevant tasks to departments and responsible persons, and promote various work as planned in terms of investment, market development, personnel reserve, production base and R & D base construction. And strictly implement relevant internal control systems in terms of investment, equipment procurement, selection of construction party, procurement, signing of marketing contract, talent introduction, etc. in accordance with relevant systems of the company.
3. Human resources
The company formulates the personnel management system to standardize the working procedures of human resources introduction, management, promotion, job transfer and dismissal, so as to promote the continuous renewal of employees' knowledge and skills. Formulate the post description, post operation instruction, code of conduct for employees and other document systems, specify and specify the purpose of post setting, job responsibilities, work relations, job qualifications and career development, formulate the performance appraisal management system, and improve the incentive and restraint mechanism of human resources. These systems have been effectively implemented.
4. Social responsibility
With the long-term strategic goal of becoming "the first brand of probiotics in China", the company is committed to developing and revitalizing the national probiotic industry, and actively undertakes the work related to the elimination of antibiotic abuse, economic pesticides, chemical fertilizer residues, land hardening, substitution of chemical food additives and so on. It has always been the focus of the company's product design and R & D, and in terms of product quality control, According to the standard of quality management system - Requirements (GB / t19 Dongrui Food Group Co.Ltd(001201) 6) and in combination with its own reality, the company formulates a series of operating procedures for business operation management and internal control system of quality inspection department to monitor the business operation in real time and effectively, so as to ensure the normal and orderly operation of product production and quality control. At the same time, strengthen staff training and establish service concept; Establish an effective supervision and assessment system to ensure the implementation of service quality standards, establish closed-loop management of service quality and continuously optimize service standards.
5. Financial activities
In terms of investment activities, according to the articles of association, the company has formulated the measures for the administration of foreign investment, which strictly stipulates the authorization and approval of investment activities and the formulation of risk prevention and control. The board of directors decided the company's investment matters within the scope authorized by the general meeting of shareholders, and the fund allocation strictly implemented the resolutions of the general manager's office meeting, the board of directors and the general meeting of shareholders, effectively controlling the investment risk.
As of the signing date of this report, in terms of financing activities, first, in accordance with the company law of the people's Republic of China, the securities law of the people's Republic of China, the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies, and the rules for the listing of stocks on the gem of Shenzhen Stock Exchange (hereinafter referred to as the "Stock Listing Rules") The self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on GEM and other laws, regulations and normative documents, as well as the relevant provisions of Beijing Scitop Bio-Tech Co.Ltd(300858) articles of association, and in combination with their own actual situation, formulated the measures for the administration of raised funds, which made strict provisions on the storage, use and supervision of raised funds. Second, in order to standardize the financing behavior and control the financing scale, the financing management measures, fund management measures and other documents have been formulated to standardize the bank's comprehensive credit, major project financing schemes and financing matters.
In terms of operating fund management, in order to standardize the use of internal funds and improve the efficiency of fund use, the company has formulated documents such as current account management measures, entrusted financial management measures and fund management measures to standardize the approval of major fund decision-making, fund use and supervision.
6. Procurement business
The company has formulated the contract management system, the internal control management system of the supply department and other management systems, established the access and exit mechanism of suppliers, defined the centralized management department, and tried to sign annual procurement contracts for suppliers with a certain procurement volume, so as to lock the pricing grid at one time, improve the efficiency of procurement business and reduce procurement costs. And strengthen the supervision and management of the procurement business of subsidiaries.
7. Asset management
In terms of fixed assets management, the accounting policy formulated by the company《
