Sinolink Securities Co.Ltd(600109)
About Western Regions Tourism Development Co.Ltd(300859)
Verification opinions on self-evaluation report of internal control in 2021
Sinolink Securities Co.Ltd(600109) (hereinafter referred to as “sponsor”) as a sponsor of Western Regions Tourism Development Co.Ltd(300859) (hereinafter referred to as “Xiyu tourism” or “company”) for initial public offering and listing on GEM, according to the measures for the administration of securities issuance and listing sponsor business of China Securities Regulatory Commission, the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 13 – sponsor business, and the basic norms of enterprise internal control According to the requirements of relevant laws, regulations and normative documents such as the guidelines for self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM, the internal control self-evaluation report of Xiyu tourism in 2021 was verified. The specific conditions are as follows:
1、 Internal control evaluation conclusion
According to the identification standard of the company’s internal control defects in financial reporting, there are no major defects and important defects in the internal control of 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 standard of internal control defects in non-financial reports of the company, on the benchmark date of the internal control evaluation report, the company found no major defects and important defects in internal control in non-financial reports.
There are no factors affecting the evaluation conclusion of the effectiveness of internal control between the benchmark date of the company’s internal control evaluation report and the date of issuance of the internal control evaluation report.
2、 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 scope of this internal control evaluation covers joint-stock companies and subsidiaries. The main businesses included in the evaluation include: organizational structure, human resources, corporate culture, social responsibility, financial report, capital activities, comprehensive budget, procurement business, sales management, asset management, contract management, information and communication, etc. The high-risk areas of focus mainly include: production and safety management, major investment, information disclosure and other matters. The above units, businesses and matters included in the evaluation scope cover the main aspects of the company’s operation and management, and there are no major omissions.
The main operations and matters within the scope of evaluation include:
1. Internal control environment
(1) Organizational structure
The company has established a corporate governance structure composed of the general meeting of shareholders, the board of directors, the board of supervisors and the management in accordance with the provisions of the company law, the securities law, the governance standards for listed companies and the articles of association. In accordance with the opinions of the general office of the Central Committee and the general office of the State Council on further promoting the implementation of the “three important and one large” decision-making system in state-owned enterprises and several provisions on the Honest Employment of leaders of state-owned enterprises, as well as the relevant provisions of the articles of Association, 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 working rules of the general manager and the guidelines for routine authorization of organizational structures, These measures are formulated in combination with the actual situation of the unit. It clearly stipulates the functions and powers, nature, rules of procedure and authorization of the general meeting of shareholders, the board of directors, the board of supervisors, the general manager and other senior managers.
For the decision-making of “three important and one major” matters, the way of discussion and decision shall be selected according to the specific content and specific situation. The main meeting forms include: general meeting of shareholders, board of directors, general manager’s office meeting, employee congress, etc.
The board of Directors consists of four professional committees: strategy, nomination, audit, remuneration and assessment. In accordance with the principles of strategic guidance, strong coordination, hierarchical management, classified management and strengthening functional division and cooperation, the company strengthens the functional connection of institutions at all levels of Xiyu tourism company from the perspective of management, establishes fast and efficient information communication channels, improves management efficiency, guides the development of the company, encourages the company to become bigger and stronger and improves the ability of the company’s development strategy.
The board of supervisors shall be responsible to the general meeting of shareholders of the company, supervise the legality and compliance of the company’s finance and the performance of duties by the company’s directors, general manager and other senior managers, and safeguard the legitimate rights and interests of the company and shareholders. The company has formulated the rules of procedure of the board of supervisors, which clearly stipulates the functions and powers of the board of supervisors, meeting procedures, authorization, proposal, voting, resolution and other rules and procedures.
The general manager and his leading group are responsible for organizing and leading the daily operation of the enterprise’s internal control, and performing their duties in accordance with the general manager’s working rules and other management regulations. According to its own business characteristics and the management requirements of internal control, it has set up primary institutions such as finance department, audit department, party masses work department, general office, human resources department, marketing and planning department, engineering department and work safety office, as well as secondary institutions such as transportation branch, cableway branch, yacht company, Wucaiwan hot spring company, Tianchi international travel company and performing arts company. It clearly stipulates the main responsibilities of each department and forms an internal control system that performs its own duties, assumes its own responsibilities, cooperates with each other, restricts each other and links each other, so as to optimize the company’s resource allocation, simplify the management process and improve the company’s work efficiency.
