China Galaxy Securities Co.Ltd(601881)
About Guangdong Great River Smarter Logistics Co.Ltd(002930)
Verification opinions on self-evaluation report of internal control in 2021
According to the requirements of laws, regulations and normative documents such as the measures for the administration of securities issuance and listing recommendation business, the stock listing rules of Shenzhen Stock Exchange and the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange, China Galaxy Securities Co.Ltd(601881) (hereinafter referred to as "Galaxy Securities" or "recommendation institution") acts as the recommendation institution for Guangdong Great River Smarter Logistics Co.Ltd(002930) (hereinafter referred to as " Guangdong Great River Smarter Logistics Co.Ltd(002930) " or "company") to publicly issue convertible corporate bonds, The self-evaluation report on internal control in Guangdong Great River Smarter Logistics Co.Ltd(002930) 2021 was verified. The specific verification conditions are as follows:
1、 Internal control evaluation
The sponsor representative of Galaxy Securities carefully reviewed the self-evaluation report on internal control of Guangdong Great River Smarter Logistics Co.Ltd(002930) 2021 issued by Guangdong Great River Smarter Logistics Co.Ltd(002930) from the aspects of internal control environment, internal control system construction The effectiveness of its internal control and the authenticity and objectivity of its internal control self-evaluation report were verified in terms of the implementation of internal control.
2、 Internal control evaluation
(I) 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: Guangdong Great River Smarter Logistics Co.Ltd(002930) , Dongguan Sanjiang port storage tank Co., Ltd., Taicang Yanghong Petrochemical Co., Ltd., Nantong Yanghong petrochemical storage and Transportation Co., Ltd., Dongguan Hongchuan chemical storage Co., Ltd., Dongguan Hongyuan chemical storage Co., Ltd., Hongchuan Industrial Development (Hong Kong) Co., Ltd., Fujian Gangfeng Energy Co., Ltd., Dongguan Guangdong Great River Smarter Logistics Co.Ltd(002930) Logistics Development Co., Ltd Zhongshan Jiaxin chemical storage and Logistics Co., Ltd., Zhongshan Zhongyu energy and Chemical Development Co., Ltd., Changshu Hongchuan petrochemical storage Co., Ltd., Changzhou Hongchuan petrochemical storage Co., Ltd., Taicang Guangdong Great River Smarter Logistics Co.Ltd(002930) highway port Comprehensive Service Co., Ltd., Suzhou Guangdong Great River Smarter Logistics Co.Ltd(002930) Logistics Development Co., Ltd., Guangdong Great River Smarter Logistics Co.Ltd(002930) logistics (Hong Kong) Co., Ltd., Nantong Hongzhi Chemical Logistics Co., Ltd Changshu Hongchuan wanchuang warehousing and Logistics Co., Ltd. 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 operating revenue in the company's consolidated financial statements.
The operations and matters included in the scope of evaluation include:
1. Organizational structure
In accordance with the company law of the people's Republic of China, the securities law of the people's Republic of China and relevant laws and regulations, and in combination with the actual situation of the company, the company has formulated the articles of association of Guangdong Great River Smarter Logistics Co.Ltd(002930) company (hereinafter referred to as the "articles of association"), the rules of procedure of Guangdong Great River Smarter Logistics Co.Ltd(002930) shareholders' meeting (hereinafter referred to as the "rules of procedure of shareholders' meeting") Rules of procedure of Guangdong Great River Smarter Logistics Co.Ltd(002930) board of directors (hereinafter referred to as "rules of procedure of board of directors"), rules of procedure of Guangdong Great River Smarter Logistics Co.Ltd(002930) board of supervisors, working system of Guangdong Great River Smarter Logistics Co.Ltd(002930) independent directors, working system of secretary of Guangdong Great River Smarter Logistics Co.Ltd(002930) board of directors, working rules of Guangdong Great River Smarter Logistics Co.Ltd(002930) general manager and other rules and systems have defined the responsibilities and authorities in decision-making, implementation and supervision, and formed a system with the general meeting of shareholders as the highest authority The board of directors is the decision-making body, the board of supervisors is the supervisory body, and the management and subsidiaries are the executive bodies. It is a corporate governance structure that performs their duties, performs their duties, coordinates and checks and balances with each other.
The general meeting of shareholders is the highest authority of the company. It exercises the decision-making power on major matters such as the company's business policy, financing, investment and profit distribution according to law, performs its duties in strict accordance with the provisions of the articles of association, rules of procedure of the general meeting of shareholders and other systems, and ensures the efficient and standardized operation and scientific decision-making of the general meeting of shareholders.
