Northeast Securities Co.Ltd(000686)
About Fujian Snowman Co.Ltd(002639)
Verification opinions of self-evaluation report of internal control in 2021
Northeast Securities Co.Ltd(000686) (hereinafter referred to as " Northeast Securities Co.Ltd(000686) " or "recommendation institution") as the recommendation institution of Fujian Snowman Co.Ltd(002639) (hereinafter referred to as " Fujian Snowman Co.Ltd(002639) " or "company") for non-public offering of shares in 2021, according to the requirements of relevant laws, regulations and normative documents such as the administrative measures for recommendation business of securities issuance and listing, the stock listing rules of Shenzhen Stock Exchange, Carefully check the self-evaluation report on internal control in Fujian Snowman Co.Ltd(002639) 2021 issued by the board of directors of the company, and give the following verification opinions:
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'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
(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 its 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: including various elements related to company level control in the detailed rules for the implementation of enterprise internal control, including corporate governance, organizational structure, corporate culture, human resources and social responsibility; Business level control involves sales and collection management, procurement and payment management, asset management, financial management, related party transaction management, external guarantee management, external investment management, internal control management of the use of raised funds, subsidiary management, information disclosure, internal control, etc. The high-risk areas of focus mainly include: related party transaction management, external guarantee management, internal control management of the use of raised funds, subsidiary management and information disclosure.
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,
(II) the main businesses and matters included in the scope of evaluation include:
1. Corporate governance
In accordance with the requirements of the company law, the securities law and other laws and regulations, the company has established a standardized corporate governance structure and rules of procedure, 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 company establishes a legal person operation, management and supervision system for the general meeting of shareholders, the board of directors, the board of supervisors and the management. The general meeting of shareholders, the board of directors, the board of supervisors and the company's management perform their respective duties, coordinate, restrict and standardize the operation, and safeguard the interests of investors and the company. The company has formulated rules and regulations based on 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 and the working rules of the general manager, 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 highest authority of the company. The board of directors is responsible to the general meeting of shareholders, deliberates and makes decisions on major decision-making issues in the company's business activities, and submits them to the general meeting of shareholders for deliberation when necessary. The board of supervisors operates independently and is responsible for supervising the company's operation, finance and the performance of senior executives. The convening, procedures, contents and resolutions of the "three meetings" are legal and effective. The documents of the "three meetings" are complete and archived, and the voting matters involving related directors, related shareholders or other stakeholders have avoided voting. The operation and financial decisions of important investment matters comply with the procedures of the articles of association and relevant rules of procedure. The resolutions of the "three sessions" and their actual implementation are in line with the provisions.
In order to strengthen the decision-making function of the company's board of directors, improve the investment decision-making procedures, ensure the effective supervision of the board of directors over the management and improve the corporate governance structure, the board of directors has established four committees: strategy, nomination, audit, remuneration and assessment according to their functions. The special committees under the board of directors play an active role.
2. Organizational structure
According to the needs of business development, internal control and its own characteristics, the company has established an organization suitable for its business, established a sales division and production division corresponding to the company's main business, and set up a general manager's office, securities office, internal audit department, operation management department, human resources department, public service department, financial management department, price management department, procurement management department, information management department, technology management department Quality management department, environmental safety management department, equipment power department, infrastructure office and other functional departments and holding subsidiaries. During the reporting period, all departments carried out work in accordance with the provisions of department responsibilities, cooperated with each other, supervised and restrained each other, so that the enterprise's business strategic policy was effectively implemented. Each holding subsidiary has set up corresponding production, operation, management, administration and other management departments and posts to implement specific production and operation business in strict accordance with the operation and management objectives.
3. Corporate culture
The company pays attention to the construction of corporate culture. The company adheres to the core culture of "discovering human nature, being responsible, striving for perfection and helping close people" and the enterprise core value of "adult style, achieving everything". The company actively carries out various cultural and sports activities and advocates the team cooperation spirit of joint effort, enterprising, honesty and dedication. Continuously strengthen the construction of corporate culture through daily management, internal regular meetings, internal publications, cultural and sports activities, information platform and other ways, cultivate employees' positive values and sense of social responsibility, and jointly create a working atmosphere of love and dedication, honesty and trustworthiness, courage to innovate, sincere unity, harmony and common development. The company's directors, supervisors, managers and other senior managers have played a leading role in the construction of the company's culture. All employees of the company can abide by the company's systems and earnestly perform their post responsibilities.