(2) Corporate culture
The company has established the regulations on the management of corporate culture construction, and party and mass organizations at all levels, corporate culture departments, functional departments and subsidiary companies effectively cooperate to complete the work related to corporate culture construction. Take practical and effective measures to actively cultivate the enterprise culture with its own characteristics. Through publicity and training, all employees of the company can understand the company’s cultural core values (innovation and development, reform and breakthrough, perfection, unity and cooperation), enterprise mission (unity and hard work, pragmatism and efficiency), and company objectives (standardization, procedure and refinement), so as to create an excellent culture reflecting the enterprise characteristics. The top management of the company plays a leading and exemplary role in the construction of corporate culture, drives and affects the whole team, and jointly creates a positive corporate culture environment.
(3) Human resources
The company has formulated a complete human resource management system and process, involving employment, training, assessment, appointment and removal, salary, resignation and other aspects. The company has formulated a standard management system, which clearly stipulates the ability level and corresponding knowledge and experience required for each post, as well as the scope of work, responsibilities and authorities, basic skill requirements, inspection and assessment. The company formulates a sound salary system and establishes and improves the regulation mechanism of total wages. The remuneration of directors and senior executives shall be formulated by the remuneration assessment committee and submitted to the board of directors or the general meeting of shareholders for approval. The remuneration system of other employees shall be formulated by the human resources department of the joint stock company and submitted to the general manager for approval. The company and its subsidiaries establish and implement the performance evaluation system, scientifically set up the evaluation index system, conduct regular evaluation and objective evaluation on the performance of internal responsible units and all employees, and take the evaluation results as the basis for determining employees’ salary, job promotion, evaluation, demotion, job transfer, dismissal, etc.
The company has formulated more than ten human resource management systems, including recruitment management measures, resignation management measures, labor contract probation provisions, salary and welfare management measures, attendance and leave management measures, reserve talent management measures, employee training management measures, Interim Measures for performance evaluation and excellence, management measures for post transfer of management personnel, which are fully involved in entry and resignation A series of human resource management systems such as change, cultivation, selection, reward and punishment.
(4) Social responsibility
While developing steadily, the company also attaches great importance to the performance of social responsibilities, mainly including quality management, safe production, environmental protection, employee rights and interests and social welfare. The company has established and implemented relevant systems and evaluation procedures such as quality management system, environmental management system and safety management system, strictly abided by national standards related to various operating equipment, implemented strict standardized quality inspection, and carried out regular annual review, inspection, quality standard upgrading certification and other work.
The company has always attached importance to safety production, formulated the safety production responsibility system and safety inspection system, strengthened safety production, everyone is responsible, established the safety production responsibility system, conducted irregular safety inspection and risk assessment, eliminated hidden dangers in time, and ensured safe and orderly production.
In terms of environmental protection, the company continues to invest in the renewal of pure electric and clean energy transportation vehicles, pure electric cruise ships, cableways, battery cars and other tourism facilities in the scenic spot, pays attention to the effective connection between investment and protection, better protects the world natural heritage of Tianshan and Tianchi, and plays a leading role in reducing carbon emissions in the scenic spot.
In terms of employees’ rights and interests, the company has strictly implemented the requirements of national laws and regulations on social security, provident fund, enterprise annuity, labor contract and other employees’ rights and interests through the formulation of systems, and established a trade union and workers’ Congress to safeguard and protect the rights and interests of employees.
In terms of poverty alleviation, the company has continued to do a good job in helping the original herdsmen in kuokhula village, Sangonghe Township and the poor people in huahuagou village for many years, and helped the people in need through financial poverty alleviation, industrial poverty alleviation, employment poverty alleviation and other ways.
2. Risk assessment
Taking the internal control leading group and working group as the core, focusing on all aspects of the company’s strategy and operation, the company has established a risk identification, assessment and response mechanism based on internal control for the possible business risks, financial reporting risks, compliance risks, property safety risks and fraud risks in the process of operation and management, so as to prevent and resolve various risks and ensure that the company avoids or reduces various risk losses, Enhance the company’s ability to resist risks and further promote the sustainable, stable and healthy development of the company.
According to the requirements of the company’s internal control management, the problems and deficiencies found in the company’s daily management, internal special inspection and external audit shall be comprehensively evaluated as an important basis for improving the company’s internal control system, improving relevant management systems and strengthening internal monitoring. With the changes of national policy environment, market environment and business situation, the company will continue to improve the implementation evaluation mechanism of main risk internal control to meet the needs of the company’s future development.
3. Main business control activities
(1) Fund management
The company shall comply with the Interim Provisions on cash management and the measures of the people’s Bank of China for the administration of settlement accounts. The internal control system has been established, improved and effectively implemented. Its contents comply with the current relevant national financial regulations and systems. The company has set up full-time personnel to manage monetary funds. Unauthorized personnel are strictly prohibited from contacting and handling monetary fund related businesses. The responsibilities and authorities of cashier, accountant, accounting supervisor, financial manager and other posts are clarified to separate and restrict each other, so as to clarify responsibilities and prevent fraud, The accountant of the finance department is responsible for reviewing all capital expenditures and making accounts after payment, so that all business matters can be carried out in an orderly manner.
