Huafu Securities Co., Ltd
About Zhanjiang Guolian Aquatic Products Co.Ltd(300094)
Verification opinions on self-evaluation report of internal control in 2021
Huafu Securities Co., Ltd. (hereinafter referred to as “Huafu securities” or “recommendation institution”) is a recommendation institution that is performing the continuous supervision of Zhanjiang Guolian Aquatic Products Co.Ltd(300094) (hereinafter referred to as ” Zhanjiang Guolian Aquatic Products Co.Ltd(300094) ” or “the company”), in accordance with the measures for the administration of securities issuance and listing recommendation business, the rules for the listing of shares on the gem of Shenzhen Stock Exchange, the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange and other relevant laws According to the regulations and normative documents, the self-evaluation report on internal control of Zhanjiang Guolian Aquatic Products Co.Ltd(300094) 2021 issued by the board of directors of Zhanjiang Guolian Aquatic Products Co.Ltd(300094) was checked. The details are as follows:
1、 Zhanjiang Guolian Aquatic Products Co.Ltd(300094) internal control evaluation
(I) evaluation scope of internal control
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 the company and all its holding subsidiaries. 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 main businesses and matters included in the evaluation scope include: organizational structure, development strategy, human resources, corporate culture, capital activities, procurement business, asset management, sales business, research and development, engineering projects, guarantee business, financial report, comprehensive budget, contract management, internal information transmission, information system, related party transaction management, file management, subsidiary management and internal audit. The high-risk areas of focus mainly include: capital activities, procurement business, asset management and sales business.
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) setting and implementation of the company’s main internal control
1. Control environment
(1) Governance structure
In accordance with the provisions of the company law, the articles of association and relevant laws and regulations, the company has established a corporate governance structure of “three meetings and one layer” for the general meeting of shareholders, the board of directors, the board of supervisors and the management, formulated the rules of procedure for the “three meetings” and the working rules for the general manager, 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. The “three meetings and one layer” perform their respective duties and operate in a standardized manner. Under the board of directors, there are audit committee, strategy committee, salary and assessment committee and Nomination Committee. The corporate governance structure is perfect, and the decision-making of the board of directors is scientific, standardized and efficient.
(2) Organization
According to the requirements of modern company system, the company has established standardized enterprise management systems such as the general meeting of shareholders, the board of directors and the board of supervisors, and formulated corresponding systems and rules. The whole company has established an internal control system based on scientific management.
In order to realize the standardization of the company’s organization and management, the company has formulated the work responsibility system of each position in the Department, and defined the company’s organizational structure, position authority and responsibility, which plays a positive role in simplifying business processes and improving management efficiency.
In order to effectively plan, coordinate and control business activities and implement the principle of separation of incompatible positions, the company has scientifically divided the responsibilities and authorities of various departments within the company to form a mutual check and balance mechanism. The general manager of the company shall comprehensively preside over the daily production, operation and management. The senior managers employed have certain educational background and industry management experience. The rights and responsibilities of each department are clear to ensure the effective implementation of control measures. The company has established an internal audit organization, which stipulates the number of its personnel and the scope of responsibilities to be performed, so as to ensure the implementation of relevant control systems. The company has formulated the rules of procedure of the general meeting of shareholders, the rules of procedure of the board of directors, the rules of procedure of the board of supervisors, the system of independent directors, the working rules of the general manager, the management measures of connected transactions, the internal control system, the financial and accounting management measures, the internal audit system, the working rules of the Secretary of the board of directors, the management system of external guarantee, the management system of external investment and the management system of subsidiaries and branches, It also stipulates the decision-making methods for major matters. The decision-making mechanism and management system established by the company can correctly, timely and effectively treat and control business risks and financial risks, and ensure the accuracy of enterprise management and accounting information to the greatest extent.
(3) Improve the information system
Comprehensively upgrade the company’s information system from the original local and split information system to a comprehensive information system integrating procurement, sales, inventory management and financial accounting. Further improve the effectiveness of the internal control system by making use of the mandatory restraint of the system on the implementation of the internal control system. In the process of continuously improving the overall informatization, find the defects of internal control, management loopholes and risk points, improve the business process, promote the management to further improve the operation and management, and improve the comprehensive management level of the company.
