Verification opinions of Guodu Securities Co., Ltd. on the self-evaluation report of internal control in Inner Mongolia Dazhong Mining Co.Ltd(001203) 2021
Guodu Securities Co., Ltd. (hereinafter referred to as "Guodu securities" or "sponsor") is the sponsor of Inner Mongolia Dazhong Mining Co.Ltd(001203) (hereinafter referred to as " Inner Mongolia Dazhong Mining Co.Ltd(001203) " or "company") to publicly issue convertible corporate bonds in accordance with the law on the administration of securities issuance and listing sponsor business, the stock listing rules of Shenzhen Stock Exchange The self evaluation report on internal control in Inner Mongolia Dazhong Mining Co.Ltd(001203) 2021 has been reviewed and verified in accordance with the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange and other relevant provisions. The details are as follows:
1、 Guodu securities's verification of Inner Mongolia Dazhong Mining Co.Ltd(001203) internal control
Guodu securities, the sponsor, consulted the materials of the third meeting of the company, various management systems and other internal control related documents; Consult relevant information disclosure documents; Through communication with the company's directors, supervisors, senior managers and relevant personnel of the accounting firm, the internal control self-evaluation report issued by the company's board of directors was verified from the aspects of internal control environment, establishment and implementation of internal control system, supervision of internal control and so on.
2、 Internal control evaluation 1
(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 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.
Details of the company's businesses and matters included in the evaluation scope are as follows:
1. Internal environment
(1) Governance structure
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 formed a scientific division of responsibilities and check and balance mechanism.
1) The company has formulated the rules of procedure of the general meeting of shareholders, which clearly stipulates the nature, functions and powers of the general meeting of shareholders and the working procedures such as convening and notification, proposal, voting and resolution of the general meeting of shareholders. The formulation and effectiveness of the rules are based on Inner Mongolia Dazhong Mining Co.Ltd(001203) self evaluation report on internal control in Inner Mongolia Dazhong Mining Co.Ltd(001203) 2021.
Implementation ensures that the general meeting of shareholders exercises the decision-making power on major matters according to law, which is conducive to protecting the legitimate rights and interests of shareholders. The general meeting of shareholders of the company operates in strict accordance with the company law, the articles of association, the rules of procedure of the general meeting of shareholders and relevant laws and regulations. Shareholders attend the meeting in accordance with legal requirements and put forward proposals and suggestions related to the terms of reference of the general meeting of shareholders. The general meeting of shareholders revised the articles of association, the work reports of the board of directors and the board of supervisors of each year during the reporting period Make resolutions on annual financial final accounts and budgets, appointment of audit institutions, profit distribution, general election of directors and supervisors, etc.
2) The board of directors of the company consists of 5 directors, including 2 independent directors. There are four special committees including strategy committee, audit committee, salary and assessment committee and Nomination Committee. The board of directors of the company operates in accordance with the company law, the articles of association, the rules of procedure of the board of directors and relevant laws and regulations. The directors attend the meeting in accordance with legal requirements and put forward proposals and suggestions related to the scope of responsibilities of the board of directors. The board of directors makes resolutions on the selection and employment of senior managers, the work report of the general manager, related party transactions and other matters of the company. The securities center is responsible for the daily work of the board of directors.
3) The board of supervisors of the company is composed of three supervisors, one of whom is the employee representative. The company has formulated the rules of procedure of the board of supervisors, which clearly stipulates the responsibilities of supervisors, the functions and powers of the board of supervisors, the convening and notification of the board of supervisors, resolutions, etc. The formulation and effective implementation of the rules will help give full play to the supervisory role of the board of supervisors and protect the interests of shareholders, the company and the legitimate interests of employees from infringement.
4) The company has formulated the general manager's working rules, which stipulates the responsibilities of the general manager, the general manager's office meeting and production scheduling meeting, the general manager's reporting system, supervision system and other contents. The formulation and effective implementation of these systems ensure the effective implementation of various decisions of the board of directors, and improve the operation and management level and risk prevention ability of the company. (2) Internal organizational structure
The internal institutions set up by the company include: development planning center, human resources training center, operation management center, control center, financial management center, material procurement center, sales center, securities legal center, party masses administration center, audit department, quality measurement department, safety and environmental protection department, production technology department, etc. By reasonably dividing the responsibilities of each department and post, and implementing the principle of separation of incompatible positions, a mechanism of clear division of labor, mutual cooperation and mutual checks and balances is formed between each department, which ensures the orderly and healthy operation of the company's production and operation activities and the realization of control objectives.
