Securities code: Shenzhen Fountain Corporation(000005) Securities abbreviation: St Xingyuan Announcement No.: 2022019
Shenzhen Fountain Corporation(000005) 2021
Internal control evaluation report
Shenzhen Fountain Corporation(000005) all shareholders:
In accordance with the provisions of the basic norms of enterprise internal control and its supporting guidelines and other internal control supervision requirements, combined with the company’s (hereinafter referred to as the company’s) internal control system and evaluation methods, and 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
It is the responsibility of the board of directors of the company to establish, improve and effectively implement internal control, evaluate its effectiveness and truthfully disclose the internal control evaluation report in accordance with the provisions of the enterprise internal control standard system. The board of supervisors shall supervise the establishment and implementation of internal control by the board of directors. The management is responsible for organizing and leading the daily operation of the enterprise’s 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 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. 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 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 failed to maintain 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 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
（1） 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 evaluation scope include: all business operations of the group and its subsidiaries, including transportation, clean technology and energy infrastructure; Low carbon technology integration and environmental treatment engineering; Engineering, development management and engineering supervision of real estate projects; Hotel operation and comprehensive property management services; Real estate project equity portfolio management business direction. The total assets of the units included in the evaluation scope account for about 100% of the total assets in the company’s consolidated financial statements, and the total operating revenue accounts for 100% of the total operating revenue in the company’s consolidated financial statements.
The businesses and matters included in the evaluation scope mainly include: organizational structure, development strategy, human resources, social responsibility, corporate culture, capital activities, procurement and business outsourcing, asset management, marketing, engineering projects, guarantee business, financial report, comprehensive budget, operation compliance and performance, raised fund management, related party transactions, information disclosure, internal information transmission, information system and internal supervision.
1. Organizational structure
(1) Governance structure
In accordance with the requirements of the company law of the people’s Republic of China, the securities law of the people’s Republic of China and relevant regulations and the provisions of the articles of association, 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 formed a scientific and effective division of responsibilities and check and balance mechanism.
The general meeting of shareholders is the decision-making body 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 shall be held at least once a year according to law, and an extraordinary general meeting of shareholders may be held in accordance with the provisions of laws and regulations.
The governance layer of the company includes governance institutions and governance functional departments. The board of directors and the board of supervisors are the governance bodies of the company, while the audit committee, the nomination committee, the strategy committee, the budget committee and the remuneration and assessment committee are the governance functional departments of the company. The board of directors shall be responsible to the general meeting of shareholders, exercise the business decision-making power of the enterprise according to law, and implement the relevant resolutions of the general meeting of shareholders. The board of Directors consists of 14 directors, including 5 independent directors. The board of directors is responsible for the establishment, improvement and effective implementation of the company’s internal control, and the formulation of the company’s business plan, investment plan, financial budget and final settlement plan, basic management system, etc. The special committees on strategy, audit, nomination, remuneration and assessment provide support for the business decision-making and management implementation of the board of directors according to their responsibilities and authorities, rules of procedure and working procedures. The audit committee is the internal control and supervision organization of the company. The audit committee is composed of five directors, including three 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 board of supervisors is responsible to the general meeting of shareholders and supervises the governance of the company and the internal control established and implemented by the board of directors. The board of supervisors consists of five supervisors, including two employee supervisors.
(2) Institutional setup and distribution of rights and responsibilities
The management of the company includes management personnel and management functional departments. The president, vice president, assistant president and chief financial officer are the management personnel of the company, and the president’s office, financial center, internal control legal center and main business centers are the management functional departments of the company. The division of labor of the management functional departments is as follows: the president’s office is responsible for the management of human resources, information documents and investor relations, the financial center is responsible for the management of accounting, property and investment and financing business, the internal control and legal center is responsible for the management of administrative affairs, internal audit and legal affairs, and each business operation center is responsible for the outsourcing and procurement, marketing and revenue, business model and technical economy of each main business Management function of industry standards and technical patent skills. The management of the company reports to the board of directors and is supervised by the board of directors.
The operation layer is responsible for the operation of the company. The “operation team” is defined as the “operation team” composed of multiple business units. Each operation level unit is composed of project director, project financial director and relevant functional posts of operation management. Among them, income and marketing management posts, professional business management posts, expenditure and cost accounting management posts and asset and cash receipt and payment management posts are operation management functional posts that must be divided independently. Project refers to the business entity that conducts separate income, cost and profit accounting for the main business of daily operation. The operation layer of the company operates under the guidance and supervision of the management and accepts the supervision of the management functional department.
