Caissa Tosun Development Co.Ltd(000796)
Internal control evaluation report in 2021
Caissa Tosun Development Co.Ltd(000796) all shareholders:
In accordance with the provisions of the basic norms of enterprise internal control and its supporting guidelines and other internal control supervision requirements, the company continues to promote the construction of internal control system, continuously improve the corporate governance structure and ensure the continuous improvement of the company’s operation and management level. The effectiveness of the company’s internal control on December 31, 2021 (benchmark date of internal control evaluation report) is evaluated.
1、 Important statement
It is the responsibility of the board of directors to establish, improve and effectively implement internal control, evaluate its effectiveness, and truthfully disclose the internal control evaluation report. 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
1. On the benchmark date of the internal control evaluation report, does the company have any major defects in the internal control of financial reporting √ yes □ no
2. Evaluation conclusion of internal control over financial reporting
□ valid √ invalid
According to the identification of major defects in the company’s internal control over financial reporting, on the benchmark date of the internal control evaluation report, due to major defects in the internal control over financial reporting, the board of Directors believes that the company has failed to maintain 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. 3. Whether major defects in internal control over non-financial reporting are found
□ yes √ no
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.
4. Effectiveness of internal control factors from the benchmark date of internal control evaluation report to the issuance date of internal control report
□ applicable √ not applicable
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.
5. Whether the internal control audit opinion is consistent with the company’s evaluation conclusion on the effectiveness of internal control over financial reporting
√ yes □ no
6. Whether the disclosure of major defects in internal control of non-financial reports in the internal control audit report is consistent with the disclosure of the company’s internal control evaluation report
√ yes □ no
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: Caesar Tongsheng Travel Agency (Group) Co., Ltd., Beijing Caesar International Travel Agency Co., Ltd. and its branches and subsidiaries, Shanghai Caesar Sega International Travel Agency Co., Ltd., Beijing Caesar destination International Travel Agency Co., Ltd., Beijing Caesar Huichen Network Technology Co., Ltd. and its subsidiaries, Beijing Orson Market Research Co., Ltd Caesar Home Industrial Development Co., Ltd., Tianjin Shouhang Holiday Travel Agency Co., Ltd., Caesar sports international tourism service Holding Co., Ltd. and its subsidiaries, Hainan Caesar Sega International Travel Agency Co., Ltd. and its subsidiaries, Hainan aikewei International Travel Agency Co., Ltd., Heilongjiang Caesar Sega International Travel Agency Co., Ltd., Hainan Yibu Technology Co., Ltd., Caesar Yishi Holding Co., Ltd Yishizongheng catering management (Beijing) Co., Ltd., Beijing Xinhua airport aviation food Co., Ltd. and its subsidiaries, Hainan Caesar Sega Beverage Co., Ltd. and its subsidiaries, Beijing Yishiyuan Catering Management Co., Ltd., Sega yuntu Management Consulting Co., Ltd. and its subsidiaries, Sanya Caesar Tongsheng Development Holding Co., Ltd. and its subsidiaries, Sanya Tongsheng Changfa Investment Co., Ltd The total assets of Hainan Tongsheng Sega duty free Group Co., Ltd. and its subsidiaries included in the evaluation scope account for 100% of the total assets in the company’s consolidated financial statements, and the total operating income accounts for 100% of the total operating income in the company’s consolidated financial statements.
The main operations and matters included in the scope of evaluation include:
1. Corporate governance
During the reporting period, the company established a more scientific, reasonable and effective internal control system based on the daily supervision and special supervision of internal control in accordance with the basic norms of enterprise internal control and other relevant regulations, which can better ensure the authenticity, accuracy and integrity of the company’s accounting data; Be able to ensure the safety of the company’s property and correct management defects; Ensure timely and fair disclosure of information and ensure the authenticity, accuracy and integrity of information disclosure; It can effectively protect the interests of the company and shareholders.
