Beijing Orient Landscape & Environment Co.Ltd(002310)
Internal control evaluation report in 2021
Beijing Orient Landscape & Environment Co.Ltd(002310) all shareholders:
In order to further strengthen and standardize the construction of the company’s internal control and improve the operation and management level and risk prevention ability, the company, in accordance with the provisions of 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), combined with the company’s internal control system, on the basis of daily supervision and special supervision of internal control, We evaluated the effectiveness of the company’s internal control on December 31, 2021. 1、 Important statement of the board of directors
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’s 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 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
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 parent company and all 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 consolidated financial statements.
The main businesses and matters included in the evaluation scope include: organizational structure, development strategy, human resources, corporate culture, budget management, fund management, procurement management, production management, sales management, asset management, investment management, related party transaction management, guarantee management, information and communication, legal affairs management, financial reporting, internal supervision, etc. 1. Organizational structure:
According to the company law of the people’s Republic of China, the articles of association, the basic norms of enterprise internal control 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. The corporate governance structure meets the requirements of listed companies. Listed companies are separated from their controlling shareholders in terms of personnel, assets, finance, institutions and business, and conduct independent accounting and bear responsibilities and risks. The company has established an organization to meet its own development needs, defined the functions of each organization, and carried out production and operation activities independently; The rules of procedure of the general meeting of shareholders, the rules of procedure of the board of directors and the rules of procedure of the board of supervisors have been formulated to further improve the corporate governance structure and ensure that the board of shareholders, the board of directors and the board of supervisors exercise their functions and powers independently, standardized and effectively in accordance with the law, so as to ensure their work efficiency and scientific decision-making, and relevant meetings are recorded.
2. Development strategy:
According to the current situation of development and operation, the company coordinates relevant resources and formulates medium and long-term development goals that can be achieved stably and orderly in a certain period of time in the future. When the economic situation, industrial policies, technological progress, industry conditions, force majeure and other factors change significantly, the company timely adjusts the development strategy, and adjusts the development strategy according to the specified authority and procedures to ensure the efficient and healthy sustainable development of the company.
3. Human resources:
In accordance with relevant laws and regulations and the basic norms of enterprise internal control, the company has formulated human management systems such as recruitment management regulations, employee manual, management measures for non staff personnel, salary management regulations, performance management measures and bonus management measures. The human resource management system has been built as a whole, and a more scientific management process of employment, training, job rotation, assessment, reward and punishment, promotion and elimination has been formed. This year, the company revised the management measures for employee attendance and leave, the management measures for employee rewards and punishments, the management measures for cadres, the management regulations for employee relations and other systems, and newly issued the management measures for business trip and travel expenses and the management measures for human cost budget.
4. Corporate culture:
Company tenet: adhering to the concept of “ecological priority and green development”, practicing the scientific judgment of “green water and green mountains are golden mountains and silver mountains”, focusing on the investment, design, construction, research, development and operation in the field of ecological environmental protection, and contributing to the construction of a beautiful China through the treatment of ecological living environment, the development of circular economy and the creation of waste free cities; With the purpose of leading technology, innovative design, excellent quality and first-class service, through the business activities of respecting morality and trustworthiness, sunshine and health, we can meet the needs of customers, realize the rights and interests of shareholders, realize the unity of national interests and enterprise interests, and combine economic and social benefits, so as to ensure the mutual benefit and win-win of shareholders, customers, employees and other parties.
5. Budget management:
In order to ensure the implementation of the company’s strategy and action plan, reasonably allocate resources and strengthen the overall planning, coordination and communication of the company, the company implements strategy oriented comprehensive budget management. In the analysis of budget implementation, the company will adopt the methods of ratio analysis, comparative analysis and factor analysis according to different situations to fully reflect the current situation of budget implementation from both quantitative and qualitative levels Development trend and potential. The company has specially formulated the budget management measures of SPV company to standardize the budget management of SPV company. 6. Fund management:
In order to standardize the company’s fund management and ensure the safety of funds, the company has established a relatively strict authorization and approval procedure for the revenue and expenditure and custody of monetary funds, and the incompatible posts for handling monetary funds have been separated. The company has formulated the expense management measures, on-site fund management measures, bank account management measures and other systems, defined the scope of use of funds, reasonably coordinated the capital needs of internal institutions in the process of production and operation, practically made a comprehensive balance of funds in various links such as procurement, production and sales, and comprehensively improved the efficiency of capital operation.
In order to standardize the management and use of the company’s raised funds, improve the use efficiency of the raised funds, and effectively protect the legitimate rights and interests of the company, investors and creditors, the company has formulated the management system for the use of raised funds.
Carry out daily supervision on the storage and use of raised funds, and inspect the use of raised funds every quarter.
The company has set up specific process control for fund-raising business to ensure that all fund-raising activities of the company are properly authorized and approved, so as to ensure normal capital turnover, reduce capital cost and reduce fund-raising risk. At present, the company correctly calculates and supervises fund-raising, principal and interest repayment, dividend payment and other related businesses in accordance with the national unified accounting standards, properly keeps financing contracts or agreements, collection vouchers, warehousing vouchers and other materials, and regularly checks the accounts with the fund provider to ensure that the financing activities meet the requirements of the financing plan.
7. Procurement management:
In accordance with relevant laws and the basic norms of enterprise internal control and in combination with the actual situation, the company has formulated the management systems of supplier management measures, procurement management measures and regulations on the management of sub contracts, which have made clear provisions on the approval of material requisition, supplier selection, bidding and inquiry comparison process, material acceptance and warehousing, collection, return processing, purchase report control, payment control and other links; The procurement and payment system established by the company ensures the high quality and low price of the company’s procurement, reduces the occurrence of supplier fraud and other improper acts, and ensures the correctness, integrity and security of the company’s accounts payable records while ensuring the orderly procurement of materials. For over budget and extra budgetary procurement projects, the budget adjustment procedure shall be performed first, and the purchase requisition procedures shall be handled after being approved by the department or personnel with corresponding approval authority. In order to standardize the procurement management, the company has established an online operating system of the supply chain system to solidify the procurement related processes and improve the procurement efficiency.