The board of directors is responsible to the general meeting of shareholders, deliberating and making decisions on major matters in the company's business activities, or submitting them to the general meeting of shareholders for deliberation. All directors earnestly perform their duties, exercise the power of business decision-making within the scope of their duties in strict accordance with the provisions of the articles of association, rules of procedure of the board of directors and other systems, and conduct comprehensive inspection and effect evaluation of the company's internal control on a regular basis. The board of directors of the company has five special committees: Strategy Committee, nomination committee, audit committee, remuneration and assessment committee and safety, environment, health and Innovation Committee, and has formulated corresponding working rules of the special committees, clarified the responsibilities, authorities and working procedures of each special committee, and improved the operation efficiency of the board of directors. The office of the board of directors of the company, as the affairs working organization under the board of directors, is responsible for coordinating relevant affairs and engaging in the company's information disclosure, investor relations management and other work.
The board of supervisors is responsible for the general meeting of shareholders and is the supervision organization of the company. It supervises and inspects the performance of duties and financial status of directors and senior managers according to law, so as to safeguard the legitimate rights and interests of the company and the majority of shareholders.
The management is specifically responsible for implementing the resolutions of the general meeting of shareholders and the board of directors, presiding over the daily production, operation and management of the company, and making timely adjustments according to the needs of the company's development strategy and business objectives.
The company implements flat management for its subsidiaries. On the basis of fully considering the business characteristics of each subsidiary, the company establishes and improves the internal control system. Each center of the company provides professional guidance, coordination, supervision and support to the counterpart departments of the subsidiary. The company implements unified management for the institutional setting, fund allocation and staffing of its subsidiaries to ensure the effective concentration of the company in operation and management.
2. Development strategy
The company has established a strategy committee under the board of directors, and the chairman of the committee is the chairman of the company, who is mainly responsible for:
(1) Research, plan and make suggestions on the medium and long-term development strategy of the company; (2) Study and put forward suggestions on major investment and financing schemes subject to the approval of the board of directors as stipulated in the articles of Association; (3) Study and put forward suggestions on major strategic investments, major capital operations or mergers and acquisitions that must be approved by the board of directors according to the articles of Association; (4) Study and put forward suggestions on other major issues affecting the development of the company; (5) Organize expert review meetings for the above matters; (6) Check the implementation of the above matters. Every year, the company's Strategy Committee comprehensively considers the influencing factors such as macroeconomic policies, changes in China's market demand, technological development trend, industry and competitor status, analyzes the company's own strengths and weaknesses, timely adjusts the company's medium and long-term development objectives and decomposes them into various business departments, so as to ensure the realization of the company's strategic objectives.
3. Human resources
Adhering to the management concept of "people-oriented" and focusing on "paying attention to employees", the company has formulated perfect human resource management systems, including human resource management procedures, recruitment management regulations, training management regulations, labor contract management regulations, welfare management system, employee examination management regulations, etc., so as to ensure the employment, training, assessment There are rules to follow in daily management and other links, and a management system and incentive mechanism that attaches importance to excellent talents has been formed to create favorable conditions for discovering, cultivating, attracting and retaining talents.
The company adheres to the corporate mission of "building a development platform for employees", attaches great importance to the internal talent training of the company, and trains high-quality employees who meet the requirements of the company through various on-the-job training. Optimize the use of talents within the company, combine the success of the company with personal growth, and realize the win-win situation between the company and employees. For high-level talents, focus on internal training, open competition, external recruitment of talents and active introduction.
4. Social responsibility
The company pays attention to corporate social responsibility, implements HSE (health safety environment), which is a trinity management system of health, safety and environmental protection, cares about employees' occupational safety and pays attention to the impact of enterprise production activities on social safety and environmental protection. At the same time, the company takes "building a development platform for employees, providing high-quality services to customers, creating comprehensive value for society and obtaining rich returns for shareholders" as its corporate mission, Pay attention to all relevant stakeholders in an all-round way and cultivate positive values and sense of social responsibility.
5. Corporate culture
The internal management of the company takes the all-round development of employees as the core, and makes the quality management of the whole company orderly and efficient through scientific management. At the same time, treat every customer and every small problem with the greatest sincerity and sincerity, continuously improve the company's quality management system, and constantly pursue perfection to meet the expectations of customers.
The company pays attention to organizing and cultivating the construction of corporate culture with its own characteristics in combination with the actual situation, forms six corporate cultures focusing on employees, including HSE, satisfaction, family affection, cooperation, communication and leadership, establishes the enterprise value of "integrity, win-win, efficiency and innovation", and is determined to become a leading innovative comprehensive logistics service provider of petrochemical products in the industry.
6. Safe production
The company has always attached great importance to the safety production management in the reservoir area and carried out safety production work closely around the safety management concept of "red line above everything, responsibility above everything, prevention before everything and strict management above everything".
