Securities code: Gansu Jingyuan Coal Industry And Electricity Power Co.Ltd(000552) securities abbreviation: Gansu Jingyuan Coal Industry And Electricity Power Co.Ltd(000552) Announcement No.: 202214
Bond Code: 127027 bond abbreviation: Jingyuan convertible bond
Gansu Jingyuan Coal Industry And Electricity Power Co.Ltd(000552)
Internal control evaluation report in 2021
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete, and are jointly and severally liable for false records, misleading statements or major omissions in the announcement.
On February 28, 2022, the company held the fifth meeting of the 10th board of directors and the fourth meeting of the 10th board of supervisors, deliberated and adopted the proposal on the evaluation report of internal control in 2021. According to the basic norms of enterprise internal control jointly issued by five ministries and commissions and its supporting guidance regulations and other internal control supervision requirements, Taking December 31, 2021 as the base date, the company has prepared the internal control evaluation report of 2021. The details are announced as follows:
1、 Board statement
The board of directors and all directors 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 liabilities for the authenticity, accuracy and completeness of the contents of the report.
It is the responsibility of the board of directors to establish, improve and effectively implement internal control; 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 internal control.
The objective of the company's internal control is to reasonably ensure the legal compliance of operation, asset safety, authenticity and integrity of financial reports and relevant information, improve operation efficiency and effect, and promote the sustainable development of the company. Due to the inherent limitations of internal control, it may change with the changes of the company's internal and external environment and business conditions, so it can only provide assurance to achieve the above objectives. The company has a supervision and inspection mechanism. Once internal control defects are identified in a certain period, the company will take necessary revision and rectification measures to ensure the effective realization of internal control objectives.
2、 Overall situation of internal control evaluation of the company
Since 2021, the company has continuously supervised and effectively evaluated the operation of the company's internal control on the basis of risk management and in combination with the actual needs of the company's operation and management in accordance with the basic norms of enterprise internal control, the guidelines for the application of enterprise internal control, the guidelines for the evaluation of enterprise internal control and the provisions and requirements of the company's internal control norms, Continuously improve and optimize various important business processes, timely improve and perfect the internal control system, promote the adaptation of the internal control system to the changes of the external environment and the needs of internal management, and improve the possibility of realizing the overall objectives of the company.
In terms of internal control design, in 2021, the company hired Tianjian Guanghua consulting company to conduct due diligence on the organizational structure, internal control process and system at the company level, optimize the design of the company's internal control from the top, improve and improve the corporate governance structure under the leadership of the Party committee, and clarify the governance levels at all levels (Party committee, board of directors and board of supervisors) The responsibilities and authorities of the management and functional departments shall promote the company's headquarters to continuously and effectively supervise and inspect the subsidiaries and business units, so as to make them more in line with the provisions and requirements of the internal control norms of listed companies. In terms of internal control operation, the company's internal control activities are closely organized and implemented around how to achieve the overall objective of internal control, fully consider various internal and external risk factors faced by the company, and adhere to the internal restriction and incentive function under the existing rule of law, safe production and operation environment and market conditions, Effectively mobilize all levels and all employees to implement internal control procedures, improve the execution of internal control and enhance the realization of the company's strategic objectives and business objectives.
In terms of internal control supervision, first, the company hired a third-party intermediary to audit the internal control of the company. In 2021, the company hired ShineWing certified public accountants to audit the internal control of the company, its subsidiaries and secondary units, and issued an internal control audit report; Second, the internal audit force was organized and the self-evaluation activity of internal control in 2021 was implemented. Through the distribution of internal control questionnaires and internal control questionnaires, the adequacy and operation effectiveness of internal control elements such as internal environment, risk assessment, control activities, information and communication and internal supervision of each business unit (including subsidiaries) of the company are preliminarily tested, and on this basis, the main businesses such as human, financial, material, financing, supply, production and marketing are analyzed, Substantive tests were conducted according to the internal control activity steps of business cycle to evaluate the soundness and effectiveness of internal control. The supervision and evaluation of the design and operation of the above internal control elements can meet the needs of the company's risk management and production and operation activities, and provide a reasonable guarantee for the realization of the overall objective of the company's internal control.
