Hongta Securities Co.Ltd(601236)
About Guocheng Mining Co.Ltd(000688)
Verification opinions on self-evaluation report of internal control in 2021
Hongta Securities Co.Ltd(601236) (hereinafter referred to as " Hongta Securities Co.Ltd(601236) " or "sponsor") as a sponsor of Guocheng Mining Co.Ltd(000688) (hereinafter referred to as " Guocheng Mining Co.Ltd(000688) " or "company") to publicly issue convertible corporate bonds in 2020, In accordance with the requirements of relevant laws and regulations such as the measures for the administration of securities issuance and listing recommendation business, the guidelines for self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 13 - recommendation business, the stock listing rules of Shenzhen Stock Exchange (revised in 2022), the guidelines for self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board, The self evaluation report on internal control in Guocheng Mining Co.Ltd(000688) 2021 (hereinafter referred to as the internal control evaluation report) issued by the board of directors of the company has been carefully verified. The verification results are as follows: I. Basic information of Guocheng Mining Co.Ltd(000688) internal control evaluation
During the reporting period, the company further improved and optimized the company's internal control system in accordance with the basic norms of enterprise internal control, the guidelines for the application of enterprise internal control and the guidelines for the self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board, so as to adapt to the changing external environment and internal management requirements.
Under the leadership of the board of directors, the internal audit department and other audit committee, the audit department shall exercise its functions and powers independently and shall not be subject to the supervision of the board of directors or other individuals. The audit and supervision department carried out normal work during the year, inspected and supervised the establishment and implementation of the company's internal control system in accordance with national laws and regulations and relevant provisions of the company, and ensured the effective implementation of relevant internal control systems. (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. In view of the impact of key indicators such as total assets, operating income and net profit on the financial report, the company determines that the units included in the evaluation scope of internal control include the company and its subsidiaries within the scope of merger (excluding Chifeng Yubang Mining Co., Ltd. (hereinafter referred to as "Yubang mining").
The company acquired Yubang mining in 2021 and incorporated it into the consolidated scope of annual financial statements in 2021. In accordance with the supervision on the implementation of enterprise internal control standard system by listed companies issued by China Securities Regulatory Commission
According to the relevant exemption provisions of the answers to questions (No. 1, 2011, No. 1), if the company has merger and acquisition transactions in the reporting year, it can be exempted from the evaluation of the effectiveness of internal control over financial reporting of the merged enterprise in this year. In case of the above circumstances, the company shall explain the evaluation scope, and the evaluation scope shall not include the merged enterprise. " Guocheng Mining Co.Ltd(000688) when evaluating the effectiveness of internal control over financial reporting on December 31, 2021, Yubang mining's internal control over financial reporting was not included in the evaluation scope. Accordingly, Yubang mining is not included in the verification scope in this verification report.
The scope of internal control evaluation covers the relevant businesses and matters of the company and its subordinate units. The businesses and matters included in the scope of evaluation include: internal environment (including governance structure and organizational structure, internal supervision, human resources and corporate culture), risk assessment, control of holding subsidiaries, social responsibility (including safe production, promotion of employment and protection of employees' rights and interests) Control activities (including incompatible job separation control, authorization approval control, plan management and performance appraisal, accounting system control, operation management control (including fund management, procurement management, asset management, sales and collection activities, contract management, major investment activities, internal control of related party transactions, internal control of external guarantee and information disclosure)) Information and communication. The internal control of the above businesses and matters covers the main aspects of the company's operation and management, and there is no major omission.
The board of directors of the company authorizes the audit and supervision department to be responsible for the specific organization and implementation of the internal control evaluation, evaluate the high-risk fields and units included in the evaluation scope, and the company employs Tianjian Certified Public Accountants (special general partnership) to verify the effectiveness of the company's internal control. The scope of the company's internal control self-assessment in 2021 mainly includes:
1. Internal environment
(1) Governance structure and organizational structure
According to the company law of the people's Republic of China, the securities law of the people's Republic of China and other laws and regulations, the company has established a relatively perfect corporate governance structure, formulated standardized rules of procedure, defined the responsibilities and authorities in decision-making, implementation and supervision, and formed an effective division of responsibilities and check and balance mechanism.
The general meeting of shareholders enjoys the legal rights stipulated in laws and regulations and the articles of association. The company convenes and convenes the general meeting of shareholders in strict accordance with the requirements of the articles of association, strictly abides by the relevant provisions on voting matters and voting procedures, and protects the legitimate rights and interests of listed companies and shareholders.
The board of directors is responsible to the general meeting of shareholders and exercises the power of operation and decision-making of the enterprise. The board of directors has established strategic development, nomination, remuneration, audit and risk control committees to improve the professionalism of the decision-making of the board of directors. The board of supervisors is responsible to the general meeting of shareholders and supervises the directors, general managers, other senior managers, general managers of holding subsidiaries and other key personnel to perform their duties according to law.
