Central China Securities Co.Ltd(601375) verification opinions on Palm Eco-Town Development Co.Ltd(002431) 2021 annual internal control self-evaluation report
Central China Securities Co.Ltd(601375) (hereinafter referred to as " Central China Securities Co.Ltd(601375) " or "recommendation institution") as the recommendation institution of Palm Eco-Town Development Co.Ltd(002431) (hereinafter referred to as " Palm Eco-Town Development Co.Ltd(002431) " or "company") for the non-public offering of shares in 2020, in accordance with the administrative measures for the recommendation business of securities issuance and listing, the guidelines for the recommendation of listed companies of Shenzhen Stock Exchange, the stock listing rules of Shenzhen Stock Exchange According to the requirements of relevant regulations such as the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board, the self-evaluation report on internal control in Palm Eco-Town Development Co.Ltd(002431) 2021 has been reviewed and verified, and the verification opinions are as follows:
1、 Verification method
Central China Securities Co.Ltd(601375) the sponsor representative carefully reviewed Palm Eco-Town Development Co.Ltd(002431) the self-evaluation report on internal control in 2021, communicated with the directors, supervisors, senior managers and other personnel of the company and relevant personnel of the finance department, internal audit department and other departments, communicated with the accounting firm hired by the company, and consulted the documents of the general meeting of shareholders, the board of directors, the board of supervisors and other meeting documents as well as various business and management rules and regulations, The integrity, rationality and effectiveness of the company's internal control system are verified from the aspects of the company's internal control environment, the construction of internal control system and the implementation of internal control.
2、 Internal control evaluation of the company
(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 Palm Eco-Town Development Co.Ltd(002431) and its subsidiaries, wholly-owned subsidiaries and holding subsidiaries.
The total assets of the units included in the evaluation scope account for 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 main businesses and matters included in the evaluation scope include: corporate governance, organizational structure, development strategy, corporate culture and brand, social responsibility, internal supervision, external investment, external guarantee, external financial assistance, related party transactions, raised funds management, financial management, budget management, asset management, information system management, project management, contract management, human resources, information and communication Management of holding subsidiaries, etc.
(II) basis of internal control evaluation and identification standard of internal control defects
1. Corporate governance
According to the company law, the articles of association and other relevant laws and regulations, the company has established the corporate governance structure of the general meeting of shareholders, the board of directors, the board of supervisors and the management. Clarify their respective scope of responsibilities, rights, obligations and working procedures. The general meeting of shareholders is the authority of the company, and the board of directors is the executive body of the general meeting of shareholders. The board of directors has three special committees: Development Strategy Committee, audit committee and nomination and salary evaluation committee, and has established corresponding working rules. The management is responsible to the board of directors, and the general manager is responsible for the daily operation and management of the company under the leadership of the board of directors. The board of supervisors is the internal supervision organization of the company.
The establishment of the working system of independent directors of the company provides a strong guarantee for the company to determine the development plan, improve the investment decision-making procedures, strengthen the scientificity of decision-making, improve the efficiency and quality of major investment decisions, establish and improve the salary management and assessment system of senior executives, strengthen the decision-making and supervision functions of the board of directors, and further improve the governance structure of the company.
In order to meet the needs of the company's business development, improve the corporate governance structure, improve the investment decision-making procedures, strengthen the scientificity of decision-making and improve the quality of major investment decisions, the chairman of the board set up an "investment decision-making committee" to review the investment decisions of the company and its wholly-owned, holding subsidiaries or subsidiaries with actual management rights according to the rules of procedure of the investment decision-making committee.
For the company's business policy, major investment, financing, guarantee, financial assistance, major business contracts and other major business activities, the company has made clear authorization and explanation to the board of directors on the company's business policy, major investment, financing, guarantee, financial assistance, major business contracts and other aspects in accordance with the company law, relevant laws and the articles of association The general manager also has specific and clear authorization in daily business. The policies and procedures established by the company for the realization of business objectives play a vital role in operation and management.
Through 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 system of independent directors, the working rules of the Secretary of the board of directors, the working rules of the general manager, the rules of procedure of the investment decision-making committee and other relevant provisions, the company has clarified the responsibilities and authorities of various institutions in decision-making, implementation and supervision, and formed a reasonable division of responsibilities and check and balance mechanism.
In order to safeguard the interests of shareholders and improve the quality of financial information, according to the relevant requirements of China Securities Regulatory Commission and Shenzhen Stock Exchange, the system for the selection and employment of accounting firms has been formulated to standardize the relevant behaviors of the company in the selection and employment of accounting firms (including renewal and change), and it is clear that the selection and employment of accounting firms by the company should be reviewed by the audit committee of the board of directors and submitted to the board of directors and the general meeting of shareholders for deliberation. The company shall not engage an accounting firm to carry out audit business before the deliberation of the board of directors and the general meeting of shareholders.