In terms of organizational structure, the company has set up the safety, environmental health and Innovation Committee of the board of directors, established a perfect internal and external safety production inspection system, and set up South China operation center and East China operation center, which are respectively responsible for the management of operation, fire protection, health, safety and environmental protection of subsidiaries in South China and East China; At the same time, the company has also established a perfect safety management organization and management network, equipped with safety managers with comprehensive management technology and rich work experience, so as to ensure the safety of production organizationally.
In terms of safety system, the company formulates standardized and scientific safety operation procedures according to the "three standards in one". The personnel of the operation department shall carry out safe operation in strict accordance with the requirements of various operation procedures such as the management procedure of chemicals in and out of the warehouse, the management system of safety equipment and facilities, and the operating procedures for loading and unloading ships at the wharf of the operation Department, and always take safety as the premise and focus of all operations; At the same time, through the inspection of various operation records, the company ensures that the operators perform various work tasks in strict accordance with the operation process to avoid safety risks in the operation process.
In terms of safety management, the company has installed sophisticated safety monitoring system and fire protection system in each reservoir area. During the operation, real-time monitoring and measuring equipment are used to detect the process parameters, quantity and quality of goods in the process of loading, unloading, lightering and transit. Through strict inspection, the company's service requirements, environmental and occupational health and safety requirements meet the standards. At the same time, the company regularly and irregularly organizes internal fire safety drills and external joint drills to effectively improve the company's ability to deal with emergencies.
7. Fund management
In order to strengthen the company's fund control, ensure the safety of funds and improve the efficiency of fund use, according to relevant laws and regulations and in combination with the actual situation of the company, the company has formulated the basic work specification of accounting, fund management system, expense reimbursement management system and payment management system. The company is responsible for the standardization of centralized management, allocation and use of funds, including its subsidiaries, Subsidiaries are responsible for the daily management of funds and effectively prevent the risks of capital activities by establishing strict fund approval and authorization procedures.
8. Procurement business
The company has formulated the procurement management system, which defines the procedures for the formulation and approval of procurement plans, inquiry and determination of suppliers, contract conclusion and approval, procurement and acceptance, payment and approval, and implements the separation, restriction and supervision of incompatible posts to ensure that the company's inventory is maintained at a reasonable level, strictly control the procurement quantity and quality, reduce procurement costs, improve inventory turnover and reduce procurement risks.
At the same time, in order to scientifically manage suppliers and contractors and ensure that the quality of materials purchased by the company and the quality of outsourced construction projects meet the requirements of the demand department, the company has formulated the supplier management system to clarify the supplier search principle, and strengthen the supplier assessment by evaluating the supplier's quality, delivery time, safety, environmental protection and cooperation every six months, so as to further improve the procurement efficiency and reduce the procurement cost.
9. Asset management
The company belongs to the asset heavy industry. Strengthening asset management is an important part of the company's daily management. In order to improve the efficiency of asset management, make the best use of everything and prohibit the loss of assets, the company has formulated the fixed asset management system, warehouse management regulations, material requisition management system, etc., and defined the authority and responsibility of asset procurement, payment, acceptance, requisition, daily management and other links. The company's assets are managed by specialists according to categories, including the establishment of asset accounts, daily maintenance, etc., and the safety and integrity of the company's assets are ensured through account verification and account reality verification. In addition, starting from the requirements of the company's business transformation and renewal, we should pay attention to the matching of the company's business model and management, and improve the efficiency of the company's fixed assets.
10. Sales business
The division of responsibilities of the company's risk control department and the sales department has been strengthened, with the business department and the sales department as the core, and the risk control department as the audit center.
In order to continuously give full play to the advantages of the company's long-term and stable customer group, the company has formulated a series of customer management systems such as market development and customer service management procedures, customer relationship management regulations and customer satisfaction survey and evaluation management regulations to strengthen the investigation of customer needs, continuously provide high-quality services for new and old customers and promote the standardized and orderly operation of the company's business activities.
In order to standardize daily operations and provide customers with high-quality services, the company has formulated the billing operation specifications, shipping operation specifications, customer service operation specifications, chemical handling and warehousing service management procedures and other systems to ensure the implementation of the company's main business.
The company strictly controls the generation of bad and doubtful debts. According to the accounts receivable management system, the company reconciles accounts with customers every month, and the financial department regularly prepares the aging analysis table of accounts receivable, which is submitted to the business center to connect with customers for collection, so as to protect the legitimate rights and interests of the company.
11. Project
The company sets up the capital construction and procurement center as the project management department, which defines the responsibilities of relevant posts in each link of the project during the implementation process. At the same time, a series of management systems such as project initiation management system, project budget management system, project completion acceptance management system and project settlement management system have been formulated to improve the management of the project from project initiation, design, bidding, construction to completion acceptance and settlement, so as to further improve the project quality and ensure the project progress on the basis of ensuring the safety and environmental protection of the project.
12. Financial Report
by