(3) Organization chart:
Shareholders’ meeting
Board of supervisors
Board of directors
Remuneration assessment committee strategy committee Budget Committee Nomination Committee audit committee
meeting
President vice president
Assistant president
Chief financial officer
Deputy chief financial officer deputy chief operating officer
The bank reviewer specially assigned the credit, investment, government, planning, industry, power, information and resources department will finance, machine management and law field, work with the technical information and document library, plan, manage, manage, manage, manage, manage, manage, manage, manage, manage, manage, manage, manage, manage, manage, manage, manage, manage, manage, manage, manage, manage, manage, manage, manage, manage, manage, manage Committee of department staff
Project Director Project Finance Director
Special income and expenditure
Entry production
And industry and
Business cash
Selling principal
Management verification
Post management and payment
Post Post
Bit bit
2. Development strategy
1、 Overview
During the reporting period, the company developed its main business according to the following framework:
1. Operation of transportation, clean energy and water resources infrastructure;
2. Low carbon technology integration and water treatment equipment, renewable energy and environmental treatment equipment;
3. Real estate project engineering services, pollution treatment / energy regeneration engineering services, park clean technology infrastructure project engineering services (including design, construction, supervision, operation and maintenance services);
4. Hotel operation, property management services, leasing services and derivative business management;
5. Equity portfolio management of real estate projects (including large industrial parks).
2、 Review of operation during the reporting period:
(I) operation of transportation, clean energy and water resources infrastructure
(1) In order to implement the overall transformation of Hetao area and Luomazhou / Huanggang port area in Shenzhen and Hong Kong, the company signed the agreement on cooperative development of “Shenzhen car port” with Shenzhen Municipal People’s government. The underground space within the commercial development scope of Nanshan urban renewal project has completed the replacement of 34000 square meters of new building area construction indicators and the demolition rights and interests of “Shenzhen car port”. The construction index has obtained the construction project planning permit and construction project construction permit. At present, the construction progress of the main works of the urban renewal project has exceeded 50%. The construction of the BOT project of the underground parking lot with an area of no more than 50000 square meters within the plot of the sports center has not yet begun.
(2) In 2021, the global “covid-19 epidemic” was in continuous evolution. Affected by the epidemic, the company was in kulakura Development Zone in Bali, Indonesia, bidong Development Zone in North Sulawesi, BCIP Industrial Park in East Kalimantan, Jambi Industrial Park in Sumatra, phosphorus industry and mining waste Park in Saudi Arabia The preliminary work of the environmental pollution clean / energy regeneration integrated system operation project of “water, solid waste and renewable energy” in Dubai city and other marine island countries of the United Arab Emirates is still suspended. (II) low carbon technology integration and water treatment equipment, renewable energy and environmental treatment equipment
(1) The company cooperated with the “colloid and interface” Research Institute of Mapuche Academy of Sciences in Germany to develop the intellectual property rights of “Xingyuan hydrothermal technology”. During the reporting period, the company completed the research and development of the core special equipment for wet biomass high-efficiency hydrothermal carbon fixation reorganization: that is, the prototype of “complete set of industrial HTC reactor system”. The trial production of the authorized prototype has been completed, At present, the “Xingyuan biomass refining (Xuwen) Technology Co., Ltd.” in Zhanjiang City, Guangdong Province is undergoing operation test. As of the end of the reporting period, the company has obtained 16 foreign authorized patents for the R & D of equipment intellectual property rights of “Xingyuan hydrothermal technology”, including seven Chinese inventions and seven utility models, and two patents registered abroad.
(2) During the reporting period, the company promoted the clean microgrid system of the pollution clean / renewable energy integrated platform of “water, solid waste and renewable energy” based on the geographical ecology and island environmental characteristics of “Haisi” South Pacific island, and promoted the microgrid integrated system with the function of “pollution clean / renewable energy” platform, It also applied online for the renewable energy clean microgrid demonstration project of organic solid waste, water purification and liquid ammonia energy storage to the two coastal towns of “kurakura Peninsula in Bali province” and “PK2 in North Jakarta of ASG” in Indonesia.
(III) real estate project engineering services, pollution treatment / energy regeneration engineering services, park clean technology infrastructure project engineering services (including design, construction and supervision)