In accordance with relevant national laws and regulations and the articles of association, the company has established a standardized corporate governance structure and rules of procedure, defined the responsibilities and authorities in decision-making, implementation and supervision, and established a general meeting of shareholders, the board of directors and the board of supervisors to exercise decision-making, implementation and supervision rights respectively. The three institutions have a clear division of labor, perform their duties, fulfill their responsibilities and check and balance each other. The general meeting of shareholders shall enjoy the legal rights stipulated in laws and regulations and the articles of association, and the shareholders shall exercise the voting rights on major matters such as business policies, financing, investment, profit distribution and so on. The board of directors is the company’s permanent decision-making body, which is elected by the general meeting of shareholders. It is responsible for the general meeting of shareholders and exercises the business decision-making power of the enterprise according to law. The board of directors of the company has four special committees: Strategy Committee, audit committee, nomination committee and salary and assessment committee. The board of supervisors shall be responsible to the general meeting of shareholders and supervise the directors, managers and other senior managers of the enterprise to perform their duties according to law.
According to the operation characteristics of each company, each holding subsidiary of the company has formulated a relatively perfect decision-making, implementation and feedback evaluation system under the first-class corporate governance structure, which can effectively carry out various operation and management activities of the enterprise.
2. Organizational structure of the company
The company has established a scientific internal organization system according to the strategic objectives: ① the company has a general meeting of shareholders, a board of directors and a board of supervisors, four special committees under the board of directors, and the Secretary of the board of directors is responsible to the board of directors; ② The management of the company strictly implemented the resolutions of the general meeting of shareholders and the board of directors, followed the basic principles of science, standardization and transparency, formulated the control procedures between all levels and departments according to the actual situation of the company and the principles of clear rights and responsibilities, reasonable structure and equal rights and responsibilities, clarified the responsibilities and authorities, established a perfect check and balance and supervision mechanism, blocked management loopholes, and laid the foundation for the long-term and steady development of the company. ③ According to the business module, eight functional departments are set up, including the office of the board of directors, the planning and finance department, the human resources administration department, the project investment department, the brand public relations department, the capital department, the legal compliance department and the enterprise management department. Each department has clear responsibilities, forming a working mechanism of clear division of labor, taking their own responsibilities, mutual cooperation, mutual restraint and mutual supervision.
Each post has a post description. All employees understand and master their post functions and work objectives according to the post description and authority guidance, and correctly perform their duties. ④ According to the current situation of the company, the subsidiary shall be vertically managed, and the subsidiary shall maintain a unified management structure and management personnel with the parent company. The management of the subsidiary shall also refer to the relevant systems of the parent company; Standardize the operation of subsidiaries from the aspects of senior management appointment, financial management, operation and investment decision-making management, major information notification, internal audit supervision, human resource management and performance appraisal system.
3. Internal control system of the company
In order to ensure the normal and standardized development of operation business, the company has established a relatively sound and effective internal control system in combination with its own business development and operation management experience. Corporate Governance: in accordance with the provisions of the company law, the securities law and other relevant laws and regulations, the company has formulated 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 implementation rules of the special committee of the board of directors, the working rules of the CEO and the president, the management measures for information disclosure, the management measures for the use and deposit of raised funds Measures for the administration of connected transactions, measures for the administration of information notification of major events, management system for the registration of insiders, management system for entrusted financial management, management system for foreign exchange hedging business, management system for preventing the occupation of funds by controlling shareholders and other related parties, detailed rules for the administration of investor relations and other major rules and regulations, so as to ensure the standardized operation of the company and promote the healthy development of the company.
4. Human resources policy
The company implements unified management on the introduction, development, training, promotion, treatment, attendance, social insurance and labor management of human resources. All work is completed in accordance with the labor contract law of the people’s Republic of China and other relevant laws and regulations, as well as the relevant social insurance, labor contracts, employment, training, assessment and other rules and regulations formulated by the company, The company takes professional ethics and professional competence as important standards for selecting and employing employees, and has gradually established a scientific and perfect human resource management system. All posts in the company have prepared job descriptions to clarify the post responsibilities, scope of rights and responsibilities and qualifications. All departments of the company shall report the application for employee allocation according to the business needs and natural attrition, and the human resources department shall uniformly prepare the annual human resources demand plan. The company continuously improves the quality of employees by means of strengthening employee training and continuing education, so as to ensure that the management and all employees can effectively perform their duties. In order to ensure the long-term interests of the company, the company has formulated a human resources plan and made a comprehensive plan for the promotion, education, welfare and incentive of employees, so as to “make the best use of people’s talents and talents”, give full play to everyone’s greatest talents and constantly inject new vitality into the company.