3、 Basis of internal control evaluation
The purpose of this evaluation report is to combine the company's internal control system and evaluation management measures in accordance with the relevant provisions and requirements of the basic norms of enterprise internal control (hereinafter referred to as the "basic norms") and the guidelines for the evaluation of enterprise internal control (hereinafter referred to as the "evaluation guidelines") jointly issued by the Ministry of Finance and other five ministries and commissions of the people's Republic of China, Based on the daily and regular supervision of internal control and various special supervision of the company, we evaluated the adequacy of the design and operation effectiveness of the company's internal control elements as of December 31, 2021.
4、 Scope of internal control evaluation
The scope of the company's internal control evaluation covers various businesses and matters of the company and its 4 production mines, 8 business units, 26 production, operation and management functional departments, 7 wholly-owned subsidiaries and 3 holding subsidiaries, including organizational structure, development strategy, human resources, social responsibility, corporate culture, capital activities (including fund-raising and investment activities) Procurement business, sales business, asset management, engineering projects, research and development, guarantee business, business outsourcing, financial reporting, comprehensive budget, contract management, internal information transmission, information system and other 18 business matters, basically covering the company's coal resource development, power production, machinery manufacturing There are no major omissions in the main business units and important activities supplemented by clean energy investment and production such as coal chemical industry. In the internal control investigation and self-evaluation, we focused on important business cycles and high-risk areas such as capital activities (including fund-raising and investment activities, monetary funds), procurement and payment, wages and salaries, fixed assets, production and inventory, sales and collection, safety production, financial management, construction in progress and so on.
5、 Procedures and methods of internal control evaluation
The internal control evaluation of the company strictly follows the procedures specified in relevant national basic norms and evaluation guidelines. In consideration of the characteristics of the coal industry and in combination with other supervision and evaluation results such as special supervision and inspection, special audit and regular supervision in previous years and years, carefully analyze and evaluate the high-risk areas, major events and key links of internal control of important business processes of the company's main business units, combined with the actual situation of year-end final accounts audit, The work plan for internal control evaluation in 2021 has been formulated. Its internal control evaluation procedures include: establishing evaluation working group, preparing evaluation work plan, implementing on-site test, identifying control defects, summarizing evaluation results, preparing evaluation report, continuous improvement and supervision.
During the implementation of the evaluation, the evaluation team comprehensively uses the methods and means of internal control business process circulation questionnaire, questionnaire, individual interview, special discussion, accounting voucher sampling, on-site sampling and spot inspection, account comparison, statement comparison and analysis, fully collects the effective evidence of the design and operation of the company's internal control elements, and truthfully prepares the evaluation working paper, analyzes Identify internal control deficiencies. Conduct qualitative and quantitative evaluation on the design and operation of internal control elements, confirm the evaluation results according to the defect identification standards, issue the evaluation conclusion after summarizing the evaluation results, comprehensively analyze the overall situation of internal control, prepare the evaluation report and submit it to the board of directors of the company for deliberation.
6、 Defects and identification of internal control
The board of directors of the company studied and determined the specific identification standards of internal control defects applicable to the company according to the identification requirements of major defects, important defects and general defects in relevant national basic norms and evaluation guidelines, combined with the existing scale, industry characteristics, risk tolerance level and other factors of the company, and maintained the consistency with that in 2020.
According to the company's nature, operation scale, operation and management characteristics, major decision-making matters and important business risks, internal control defects are divided into major defects, important defects and general defects according to their impact degree.
Internal control defects can be divided into internal control defects of financial report and internal control defects of non-financial report according to the influence degree and specific manifestation of internal control objectives of financial report and other objectives. The identification standards of control defects include qualitative and quantitative standards.