2. Organizational structure
The company has established a scientific and standardized organizational structure according to its own business characteristics and internal management control requirements in accordance with national laws and regulations and the requirements of regulatory authorities. In addition to the establishment of "three meetings and one layer" and the special committees under the board of directors, the company has established functional departments that meet the needs of the company's business scale and operation and management according to the actual situation, including construction operation management center, construction investment management center, science and Technology Center, investment management center, asset management department, ecological town business center, financial management center, risk control legal department, securities department, information management department Comprehensive management center (including: office, human resources department, enterprise brand Department), audit and Supervision Center (including: audit management, discipline inspection and supervision). Each functional department has a clear division of labor, mutual coordination, mutual supervision and mutual restriction.
3. Development strategy
The company has formulated the working rules of the development strategy committee, which defines the personnel composition, responsibilities and authorities, procedures and rules of the development strategy committee, and standardizes the work flow of strategic management after appropriate approval. It can effectively standardize the strategic planning and strategic management, effectively ensure the preciseness and authority of the strategic planning, and ensure that the formulation of development strategies and objectives conforms to the actual situation of the internal and external environment and the development needs of the enterprise.
Guided by the development strategy of "one body and two wings", the company constructs a business combination and development model with smart urban and rural areas as the main body and ecological towns and innovative business platforms as the two wings. At the same time, the company actively explores the business combination and development model enabled by scientific and technological means and financial means. Among them, "integration" is the smart urban and rural construction sector, including "garden construction", "engineering construction" and "design"; The "ecological town" section of the "two wings" includes two types of businesses: one is the one-stop service for planning, construction and operation, and the other is the construction of industrial and business ecosystem; The "innovative business platform" mainly covers five types of businesses: cultural tourism, health care services, education camps, asset management and science and technology property, so as to incubate new field advantages for palm, cultivate new development momentum and future core competitiveness.
4. Corporate culture and brand
With the core values of "sincerity, openness, strength and win-win" and the enterprise spirit of "craftsman, innovation, struggle and pragmatism", the company is committed to becoming the world's leading intelligent urban and rural construction and ecological town service provider, practicing the green development concept of "green water and green mountains are golden mountains and silver mountains", giving full play to the craftsman spirit, and fulfilling the task of providing customers with high-quality urban and rural construction solutions and ecological town projects, The enterprise mission of accelerating the development of China's ecological towns.
The company's management focuses on people-oriented, emphasizes that employees are the main body of the enterprise, respects employees, pays attention to the all-round development of employees, advocates humanized management, uses scientific management means and methods, establishes standardized and standardized systems and processes, reasonably reorganizes and allocates resources, maintains the efficient and high-quality operation of the enterprise, and maximizes the objectives and efficiency of the enterprise and individuals.
The company has formulated the brand management measures and the Visual Identification Manual of enterprise brand to strengthen the cultural brand management and post responsibilities, improve the basis of cultural brand management, unify and standardize the cultural brand management, form the professional management of cultural brand, and establish a unified visual image system to ensure the consistency of the company's internal and external visual image. Form a corporate culture with its own characteristics, summarize and refine it, form corporate culture norms, and effectively convey and implement it within the company; The brand building plan is formulated scientifically, reasonably and properly approved to ensure the gradual realization of the brand strategy.
5. Social responsibility
In order to implement the scientific outlook on development, build a harmonious society and promote sustainable economic and social development. The company has been actively fulfilling its social responsibility since its inception. 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 standardized operation of companies listed on the SME Board of Shenzhen Stock Exchange and other laws, regulations, rules and normative documents, and in combination with the actual situation of the company, the social responsibility system has been formulated to actively perform the social responsibility, regularly evaluate the performance of the company's social responsibility, and voluntarily disclose the company's social responsibility report.
In January 2012, the company established Guangdong palm Public Welfare Foundation (hereinafter referred to as palm Foundation) as the main carrier of Palm Eco-Town Development Co.Ltd(002431) practicing corporate social responsibility. The palm foundation was registered with the Department of civil affairs of Guangdong Province and was recognized as a "charitable organization" in August 2019. The palm foundation advocates virtue and goodness, helps the poor, cares for vulnerable groups, and takes part in social public welfare undertakings. January 17, 2021 is the ninth anniversary of the palm foundation. Since its ninth anniversary, the palm foundation has carried out public welfare projects in the fields of awarding teaching and learning, helping students to solve difficulties, ecological public welfare, social care, national fitness, and relief from illness. On October 26, 2021, with the approval of the Department of civil affairs of Guangdong Province, the name of the foundation was changed to "Guangdong Jiayuan Yuntian public welfare foundation".