(4) Internal audit
In accordance with relevant laws and regulations and the requirements of the company’s internal audit management system, the company has established an audit department as the responsible department for the implementation of internal audit. The Audit Department of the company is equipped with full-time auditors who are directly responsible to the board of directors. Under the guidance of the audit Committee, the audit department exercises its audit functions and powers independently without the interference of other departments and individuals. The internal audit department of the company takes the economic benefits of the enterprise as the center, takes the laws, regulations and enterprise rules and regulations as the basis, and adopts the internal audit work mode of the combination of mandatory audit and random audit, pre control and post audit, so as to give full play to the inspection and supervision function of internal audit. Through internal audit, the company timely finds out the problems existing in relevant business activities, puts forward improvement suggestions, implements rectification measures, promotes the company to strengthen management, improves the effectiveness of internal control and internal supervision, and further prevents business risks and financial risks.
(5) Human resources policy
According to the characteristics of labor-intensive enterprises, the company has established and implemented more scientific personnel management systems such as employment, training, education management, attendance, assessment and promotion, and hired enough personnel to complete the assigned tasks. Introduce competition and selection mechanism into human resource management. Managers at all levels are produced through external introduction and internal promotion. In terms of talent training, the company has a relatively perfect training system and rich training resources. Carry out internal training, regularly distinguish posts, and train employees in professional skills, industry advanced management experience, food safety, professional ethics, team responsibility, etiquette and so on. Improve the working and living environment of employees, implement the park management of the plant area and the apartment management of employees’ dormitories, complete facilities such as supermarkets, Internet cafes, gyms, hair salons and cinemas, and organize literary and artistic activities such as employees’ birthday parties and happy square on a monthly basis, so as to truly achieve “people-oriented and scientific management” and provide a good guarantee for the healthy development of the company.
(6) Corporate culture
Adhering to the business philosophy of “seeking reputation by quality, occupying the market by brand and seeking development by innovation”, the company adheres to the corporate mission of “providing healthy marine food for mankind”. Create value for customers through continuous technological innovation and perfect quality control; Actively undertake the social responsibility of the enterprise and create value for the society through law-abiding operation and the development of justice and benefit; Create value for employees by providing competitive salary and welfare, subtle and thoughtful humanistic care and all-round education and training; By continuously improving the standard governance level of the company, pay attention to the sustainable development and value growth of the company, and create value for shareholders.
2. Risk identification and assessment
The company follows the business philosophy of “seeking reputation by quality, occupying the market by brand and seeking development by innovation”, relies on core technology, adheres to independent R & D and innovation, grasps the good development opportunities provided by macroeconomic situation and industrial policies, adheres to forming a modern enterprise core management team with excellent corporate culture and people-oriented management mode, and strives to build the company into a global healthy marine food supplier and operator. The company has established an effective risk assessment process by setting up a strategy committee and an audit committee to identify and respond to changes in major risk factors that the company may encounter, including business risk, environment, safety risk, financial risk and so on.
3. Control activities
According to the risk assessment results, the company has taken corresponding control measures to control the risk within the tolerable range. Specifically, according to the management requirements of modern enterprise system, the company has established a series of internal management systems for various production and operation links, such as sales and collection process management, procurement and payment process management, production and storage process management, personnel and salary management, financing and investment management, monetary fund management and so on, so as to ensure that all work has rules to follow and form a standardized management system.
(1) Control measures
① Incompatible job separation control
The company has formulated a series of detailed post responsibility division systems for various departments and business processes, and the authorization and approval of various transaction businesses are separated from the specific handling personnel. For example, the cashier shall not be concurrently responsible for auditing, keeping accounting files and registering the accounts of income, expenditure, expenses and creditor’s rights and debts; The special seal for Finance shall be kept by the person in charge of finance, and the personal seal shall be kept by the cashier. It is strictly prohibited to keep all seals required for payment by one person; Article requisition and approval, procurement and acceptance shall not be the same person, etc.
② Authorization approval control
According to the size and nature of the transaction, the company adopts different authorization controls according to the articles of association and various management systems.
General authorization includes: rules and regulations on personnel management, administrative management, production management, quality management, marketing management, procurement management, financial management and management of subordinate enterprises, which are compiled into a volume to clarify the scope, authority, procedures, responsibilities and other relevant contents of authorization and approval. The management at all levels within the unit must exercise corresponding functions and powers within the scope of authorization, and the handling personnel must also handle economic business within the scope of authorization;
Special authorization includes: the company’s business policy, major investment, financing, guarantee, related party transactions and other major business activities, which shall be deliberated and decided by the board of directors in accordance with the provisions of the company law, relevant laws, the articles of association, the investment management system and the provisions on the Administration of external guarantee; Those exceeding the authority of the board of directors shall be reported to the general meeting of shareholders for approval. The general meeting of shareholders shall give certain authorization to the board of directors in terms of investment, financing and guarantee of the company.