The management is responsible for organizing and implementing the resolutions of the general meeting of shareholders and the board of directors, and presiding over the production, operation and management of the enterprise.
In combination with its own business characteristics and internal control requirements, the company has set up internal institutions and defined responsibilities and authorities. It has formed a complete and efficient management system including mining investment, production and operation, personnel, finance and administrative management, which has laid a solid foundation for the standardized operation and sustainable and healthy development of the company.
The internal control evaluation of the governance structure in 2021 mainly evaluated the control activities of the board of directors, special committees, the board of supervisors, the management and other work processes. Focus on whether the qualifications and abilities of the board of directors, special committees, the board of supervisors, management and other personnel meet the governance needs; Whether the division of personnel's working conditions, responsibilities and authorities is reasonable; Whether the rules of procedure and working procedures are standardized; Whether the procedures generated by the management are legal and compliant.
The internal control evaluation of organizational structure in 2021 mainly evaluates the setting and evaluation of organizational structure, post responsibility analysis and adjustment and other control activities. Focus on the efficiency and effect evaluation, optimization and adjustment of organizational structure design and operation; The rationality of the company's post setting and the evaluation and adjustment of post responsibilities.
(2) Internal supervision
The internal supervision of the company is mainly implemented through the board of supervisors and the audit committee under the board of directors. The board of supervisors is responsible for supervising the performance of directors and senior managers and the operation of the company according to law, and is responsible to shareholders. The audit committee under the board of directors is the professional committee under the board of directors. The audit and supervision department under the company is the daily working department of the audit committee under the board of directors, which is mainly responsible for the communication, supervision and verification of the internal and external audit of the company, supervise and inspect the establishment and implementation of internal control of the company, complete the self-assessment of internal control and report to the board of directors.
Audit and supervision shall independently carry out the internal supervision and inspection of the company, regularly or irregularly audit and inspect all units within the company through daily supervision, special supervision and process supervision, and timely report to the management and the audit committee of the board of directors. The company continues to establish and improve the management system and business process related to internal supervision, and continuously improve the control measures for each process link to ensure the effective implementation of audit supervision.
In 2021, the company's internal audit carried out work from many aspects, such as audit management, risk control, evaluation of the efficiency and effect of internal control design and implementation. Strengthen the audit and supervision of all business lines and links of the company; Broaden the depth and breadth of audit, improve risk oriented audit, and do a good job in risk prevention; Comprehensively evaluate and check the effectiveness of internal control design and operation. The implementation of various works in 2021 has played an important role in protecting the safety and integrity of the company's assets, ensuring the legal compliance of the company's business activities, preventing fraud, controlling risks and improving the efficiency of operation and management.
The internal control evaluation in 2021 mainly evaluated the establishment of internal supervision mechanism and the key control activities of the internal control effectiveness evaluation process. Focus on whether the internal supervision mechanism is clear; Whether the effective evaluation mechanism of internal control is established and improved.
(3) Human resources
The company implements human resources policies and systems conducive to the sustainable development of the enterprise. Combined with the needs of strategic development, according to relevant laws and regulations and the business characteristics of the company, the company has established a relatively perfect human resources management and control system, which has been continuously improved and improved with the development of the company. The company has formulated various systems to standardize and require the planning, recruitment, performance appraisal, salary, welfare guarantee, employee training, labor discipline management, labor contract, etc. of human resources. The company implements key performance assessment indicators, formulates relevant assessment plans and carries out assessment accordingly. The assessment results are used as the basis for bonus distribution, talent selection and training, team optimization and salary and welfare adjustment. Effectively mobilize the enthusiasm of all employees and ensure the realization of the company's business plan and strategic objectives. The company attaches great importance to the important role of human resources in enterprise development, strives to establish a long-term mechanism for employee training, reserves high-end talents and professional and technical talents, and improves human resources management policies by establishing a perfect incentive and restraint mechanism to promote the integration and development of enterprise teams.
In 2021, the internal control evaluation mainly evaluated the key control activities of human resources system, human resources planning, employee recruitment, employee training, cadre evaluation, attendance management, salary management, performance evaluation management, employee resignation management and other processes. Focus on the establishment and improvement of human resources system; Rationality of human resource planning; Effectiveness of staff training; Rationality of employee performance appraisal and scientificity of appraisal indicators; Establish and improve the employee exit mechanism.