From January to June 2021, the company invested 385000 yuan through Guangdong palm public welfare foundation to complete the following projects: purchase materials and carry out new year's greetings for the elderly in Guangzhou and Meizhou, Guangdong; Donate new year consolation materials to sanitation workers; Donate surgical treatment fees to children with leukemia; Donated the elderly activity center in Meizhou, Guangdong; Donate medical materials to Guanzhou street in Guangzhou for epidemic prevention and control; Carry out high school student return visit activities in Yangshuo, Guilin. In July 2021, the company supported flood fighting and disaster relief in Henan Province, supported the front-line rescue work of flood situation, and helped the affected people overcome difficulties. The company issued the notice on raising love money from Palm Eco-Town Development Co.Ltd(002431) all regions and subordinate companies to help Henan flood disaster, raising a total of 370000 yuan in two days. The money raised was used to purchase rescue materials and donated to Henan fire rescue corps, including logistics equipment such as camouflage clothes and camouflage shoes, and living materials such as instant noodles, toiletries and cleaning supplies, so as to support fire officers and soldiers working on the front line of rescue day and night to carry out flood control and rescue work. The company's strategy of promoting rural revitalization is put forward by comprehensively considering the current situation of national strategic development, market space, development advantages and cultural inheritance. In the past "13th five year plan", the company has formed a unique Rural Revitalization model, accumulated a large number of fruitful work experience and methods in helping poverty alleviation across the country, innovated and realized the introduction of the whole industrial chain, and enabled Rural Revitalization in design, construction, technology, operation and other aspects. In the new era, Palm Eco-Town Development Co.Ltd(002431) put rural construction in an important position in all work, closely linked the company's "one body and two wings" development strategy with the National Rural Revitalization Strategy, people-oriented, flexible, coordinated development, rooted in culture and formulated implementation plans according to local conditions, comprehensively assisted Rural Revitalization and accelerated the construction of agricultural and rural modernization. 6. Internal supervision
The company has an audit committee under the board of directors, which is mainly responsible for supervising, guiding and evaluating the internal audit. The audit management department of the audit and supervision center of the company carries out audit work independently under the direct leadership of the audit committee. The company has formulated the working rules of the audit committee, the annual report working system of the audit committee of the board of directors, the provisions on internal audit, the outgoing audit system and other relevant systems to improve the corporate governance structure of the company and ensure that the board of supervisors and independent directors exercise their supervisory powers over directors and senior managers.
The audit management department is equipped with full-time auditors who are responsible to the audit committee and report to the audit committee. The person in charge of the audit management department shall be appointed by the board of directors.
Under the direct leadership of the audit committee, the audit management department shall independently carry out internal audit in accordance with laws and regulations and the company's rules and regulations, audit and verify the company's financial status, business activities and financial information disclosed to the public regularly and irregularly, and supervise and inspect the effectiveness of the internal control of the company, its holding subsidiaries and branches. And audit and inspect the implementation of the company's external guarantees, related party transactions, venture capital, external financial assistance, purchase or sale of assets, external investment and other major matters, timely report the audit work to the audit committee, timely analyze the problems found in the audit process, put forward improvement suggestions and urge rectification.
The board of supervisors and independent directors of the company shall perform the supervision functions and powers of the company's management, independently evaluate the effectiveness of the company's internal control and put forward improvement suggestions.
7. Foreign investment and guarantee
In order to regulate foreign investment, foreign guarantee and relevant information disclosure, the company clearly stipulates the decision-making authority of the general manager, chairman, board of directors and general meeting of shareholders on foreign investment and foreign guarantee in the articles of association, measures for the administration of foreign investment, detailed rules for the implementation of investment management, measures for the administration of foreign guarantee, detailed rules for the implementation of guarantee management and other systems.
In April 2021, the company revised the measures for the administration of foreign investment, which specifies that the company's foreign investment projects should be in the form of limited liability companies, joint stock limited companies or limited partnerships. When a foreign investment project is in the form of a limited liability company or a joint stock limited company, the foreign investment project in line with the company's development strategy should generally be in a holding or relative holding position. When the foreign investment project is in the form of limited partnership, the company cannot become a general partner. If the foreign investment accounts for more than 50% of the total registered capital of the invested unit or acts as the actual controller, the financial director shall be appointed according to the measures for the administration of appointed personnel of the company.
The company appoints relevant departments to conduct professional research and evaluation on the feasibility, investment risk, investment return and other matters of major investment projects that meet the deliberation authority of the board of directors, be responsible for the implementation of specific investment projects, timely report to the board of directors, and review and disclose the progress in accordance with the deliberation procedures. Control the investment direction and scale, establish an effective investment risk restraint mechanism, prevent investment risks and protect the rights and interests of investors