③ Accounting system control
The company has formulated the accounting system and financial management system suitable for the company in accordance with the requirements of the company law, the accounting law, the accounting standards for business enterprises and other laws and regulations and their supplementary provisions, Including monetary fund management system, Interim Measures for financial management of procurement and payment, financial management measures of subordinate companies, detailed rules for the management and implementation of financial accounting archives, management measures for fund raising and use, asset management system, comprehensive budget management system, etc., and clearly formulated the processing procedures of accounting vouchers, accounting books and accounting reports to standardize financial management and accounting; The company has strengthened the function of financial supervision, strengthened the management of investment and assets, prevented business risks and financial risks, and formed a complete management system. The establishment of these systems enables the company to achieve the following objectives:
a. Reasonably ensure that business activities are carried out in accordance with appropriate authorization;
b. Reasonably ensure that transactions and events can be recorded in appropriate accounts in a timely manner in the appropriate accounting period with the correct amount, so as to make the preparation of accounting statements comply with accounting standards and relevant requirements;
c. Reasonably ensure that the contact and treatment of assets and records are properly authorized, and form an asset control and management mode with clear responsibility, strong control and remarkable effect;
d. Reasonably ensure that the book assets are regularly checked and consistent with the actual assets, ensure the accuracy of accounting records, and ensure the safety and integrity of all kinds of assets;
e. Effectively guarantee the virtuous circle of funds, give play to the efficiency of fund use and reduce the cost of fund use; In terms of institutional setting, the company has set up a finance department, and the financial personnel of all branches and subsidiaries are the financial expatriates of the headquarters, which are uniformly managed by the finance department. The company has effectively implemented the post responsibility system of accountants, and has employed sufficient accountants and given sufficient resources to enable them to complete the assigned tasks.
④ Property protection control
According to various accounting policies and financial management systems, the Finance Department of the company shall carry out accounting treatment for the increase and decrease of currency, inventory and fixed assets, determine the custodian or management department for physical assets, strictly restrict the access and disposal of assets by unauthorized personnel, and control the combination of regular property inventory and irregular random inspection on a monthly or semi annual basis, so as to achieve the consistency between accounts and reality.
⑤ Operation control
The company has formulated clear job responsibilities and authorities for each system, level and position, and formulated corresponding operation and management documents to gradually standardize and improve various processes, systems and standards. In the process of operation and management, the management of the company comprehensively uses the information of production, purchase and sales, finance and other aspects, and regularly carries out operation review and analysis through factor analysis, comparative analysis, trend analysis and other methods, so as to find problems and improve them in time. The company irregularly inspected and evaluated the implementation of various systems and processes by various departments of the headquarters and subsidiaries, which played a good role in supervising and controlling the normal operation and standardized operation of the company. At the same time, the company further improves employees’ awareness of internal control and better promotes the implementation of the company’s internal control system by strengthening the regular training and assessment of employees.
⑥ Performance appraisal control
The company has established a performance appraisal system covering all departments and all employees. Through the self-assessment of employees, the assessment of direct supervisors, the assessment of department directors (managers), and the summary and verification of the assessment results by the administration and personnel department, the company will feed back to employees, conduct regular assessment and evaluation on all employees and responsible units, and link the assessment results with employee salary adjustment, year-end double salary, training, post rotation, promotion, etc.
(2) Key internal control
① Internal control over subsidiaries
In order to strengthen the management of subsidiaries and ensure the standardized, efficient and orderly operation of subsidiaries, the company has formulated the management system of holding subsidiaries and the appointment management system of directors, supervisors and senior managers of subordinate subsidiaries. According to the regulations, the company appoints or recommends key management personnel to the subsidiary, and the functional departments of the company guide and supervise the counterpart departments of the subsidiary. The company requires the subsidiary to implement the financial management system, internal reporting system of major information, internal audit system and so on. At the same time, the company has established a comprehensive performance evaluation system for all subsidiaries to effectively manage the subsidiaries.
During the reporting period, the internal audit institution of the company carried out special audit or routine inspection on the finance, internal control and major projects of subsidiaries, effectively carried out internal audit and ensured the implementation of internal control system.
② Management and control of foreign investment
In order to strengthen the management of foreign investment, so that the foreign investment can comply with the company’s development strategy, enhance the company’s competitiveness and create good economic benefits, according to various laws and regulations and the articles of association, the company has formulated the measures for the management of foreign investment, which stipulates that the general meeting of shareholders and the board of directors are the decision-making bodies of the company’s foreign investment, and each of them shall, within the scope of its authority, make decisions according to law