(3) Establishment of internal audit institutions
The audit committee under the board of directors of the company is responsible for the communication, supervision and verification of internal and external audits of the company in accordance with the rules of procedure of the audit committee and other provisions. The audit committee consists of three directors and two independent directors, one of whom is an accounting professional and serves as the convener of the Committee. The audit committee has an audit department, a manager of the internal audit department and 10 auditors, who have the professional ability to carry out audit work independently. The internal audit department shall supervise and inspect the effectiveness of internal control in combination with internal audit supervision. The internal audit department shall report the internal control defects found in the supervision and inspection in accordance with the internal audit procedures of the enterprise; Have the right to report directly to the board of directors, its audit committee and the board of supervisors on the major defects of internal control found in the supervision and inspection.
(4) Human resources policy
The company has formulated human resources policies conducive to the sustainable development of the enterprise, including: employment, training, dismissal and resignation of employees; Salary, assessment, promotion, reward and punishment of employees;
At the same time, the company attaches great importance to the quality of employees and takes professional ethics and professional competence as important standards for selecting and employing employees. At present, the company has 3149 employees, including 2099 production personnel, 20 sales personnel, 209 technical personnel, 31 financial personnel and 791 administrative personnel; Among them, there are 16 masters, 272 undergraduates, 402 junior college students and 2459 senior high school students and below. The company also carries out various forms of follow-up training and education for different posts according to the needs of actual work, so that employees can be competent for their jobs.
(5) Corporate culture
Adhering to the mining concept of resource conservation and recycling, the company has built a national green mine to improve mining and beneficiation efficiency and reduce costs with continuous technological improvement; Enrich the company's product line under the guidance of comprehensive utilization of mines; Take the construction of automation and informatization as the starting point to improve the level of production control; Implement the measures of "safety first, prevention first and comprehensive treatment", strengthen environmental protection, strictly carry out safe production, ensure product quality, and strive to make the company a leading excellent enterprise in the industry.
2. Risk assessment
The company has formulated control objectives and established a risk assessment mechanism to identify and respond to internal and external risks related to the realization of control objectives and determine the corresponding risk tolerance.
3. Control activities
(1) Incompatible job separation control
The company has comprehensively and systematically analyzed and sorted out the incompatible positions involved in the business process, implemented corresponding separation measures, and formed a working mechanism of performing their respective duties, assuming their respective responsibilities and restricting each other. Incompatible positions mainly include: authorization and approval and business execution, business execution and audit supervision, property custody and accounting records, business handling and business audit, etc.
(2) Authorization approval control
The company has divided the authorization approval control into routine authorization and special authorization, and defined the scope of authority, approval procedures and corresponding responsibilities for each post to handle business and matters. For routine authorization, authority guidelines are prepared; For special authorization, clearly regulate its scope, authority, procedures and responsibilities, and strictly control special authorization.
(3) Accounting system control
The company has confirmed, measured and prepared financial statements in strict accordance with the accounting law and accounting standards for business enterprises, and clarified the processing procedures of accounting vouchers, accounting books and financial reports to ensure the authenticity and integrity of accounting materials. The basic work of accounting is perfect, the setting of accounting institutions is complete, the accounting practitioners are allocated in accordance with the requirements of the state on accounting qualification, and the institutions and personnel meet the relevant independence requirements.
(4) Property protection control
The company has established a daily property management system and a regular inventory system, and taken measures such as property records, physical storage, regular inventory, account verification, restricted access and disposal to ensure property safety.
(5) Budget control
The company has implemented a comprehensive budget management system, defined the responsibilities and authorities of each responsible unit in budget management, standardized the procedures for budget preparation, approval, issuance and implementation, and strengthened budget constraints.
(6) Operation analysis control
The company has established an operation analysis system. The management timely and comprehensively uses the information of production, purchase and sale, investment, financing and finance, and regularly carries out operation analysis through factor analysis, comparative analysis, trend analysis and other methods to find out the existing problems, find out the causes and improve them in time.
(7) Performance appraisal control
The company has established and implemented a performance evaluation system, set up an evaluation index system, and conduct regular and objective evaluation on the performance of all responsible units and all employees within the enterprise. The evaluation results will be used as the basis for determining employees' salary and job promotion, evaluation, demotion, job transfer, dismissal, etc.
4. Information and communication
The company has established an information and communication system to clarify the collection, processing and transmission procedures of information related to internal control, ensure timely communication of information and promote the effective operation of internal control.
(1) Information collection channels are unblocked. The company can obtain internal information through financial and accounting materials, operation and management materials, research reports, special information, internal publications, office network and other channels; External information can also be obtained through industry associations, social intermediaries, business units, market research, letters and visits, online media and relevant regulatory authorities.