4. Human resources management
The company has set up a human resources department. According to national laws and regulations, the company implements the full staff labor contract system, strictly abides by the new labor law, and formulates systematic human resources management regulations, such as human resources management regulations, employee salary management regulations, attendance management regulations, performance appraisal system, internal lecturer management measures, employee training management system and other relevant management regulations and systems, Pay attention to employee training and career planning, and actively carry out all kinds of training, providing a good development platform for employees.
5. Social responsibility
The company actively fulfills its social responsibilities, always adheres to the research on green supply chain, continues to explore green product design and mechanism research, strives to make the whole process of product production process and life cycle green, and let the green concept run through the whole factory bus; Strive to coordinate the ecological environment, self-development and social development, and realize the healthy and harmonious development of the company and employees, the company and society, and the company and the environment.
6. Control activities
Daily operation and management: Based on the basic system of the company, a series of regulations covering the production and operation processes such as product sales, production management, procurement of fixed assets and materials, related party transactions, external guarantee and financing, investment and so on have been formulated to ensure that all work has rules to follow and orderly management, forming a standardized management system.
(1) Internal control of sales and collection
The company has formulated a series of systems and processes related to sales and collection. The company has made strict regulations on all links of sales and collection from the aspects of market development, sales price policy formulation, customer credit management, order processing of different sales modes, revenue recognition, invoicing, recovery and supervision of accounts receivable, accrual of bad debt reserves and so on, so as to control the sales risk to the greatest extent.
(2) Internal control of purchase and payment
According to the needs of procurement and payment business and supplier management, the company has reasonably set up corresponding institutions and posts, and defined the procedures for purchase, approval, procurement, acceptance and payment of goods. Employees in relevant positions of the company's material management department clearly understand their respective responsibilities, authorities and business approval procedures. The material management department shall formulate the payment plan and fill in the payment application every month according to the purchase plan and the requisition of the workshop and the terms of the contract with the supplier. It shall be approved level by level according to the nuclear authority. The company has no major loopholes in the control of purchase and payment.
(3) Internal control of asset management
In order to strengthen the management of fixed assets and prevent the loss of assets, the company has formulated the management measures for fixed assets and the management measures for internal control of asset impairment, defined the management responsibilities and division of labor, improved and improved the control procedures for purchase and payment, and established the post responsibility system for physical asset management. Regular physical inventory, property records, account verification and other measures to ensure the safety and integrity of the company's assets, give full play to the maximum effectiveness of assets, effectively prevent the risk of asset loss, and ensure that the company's financial statements truly and accurately reflect the company's financial situation and operating results.
(4) Internal control of financial management
In accordance with the accounting law of the people's Republic of China, the accounting standards for business enterprises and the articles of association, the company has carried out systematic system construction for the company's financial management, planned and established a relatively perfect financial management and internal accounting control system. In order to maximize the interests of shareholders and ensure the safety of assets, the company has formulated the general provisions of financial management system, measures for the management of capital plans, measures for the management of letters of credit, measures for the management of accounts, measures for the management of cash, measures for the management of Bank settlement, measures for the management of financial seals, accounting norms and accounting measures, and measures for the management of petty cash, etc. to control financial risks through a strict internal control system, Reasonably raise funds, effectively operate assets, control costs, standardize income distribution, change the company form and other financial behaviors, so as to realize the optimal combination of the company's assets and maximize the benefits. As of December 31, 2021, the company has no factors affecting the safety of monetary funds.