8. Production management:
In order to improve the production management system and realize standardized management, the company has formulated a series of production management systems, Including management measures for construction organization design, management measures for special construction scheme, management measures for project pre acceptance, management measures for project closure, management measures for project meeting, management measures for subcontracting project data, management measures for artistic efficiency, quality control and on-site service of ecological landscape project, management measures for production personnel mobilization, management regulations for safety production, etc, The formulation of production management system ensures that the company can carry out production activities according to the established production plan, ensure that the production process is carried out in a safe and efficient manner, and the company’s construction projects comply with relevant quality control standards. In terms of project management informatization, the company uses the project management system, which can reflect the progress, output value, collection and settlement of the project in real time.
This year, regulations on safety and environmental protection responsibility system, regulations on safety education and training management, regulations on the investigation and treatment of hidden dangers in safety production, management measures for “three Simultaneities” of construction projects and other systems were formulated.
9. Sales management:
The management regulations and process control for sales and collection established by the company ensure that the company can effectively explore the market, help the company’s sales department effectively organize sales activities such as marketing, market research, credit investigation and contract signing, and ensure the correctness, integrity and security of accounts receivable records while improving sales efficiency. In order to minimize the possible impact of potential debt default on the company, the company has improved the review of customers’ credit qualification and strengthened the application of financial guarantee mode. The company will regularly check and analyze the weak links in the sales process and take effective control measures to ensure the achievement of sales objectives.
10. Asset management:
In accordance with relevant laws and regulations and the basic norms of internal control, the company has established administrative assets management regulations, accounting archives management measures, seal management regulations, office building safety emergency plan and archives management regulations, which clarify the post responsibilities of physical assets management, control the key links such as acceptance and warehousing, receiving, issuance, storage and disposal of physical assets, and adopt the division of responsibilities Regular physical inventory, property records, account verification, property insurance and other measures. The company will regularly and comprehensively sort out the asset management process, timely find the weak links in asset management, take effective measures to improve it, pay attention to the signs of asset impairment, reasonably confirm the loss of asset impairment, and continuously improve the asset management level of the enterprise.
For intangible assets, the company regularly combs the ownership relationship of various intangible assets acquired by outsourcing, self-development and other means, strengthens the protection of intangible assets rights and interests, and prevents infringement and legal risks. If the intangible assets are confidential, the company shall take strict confidentiality measures to prevent the disclosure of business secrets. Brand management regulations were formulated this year. 11. Investment management:
In order to strictly control the investment risk, the company has formulated the foreign investment management system, established a more scientific foreign investment decision-making procedure, and made clear provisions on investment decision-making, investment income, foreign investment disposal, records, etc. At present, the company will reasonably arrange the capital investment structure, scientifically determine the investment project, formulate the investment plan and focus on the income and risk of the investment project according to the investment objectives and plans.
12. Related party transaction management:
In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the stock trading rules and the articles of association, the company determines the respective approval authorities of the board of directors and the general meeting of shareholders, standardizes the company’s connected transactions and their disclosure, and ensures that the company’s connected transactions comply with the principles of openness, fairness and impartiality.
13. Guarantee management:
The company can strictly control the guarantee behavior. According to the guarantee law of the people’s Republic of China and other relevant laws and regulations and the basic norms of enterprise internal control, the company has established the external guarantee system, which clearly stipulates the guarantee amount and approval authority, the conclusion of guarantee contract, risk management and the disclosure of guarantee information, so as to prevent potential risks and reduce possible losses. The company’s guarantee handling department will regularly monitor the operation and financial status of the guaranteed, track and supervise the guaranteed, understand the implementation of the guarantee project, the use of funds, the return of loans, financial operation and risks, and ensure the effective performance of the guarantee contract.
14. Information and communication:
In order to strengthen the management of the company’s information disclosure, further standardize the company’s information disclosure and safeguard the legitimate rights and interests of the company, investors and other stakeholders, in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of information disclosure of listed companies, the stock listing rules of Shenzhen Stock Exchange and other laws and regulations, as well as the relevant provisions of the articles of association, In combination with the actual situation of the company, the company has formulated the information disclosure management system, the internal reporting system of major information, the insider registration management system, the public opinion management measures and the emergency plan for the public opinion management measures.
For the transmission of internal information, the company has established an information system management system, which defines the authority of hardware, software and account management, network and Internet access control, data security control, virus prevention management control, etc., gives full play to the role of information system in enterprise management and accelerates the informatization process of the company.
15. Legal affairs management:
In order to standardize the management of legal affairs of the company, the company has established litigation management measures and other systems. The risk control department of the company is responsible for reviewing contracts and other legal documents and giving independent audit opinions. Participate in major businesses such as investment, M & A, asset restructuring and disposal, guarantee and provide legal support. Cooperate with project marketing development and other businesses, draft and revise agreements and supplementary agreements, participate in negotiations, and participate in countersignature and approval. Organize the preparation and implementation of contract standard texts involved in the company’s business. Be responsible for handling major lawsuits, disputes and other emergencies involving the company, and participate in handling general lawsuits and disputes. Approve and determine the company’s external legal advisers or lawyers, and guide and check the business of legal advisers and lawyers. Organize legal and risk control training. Organize the implementation of the company’s trademark, patent and other intellectual property protection.
16. Financial report:
According to the people’s Republic of China