(I) identification criteria for defects in internal control over financial reporting
1. The quantitative criteria for the evaluation of internal control defects in financial reporting determined by the company are as follows:
Project / importance general defect important defect major defect
Potential misstatement of total profits ≤ misstatement of total profits in consolidated accounting statements ＞ 1% of total profits in consolidated accounting statements ＜ misstatement ≤ 2% of total profits in consolidated accounting statements
2% of total profit
Potential misstatement of total assets ≤ misstatement of total assets in consolidated accounting statements 0.15% of total assets in consolidated accounting statements misstatement ≤ total assets in consolidated accounting statements
0.15% 0.3% 0.3% of total assets
Potential misstatement of operating income ≤ misstatement of total operating income in consolidated accounting statements 0.15% of total operating income in consolidated accounting statements misstatement ≤ 0.15% of total operating income in consolidated accounting statements 0.3% of total operating income in consolidated accounting statements 0.3%
Potential misstatement of owner's equity ≤ misstatement of total equity in consolidated accounting statements 0.15% of total equity in consolidated accounting statements misstatement ≤ total equity in consolidated accounting statements
0.15% 0.5% of total equity
The relationship between the above reference indicators is or. As long as the potential misstatement of one indicator reaches the identification standard of major defect, the defect shall be identified as major defect.
2. The qualitative criteria for the evaluation of internal control defects in financial reporting determined by the company are as follows:
Major defects: major misstatement in the financial report cannot be prevented, discovered and corrected in time due to individual defects or other defects. In case of the following circumstances, it shall be deemed as a major defect:
A. The company's management has any degree of fraud;
B. Invalid control environment;
C. Major internal control defects found and reported to the management have not been corrected after a reasonable time; D. Defects that the total amount of connected transactions exceeds the transaction limit approved by the shareholders' meeting;
E. The major misstatement found in the audit was not first discovered by the company;
F. Other defects that affect the correct judgment of report users.
Important defect: the misstatement in the financial report that cannot be prevented, found and corrected in time due to individual defects or other defects, although it does not reach or exceed the importance level, which should still attract the attention of the management.
General defects: other internal control defects that do not constitute major defects or important defects.
(II) identification standard of internal control defects in non-financial reports
1. The quantitative criteria for the evaluation of internal control defects in non-financial reporting determined by the company are as follows:
The direct property loss amount of defect identification and registration has a significant negative impact
It was punished by the government departments below the provincial level (including the provincial level) for general defects of less than 1 million yuan (including 1 million yuan), but it did not have a negative impact on the disclosure of the company's periodic reports
Important defects ranging from 1 million yuan to 3 million yuan were punished by national government departments, but did not have a negative impact on the disclosure of the company's periodic reports
Major defects of more than 3 million yuan have been officially disclosed to the public and have a negative impact on the disclosure of the company's periodic reports
The relationship between the above reference indicators is or. As long as the potential misstatement of one indicator reaches the identification standard of major defect, the defect shall be identified as major defect.
2. The qualitative criteria for the evaluation of internal control defects in non-financial reporting determined by the company are as follows:
Major defects:
A. Serious violation of laws and regulations;
B. In addition to the reasons for policy losses, the enterprise has suffered losses for consecutive years and its sustainable operation has been challenged;
C. Lack of institutional control or systematic failure of important business;
D. Major decision-making procedures are unscientific;
E. Enterprise managers leave one after another or the loss of key positions is serious;
F. Frequently exposed negative news by the media;
G. Internal control evaluation results, especially major or important defects, have not been rectified.
7、 Comprehensive evaluation of internal control norms of the company
The company's internal control design follows the principles of comprehensiveness, importance, checks and balances, adaptability and cost-effectiveness. After continuous supplement, revision and improvement in recent years, the company's existing internal control system is sound, reasonable and sufficient, and operates well in the company, plays a role in effectively preventing and managing risks, and ensures the realization of various internal control objectives of the company, It promotes the healthy and stable operation of the company