(5) Internal control of related party transactions
The company attaches great importance to the internal control management of related party transactions and has formulated the related party transaction system, which clearly stipulates the related parties, related relationships, pricing principles of related party transactions, approval authority of related party transactions, avoidance and decision-making procedures of related party transactions, and information disclosure of related party transactions, so as to ensure that the related party transaction contracts concluded between the company and related parties comply with the principles of fairness, openness, impartiality and fairness, The company's confirmation of related parties and related transactions, decision-making procedures and information disclosure of related transactions shall be carried out in strict accordance with the provisions of relevant laws, regulations and rules. During the reporting period, the related party transactions of the company performed the review and disclosure procedures in accordance with the provisions.
(6) Internal control of external guarantee
In order to standardize the company's guarantee behavior, the company has formulated and improved the external guarantee system. The system clearly stipulates the implementation conditions, acceptance procedures, examination and approval of external guarantee, the conclusion of guarantee contract, the management of guarantee risk, the information disclosure of guarantee, the responsibilities of relevant responsible persons and other matters. During the reporting period, the company did not have any illegal external guarantee.
(7) Internal control of foreign investment
In order to standardize the company's investment management behavior, give full play to the capital operation function and prevent investment risks, the company has formulated the foreign investment management system and set up a strategic investment department. The strategic investment department makes a preliminary assessment of the investment projects and puts forward investment suggestions, which shall be submitted to the general manager's office or the strategy committee of the board of directors for preliminary review. It shall be submitted to the board of directors for review in accordance with the provisions of the articles of association, and the board of directors shall perform the approval procedures according to relevant authorities, Those exceeding the authority of the board of directors shall be submitted to the general meeting of shareholders for deliberation.
(8) Internal control and management of the use of raised funds
In order to further standardize the management of the company's raised funds, improve the use efficiency of the raised funds and protect the interests of investors, the company, in accordance with the company law, the securities law and the stock listing rules of Shenzhen Stock Exchange The use of raised funds shall be managed in accordance with the relevant provisions of the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board and the provisions of the company's management system for raised funds. In 2021, all the funds raised by the company will be deposited in the special account decided by the board of directors for centralized management, and the management system of special storage and special fund will be implemented; The use of raised funds shall strictly follow the application and approval procedures and be handled according to the approval authority and process of the company; The Audit Department of the company shall inspect the storage and use of the raised funds every quarter and report the inspection results to the audit committee in time. The board of directors issued a special report on the deposit and use of the annual raised funds, and hired Dahua Certified Public Accountants (special general partnership) to conduct a special audit on the deposit and use of the raised funds and issue an assurance report.
(9) Management control over wholly-owned and holding subsidiaries
In order to clarify the property rights and interests and operation and management responsibilities of the company and the controlling and participating companies, establish an effective control mechanism, improve the overall asset operation quality and anti risk ability of the company, and protect the legitimate rights and interests of investors to the greatest extent, the company has formulated the subsidiary management system. The company regularly obtains the financial reports and management analysis reports of subsidiaries, and entrusts accounting firms to audit the financial reports of subsidiaries in accordance with relevant regulations. The investment, guarantee and other acts of subsidiaries shall be reported to the company for approval and approval, and can be implemented only after performing the corresponding approval procedures in accordance with the provisions of the relevant systems of subsidiaries.
(10) Internal control of information disclosure
In order to ensure the authenticity, accuracy, integrity, timeliness and fairness of information disclosure, the company has formulated the information disclosure management system and other relevant systems in strict accordance with the relevant laws and regulations of the CSRC and the stock exchange, standardized the external information disclosure process, and strengthened the prior plan, in-process control and post analysis to ensure the authenticity, accuracy and integrity of information disclosure. During the reporting period, the company performed the obligation of information disclosure in strict accordance with the regulations, and there was no violation of disclosure of insider information before public disclosure.
(11) Internal control supervision
The company has set up the audit committee of the board of directors and the internal audit department. The audit committee and the audit department supervise and inspect the effectiveness of internal control in accordance with laws and regulations, the company's internal audit management system and other relevant rules and regulations, maintain the company's business order and financial system, establish and improve the internal control system, effectively implement and improve the operation status, and supervise the operation Financial information and the economic activities reflected by it and the performance of duties by senior managers shall be subject to internal audit supervision. Analyze and evaluate the operation efficiency and effect of the company, and put forward reasonable suggestions to