(4) Corporate culture
Corporate culture is the core of corporate strategy. The company pays attention to the construction of corporate culture and cultivates employees' positive and optimistic life values; Pay attention to employees' living environment, physical and mental health, improve employees' teamwork spirit, and enhance employees' sense of belonging and cohesion by organizing all staff activities. In the appointment and selection of talents, adhering to the standard of "talent only, integrity and ability", we strive to build the team into a professional, dynamic and creative harmonious team.
The internal control evaluation in 2021 mainly evaluated the control activities such as corporate culture publicity and corporate culture evaluation. Focus on the publicity and implementation mechanism of corporate culture; The rationality and scientificity of corporate culture evaluation procedure.
2. Risk assessment
Identify the internal and external risk factors related to the realization of the control objectives in five aspects: strategy, market, operation, finance and law, analyze the identified risks from the two dimensions of the possibility of risk occurrence and its influence degree by using the combination of qualitative and quantitative methods, determine the risk factors that should be focused on and controlled first, and avoid risks through rational use of risk Risk response strategies such as risk reduction, risk sharing and risk tolerance have improved and optimized relevant control systems, processes and mechanisms to achieve effective risk control.
The internal control evaluation in 2021 mainly evaluated the company's risk information collection and identification, risk analysis and evaluation, risk response strategy formulation and implementation, daily risk management and reporting, supervision and continuous improvement and other control activities. Focus on the analysis and evaluation of risk matters; Formulation and implementation of risk response strategies.
3. Control of holding subsidiaries
In order to ensure the realization of the company's overall business objectives and reduce business risks, Guocheng Mining Co.Ltd(000688) as a holding platform, in addition to controlling its subsidiaries through equity control relationship, it also carries out all-round control over its holding subsidiaries in terms of operation management, personnel management and financial management, including:
(1) The annual budget management shall be implemented for the operation, financing, investment and expenses of each holding subsidiary. The annual operation, investment, financing and financial budgets of each subsidiary shall be approved and issued according to the market and the enterprise's own situation, and the annual budgets shall be broken down and issued for implementation.
(2) Exercise the power of examination and approval on major matters of holding subsidiaries. If a holding subsidiary needs to raise funds, provide guarantees, invest abroad, or invest in project development and major fixed assets for its business activities, it must be reviewed and approved by the general manager's office meeting after completing the investment feasibility analysis and demonstration in advance, or submitted to the board of directors for approval after being reviewed by Guocheng Mining Co.Ltd(000688) general manager's office meeting.
(3) Appoint directors and supervisors to the holding subsidiary, and nominate managers, deputy managers and financial directors to the holding subsidiary through the board of directors, who shall be appointed by the board of directors of the holding subsidiary.
(4) The holding subsidiary is required to prepare and submit accounting statements on a monthly basis, complete financial reports (including accounting statements and statement descriptions) and financial analysis reports on a quarterly basis, and report to Guocheng Mining Co.Ltd(000688) finance department on time.
(5) The holding subsidiary is required to timely report major business matters, major financial matters, resolutions of the board of directors, resolutions of the board of shareholders and other important documents to Guocheng Mining Co.Ltd(000688) and report major events to Guocheng Mining Co.Ltd(000688) board of directors or the general meeting of shareholders for deliberation in strict accordance with the authorization provisions.
The internal control evaluation in 2021 mainly evaluated the implementation of control of holding subsidiaries. Focus on the appointment and performance of the management of the holding subsidiary; Reporting of annual budget and accounting statements of holding subsidiaries; The authenticity and accuracy of the annual accounting statements of the holding subsidiaries; Whether major issues of holding subsidiaries have been deliberated by Guocheng Mining Co.Ltd(000688) board of directors or general meeting of shareholders.
4. Social responsibility
(1) Safe production
The company strengthened the safety production and environmental protection control of the holding subsidiary, and actively implemented the safety production and link protection responsibility system by signing the safety production and link protection responsibility letter and regular inspection with the holding subsidiary. Improve various forms and environmental protection management records; Establish and improve occupational health and safety management system. At the same time, actively carry out safety and environmental protection knowledge training, adhere to the three-level education of safety production and environmental protection and pre shift and post shift meetings, so that employees can understand safety production and environmental knowledge, master safety production skills, formulate detailed safety production emergency plan, organize the training and summary of the plan, and improve the management level of safety production and environmental protection of the holding subsidiary.
(2) Promoting employment and protecting employees' rights and interests
The company improved the human resource management system, added a number of system documents for the protection of employees' rights and interests, including employee recruitment, employee relationship management, employee salary and welfare management, and established a positive salary distribution system based on personal ability, post value and work performance, so as to effectively stimulate employees' work enthusiasm and professionalism. The company has set up a staff congress and trade union to continuously strengthen occupational health protection, safeguard the legitimate rights and interests of employees, fully respect the democratic rights of employees and give full play to employees