5. Internal control of information disclosure
The company manages information disclosure in strict accordance with the articles of association, information disclosure management measures and other rules and regulations to ensure the authenticity, accuracy, integrity, timeliness and fairness of information disclosure, and there are no false records, misleading statements or major omissions. The board of supervisors is responsible for supervising the implementation of information disclosure. The chairman is the first person responsible for the company’s information disclosure. The Secretary of the board of directors is the person directly responsible for the company’s information disclosure, is responsible for coordinating and organizing the company’s information disclosure, and is responsible to the company and the board of directors. The office of the board of directors is the daily functional department of information disclosure management and the only organization for external information disclosure. At the same time, in terms of investor relations, the company has established the detailed rules for the management of investor relations. In addition to publishing the company’s information through legal information disclosure channels, investors can also understand the company’s information through telephone, e-mail, visiting the company’s website, directly visiting the company, participating in the network roadshow and meeting organized by the company, so as to ensure that investors can understand the company’s business dynamics in time, Strengthen the understanding and trust of the company through interaction; While improving communication, it has played a supervisory role in the management of the company.
The company has established the management measures for information notification of major events, standardized the content of major information, defined the reporting process and responsible person, and required that the information be kept confidential and reported in real time in the major information report. The company continues to use information-based means to improve the effectiveness of management decision-making and operation. The company communicates and transmits information through e-mail, instant messaging system, meetings, weekly work reports and other means, so that the information transmission among all management levels, business units, departments, employees and management is faster, smoother, and the communication is more convenient and effective.
In order to avoid the leakage of major information, the company has established the registration and management system of inside information and insiders. Register the insiders in all links of report, transmission, preparation, review and disclosure of major information before disclosure, and prohibit disclosing relevant contents to the outside world in any way before public disclosure. Those who violate the information disclosure requirements shall be criticized and warned to the relevant responsible persons. If the circumstances are serious, they shall be given administrative and economic sanctions, and their legal responsibilities shall be investigated according to the circumstances.
6. Internal control of related party transactions
In strict accordance with relevant laws, administrative regulations, departmental rules, the Listing Rules of Shenzhen Stock Exchange and other relevant provisions, the company has formulated the measures for the administration of connected transactions to clarify the scope of connected legal persons and connected natural persons, as well as the principles followed by connected transactions. Divide the approval authority of the company’s general meeting of shareholders and the board of directors on related party transactions and the prior approval of independent directors, and stipulate the deliberation procedures and voting avoidance requirements for related party transactions. When the company and its holding subsidiaries have transaction activities, the relevant responsible persons carefully check the list of related parties to judge whether it constitutes related party transactions. If it constitutes a connected transaction, it will perform the obligations of examination and approval and reporting within their respective authorities. When the company reviews related party transactions, the Secretary of the board of directors shall timely submit relevant materials to independent directors for prior approval. When the company convenes the board of directors to consider related party transactions or the general meeting of shareholders, the convener of the meeting reminds the related directors and related shareholders to avoid voting before voting. The company’s related party transaction management meets the requirements of relevant regulatory authorities in the implementation process.
7. Internal control of external guarantee
The company clearly stipulates the basic principles of external guarantee, the review procedures of external guarantee objects, the approval and management procedures of external guarantee, information disclosure and relevant accountability mechanisms, etc. During the reporting period, the company fulfilled the corresponding approval procedures for external guarantee, and there was no violation of the provisions.
As of April 26, 2021, Caissa Tosun Development Co.Ltd(000796) guarantees to its subsidiaries are as follows: the total balance of external credit guarantee and BSP business guarantee of the company and its holding subsidiaries is 1.079 billion yuan, accounting for 799.26% of the latest audited net assets of the listed company.
8. Internal control of foreign investment
In order to standardize the company’s major investment behavior and prevent investment risks, the company has clarified the basic principles of investment, investment approval authority and review procedures. During the reporting period, the company was able to implement the foreign investment management system well, including the implementation of some foreign investment matters, insufficient investigation and Research on investment targets and lack of careful judgment on the changes of market environment, which may lead to the possible damage of funds.
9. Budget management
The company has strengthened the establishment of comprehensive budget management system, formulated comprehensive budget management system and budget approval management measures, defined the specific requirements of budget preparation, approval, implementation, assessment and other links, ensured that the budget preparation basis is reasonable and the method is appropriate, and achieved various annual budget objectives through the implementation of budget control.
10. Fund management
Strictly follow the monetary management system of the company
