Guosen Securities Co.Ltd(002736)
About Gui Zhou Tyre Co.Ltd(000589)
Verification opinions of internal control evaluation report in 2021
Guosen Securities Co.Ltd(002736) (hereinafter referred to as "sponsor") as a sponsor of Gui Zhou Tyre Co.Ltd(000589) (hereinafter referred to as " Gui Zhou Tyre Co.Ltd(000589) " or "company") non-public offering of shares in 2020, in accordance with the administrative measures for securities issuance and listing sponsor business The internal control evaluation report of Gui Zhou Tyre Co.Ltd(000589) 2021 has been carefully verified in accordance with the provisions of relevant laws, regulations and normative documents such as self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 13 - recommendation business, self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board, as follows:
1、 Verification work carried out by the recommendation institution
By consulting the meeting materials of the company's general meeting of shareholders, the board of directors and the board of supervisors, as well as various business and management rules and regulations and other internal control related documents, and communicating with the company's directors, supervisors, senior managers and accounting firms, the recommendation institution Check the integrity, rationality and effectiveness of the company's internal control in terms of the implementation of internal control procedures.
2、 Gui Zhou Tyre Co.Ltd(000589) internal control evaluation
(I) overall situation of internal control evaluation
The enterprise management department of the company is responsible for the construction of internal control system and the implementation of the basic norms of enterprise internal control in the company, and organizes the inspection and evaluation of internal control.
(II) scope of internal control evaluation
1. The scope of the company's internal control evaluation covers various businesses and matters of the company, focusing on the following risk areas:
Market competition and business ability risk, capital safety risk, governance and control risk, safety and environmental protection risk, human resources risk, engineering project management risk, enterprise relocation risk, etc.
2. Units included in the scope of evaluation:
The units included in the scope of evaluation include the company and its subsidiaries within the scope of consolidation. The total assets of the units included in the scope of evaluation 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.
3. The operations and matters included in the scope of evaluation include:
Organizational structure, development strategy, human resources, social responsibility, corporate culture, capital activities, procurement business, asset management, sales business, research and development, engineering projects, guarantee business, business outsourcing, financial reporting, comprehensive budget, contract management, internal information transmission and information system.
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.
(III) procedures and methods of internal control evaluation
The internal control evaluation shall be carried out in strict accordance with the procedures specified in the basic norms, evaluation guidelines and the company's internal control evaluation measures. During the evaluation process, we adopted appropriate methods such as individual interviews, survey questions, special discussion, walk through test, field inspection, sampling and comparative analysis to widely collect evidence on the effectiveness of the company's internal control design and operation, truthfully fill in the evaluation working paper, and analyze and identify internal control defects.
(IV) internal control defects and their identification
1. Identification standard of internal control defects in financial reporting
(1) Qualitative criteria
Defects with the following characteristics shall be identified as major defects:
The combination of one or more control defects may cause the enterprise to seriously deviate from the control objectives and affect the risk at the company level.
Defects with the following characteristics shall be identified as important defects:
Defects that pose risks to the business unit or framework process level.
Defects with lower risk than important defects are regarded as general defects.
(2) Quantitative standard
From the quantitative standard, the company is an enterprise with stable profit growth, and the pre tax profit is taken as the quantitative index. If the amount of misstatement in the financial report caused by this defect alone or together with other defects is less than 3% of the pre tax profit, it is deemed to be unimportant; If more than 3%, less than 5% is considered important; If it exceeds 5%, it is deemed as significant.
If any of the following defects is found, it shall be recognized as an important defect in the internal control of financial reporting: A. there is an important misstatement in the current financial report according to the above recognition, and the control activities fail to identify the misstatement. b. Although it does not reach or exceed the importance level, but from the nature, it should still attract the attention of the board of directors and management.
Other internal control defects in financial reporting other than major defects and important defects shall be recognized as general defects.
2. Identification standard of internal control defects in non-financial reporting
(1) Qualitative criteria
Defects with the following characteristics shall be identified as major defects:
a. Lack of democratic decision-making procedures, such as decision-making on major issues, appointment and dismissal of personnel at important posts, investment decision-making on major projects and decision-making procedures for the use of large amounts of funds (three important and one large);
b. Unscientific decision-making procedures, such as major decision-making mistakes, causing major property losses to the company;
c. Serious violation of national laws and regulations;
d. Massive loss of key management personnel or important talents;
e. Frequent negative news in the media;
f. Major defects in internal control evaluation have not been rectified;
g. The lack of system control or systematic failure of important business has caused significant losses to the company identified according to the following quantitative standards.
If the defects found comply with any of the following, they shall be recognized as non-material defects of internal control over financial reporting:
a. The company has important property losses identified according to the above quantitative standards due to management errors, and the control activities fail to prevent such errors;
b. Although the property loss does not reach or exceed the importance level, from the nature, it should still attract the attention of the board of directors and management.
(2) Quantitative standard
If the amount of the company's pre tax profit, together with the defect, is not less than 1% of the company's pre tax profit; If more than 1%, less than 3% is recognized as important property loss; If it exceeds 3%, it is recognized as major property loss.
Other internal control defects in non-financial reporting other than major defects and important defects shall be recognized as general defects.
According to the above identification standards, combined with daily supervision and special supervision, we found no major defects and important defects during the reporting period.
(V) rectification of internal control defects
For the general defects of internal control found during the reporting period, the company has formulated rectification plans and plans, and timely followed up and supervised the implementation of rectification.
3、 Description of other major matters related to internal control
The company has no explanation of other major matters related to internal control.
4、 Conclusion of the board of directors on the effectiveness of internal control
The company has conducted self-evaluation on the effectiveness of the company's internal control design and operation as of December 31, 2021 in accordance with the requirements of basic specifications, evaluation guidelines and other relevant laws and regulations.
During the reporting period, the company has established and effectively implemented internal control over the businesses and matters included in the evaluation scope, and achieved the goal of the company's internal control without major defects.
There is no significant change in internal control that has a substantial impact on the evaluation conclusion between the benchmark date of the internal control evaluation report and the date of issuance of the internal control evaluation report.
5、 Verification opinions of the recommendation institution on the self-evaluation report of the company's internal control
After verification, the recommendation institution believes that: Gui Zhou Tyre Co.Ltd(000589) the existing internal control system and implementation meet the requirements of relevant Chinese laws, regulations and normative documents, meet the needs of the current actual production and operation situation of the company, and can effectively prevent and control the internal operation risks of the company The internal control evaluation report of Gui Zhou Tyre Co.Ltd(000589) 2021 issued by Gui Zhou Tyre Co.Ltd(000589) truly and objectively reflects the construction and operation of its internal control system.
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(there is no text on this page, which is the signature and seal page of Guosen Securities Co.Ltd(002736) verification opinions on Gui Zhou Tyre Co.Ltd(000589) 2021 annual internal control evaluation report)
Sponsor representative:
Li Dongfang, Liu Ying
Guosen Securities Co.Ltd(002736) MM DD YY