(2) Timely information transmission procedures. The company can timely communicate and feed back information related to internal control among internal management levels, responsible units and business links, as well as between the enterprise and external investors, creditors, customers, suppliers, intermediaries and regulatory authorities. Problems found in the process of information communication can be reported and solved in time. Important information can be transmitted to the board of directors, the board of supervisors and the management in time.
(3) Information system operation security. The company has established control systems for information system development and maintenance, access and change, data input and output, document storage and custody, network security and other aspects to ensure the safe and stable operation of the information system.
5. Internal oversight
The company has established an internal control and supervision system, defined the responsibilities and authorities of internal audit institutions and other internal institutions in internal supervision, and standardized the procedures, methods and requirements of internal supervision, as well as the scope and frequency of daily supervision and special supervision. For internal control defects found in the process of supervision, timely analyze the nature and causes of defects, put forward rectification plans, and timely report to the board of directors, the board of supervisors or the management in an appropriate form. （2） Implementation of key control activities
1. Capital operation and management
(1) Monetary Fund Management
The company has formulated financial management system and fund management system to standardize the use plan, revenue and expenditure and custody of monetary funds. It specifically stipulates that each department and office of the company is the executive department of the capital plan, the financial management center is the management department of the capital plan, and the operation center is the supervision department of the capital plan, which clearly standardizes the responsibilities and authorities of the executive department and the management department. Before the 28th day of each month, each company and department shall submit the fund plan of the next month to the financial management center, which shall preliminarily review and summarize the fund plan submitted by each company and department, and be responsible for organizing and holding the company's fund plan meeting. Before the 5th day of each month, it shall submit it to the general manager to organize and hold the fund plan meeting to form the fund revenue and expenditure plan of this month, and distribute the approved fund plan to each company Department and office execution. The supervision department is responsible for the implementation and assessment of the completion of the capital plan of each company and department.
The company has formulated a monetary fund management method of target control and hierarchical implementation. In the process of implementation, the rights and responsibilities are clear and strictly managed. In general, it has achieved the effect of living within its income and balancing revenue and expenditure, and there are no major defects affecting the safety of monetary funds.
(2) Financing management
In order to standardize the management and use of raised funds and maximize the protection of investors' rights and interests, the company has formulated the fund raising management system in accordance with relevant laws and regulations and in combination with the actual situation of the company. The system clearly stipulates the storage, approval, use, investment project change, project implementation management, use management and supervision of raised funds. The company will implement a strict examination and approval system for the raised funds in accordance with the requirements of the raised funds management system and in combination with the needs of the company's production and operation, so as to facilitate the supervision of the use of the raised funds, so as to ensure that the raised funds are used exclusively.
The company has established an internal audit department, a board of directors and a board of supervisors, improved the corporate governance supervision mechanism, and hired external consulting institutions to provide supervision and guidance on the standardized use of funds by the company. In general, the company has good control over the use and management of the raised funds, and realizes the safe and effective use of the raised funds through internal and external supervision. The funds raised by the company do not deviate seriously from the original plan.
2. Procurement and payment management
The company has formulated the "procurement management system", "material supply management system" and "freight management system", which regulate the selection of qualified suppliers, the planned distribution, price review, order placement and procurement of various materials during procurement, as well as the daily management of acceptance, warehousing, ex warehouse and warehousing, as well as the management of corresponding distribution and payment, So as to ensure that the company can purchase cost-effective materials, strengthen material and cost management, improve the material supply management level of the company, further standardize the material circulation, storage and control procedures, make material reserves, ensure material supply, maintain the safety and integrity of the company's assets, and accelerate capital turnover.
The material supply center is responsible for the specific procurement of the company. The applicant of the demand plan shall submit the demand plan on a monthly basis according to the actual production situation. The relevant technical departments are responsible for providing the relevant technical requirements and quality assurance conditions of materials. For the procurement of important and special materials, the general manager can directly participate in sending special personnel or designated departments to assist in handling, The company has no major defects in the control of procurement and payment.
3. Sales and collection management
The company has formulated the measures for the management of sales contracts, the quality objection application procedure and the export management system of sales centers to standardize the signing, approval, implementation and supervision of sales contracts, prevent risks in the process of contract signing and implementation, ensure the legitimacy, fairness, impartiality and standardization of contract signing and implementation, and ensure compliance with the civil code. The company has formulated relatively feasible sales policies, which have made clear the pricing principles, credit standards and conditions, collection methods, responsibilities and authorities of institutions and personnel involved in sales business and other relevant contents