In terms of investment, financing and external guarantee management, the company has formulated investment management regulations, bank loan management measures and external guarantee management measures. In terms of investment management, it defines the screening and analysis, approval and approval of investment projects, the organization and implementation of investment projects, the operation and management of investment projects, the change and completion of projects, inspection and supervision, assessment and responsibility, etc. during the reporting period, the company implemented the procedures of preliminary investigation, feasibility study, internal evaluation and investment decision-making for new investment projects, For all major investment projects, the approval procedures of the general meeting of shareholders or the board of directors have been performed in accordance with relevant laws and regulations.
In terms of financing management, clarify the management system of unified management and hierarchical approval of financing activities. The board of directors and the development and Investment Department of the company are responsible for the financing business related to the issuance of corporate bonds and stocks, and other relevant departments provide assistance. The Finance Department of the company is responsible for the financing business related to loans. The management system of raised funds has made clear provisions on the use and approval procedures, use adjustment and change, management supervision and accountability of raised funds, so as to ensure that the raised funds are used exclusively.
In terms of monetary capital and all kinds of valuable tickets (cruise tickets, cableway tickets, interval tickets, etc.), the company has formulated the provisions on capital management, the Interim Measures for the management of ticket sales and check-in of scenic spot business projects and the bill management measures in accordance with the provisions of relevant national laws and regulations and in combination with the actual situation of the company, which defines the responsibilities and authorities of all departments and posts, Strict authorization and approval procedures for monetary fund revenue and expenditure business and ticket management. At the same time, the company actively promotes the centralized management of funds and continuously improves the efficiency of fund use.
(2) Comprehensive budget management
In order to ensure that the budget is coordinated with the company’s development strategy and annual production and operation plan, reasonably prepare the budget and formulate budget objectives, and make effective use of the company’s resources, the company has formulated the comprehensive budget management system, which clearly divides the budget management organization and its responsibilities, defines the basis, content, procedure and method of budget preparation, and defines the budget approval and process, release and decomposition, implementation and control, The budget execution analysis mechanism and budget assessment and evaluation mechanism have been established.
The company’s budget preparation follows the principle of “combination from top to bottom, preparation at different levels, summary level by level, approval and implementation”, and regularly analyzes the budget implementation in the process. If the external environment changes significantly and the original budget preparation basis is not established, the company will conduct classified and hierarchical approval and budget adjustment according to the procedures set by the company, so as to effectively ensure that budget management plays a positive role in promoting the company’s development strategy.
(3) Procurement management
In order to promote reasonable procurement, meet the needs of production and operation, standardize procurement behavior and prevent procurement risks, the company has formulated document systems such as procurement and bidding management measures and supplier management specifications. Through the implementation of a series of document systems, the company has reasonably planned and implemented the supervision, management and process of procurement business. (4) Asset management
In order to standardize the management of the company’s fixed assets, ensure the maintenance and appreciation of the company’s assets, and use them efficiently and safely, these Provisions are formulated in accordance with the law of the people’s Republic of China on state owned assets of enterprises and other relevant national and industrial regulations and policies.
The Finance Department of the company is responsible for the unified accounting management of the company’s fixed assets, and the general office of the company is responsible for the daily management of fixed assets. Other departments of the company are responsible for the daily management of fixed assets in the system; Establish the company’s fixed assets archives, carry out statistics and overall management of fixed assets, and set up full-time or part-time fixed assets managers; Be responsible for organizing the inventory of the company’s assets and consolidating the value of assets. To be responsible for the registration and filing management of the property rights of state-owned assets.
Each subsidiary company must seriously do a good job in the safety management of fixed assets, formulate the safety management system of fixed assets and the safe operation (use) procedures of various fixed assets, and implement them carefully. Each subsidiary company shall regularly survey and timely repair housing structures. For all kinds of furniture, office equipment and living service facilities, the competent department shall arrange maintenance personnel to conduct regular inspection.
The asset management department of the company shall establish a fixed assets account, record the basic situation of fixed assets when they are obtained, update the current status, implement dynamic management, and reflect the situation of fixed assets in a timely and complete manner. The asset use departments of each subsidiary company shall do a good job in the management of fixed assets, make the account consistent with the physical object, and update it in time.
The company has formulated the fixed assets management system and intangible assets management system, which can control the key links of the company’s physical assets, such as acceptance and warehousing, receiving, issuance, storage and disposal, adopt the division of responsibilities, and follow the principle of separation of handling and review.
(5) Sales and collection
