Shanghai Zhezhong Group Co.Ltd(002346) internal control assurance report
December 31, 2021
Internal control assurance report
Xin Hui Shi Bao Zi [2022] No. za10229 Shanghai Zhezhong Group Co.Ltd(002346) all shareholders:
We have accepted the entrustment to verify the board of directors of Shanghai Zhezhong Group Co.Ltd(002346) (hereinafter referred to as " Shanghai Zhezhong Group Co.Ltd(002346) ") on the effectiveness of internal control over Shanghai Zhezhong Group Co.Ltd(002346) financial reporting on December 31, 2021.
1、 Responsibilities of the board of directors for internal control
Shanghai Zhezhong Group Co.Ltd(002346) the responsibility of the board of directors is to establish, improve and effectively implement internal control in accordance with the relevant provisions of the basic norms of enterprise internal control, evaluate its effectiveness, and truthfully disclose the internal control evaluation report.
2、 Responsibilities of Certified Public Accountants
Our responsibility is to issue assurance conclusions on the effectiveness of internal control over financial reporting based on the implementation of assurance work.
3、 Job overview
We have carried out the assurance business in accordance with the provisions of other assurance business standards for Chinese certified public accountants No. 3101 - assurance business other than audit or review of historical financial information. The standards require us to abide by the code of professional ethics of Chinese certified public accountants, plan and implement the assurance work, so as to obtain reasonable assurance on whether Shanghai Zhezhong Group Co.Ltd(002346) has maintained effective internal control over financial reporting in all material aspects in accordance with the relevant provisions of the basic norms of enterprise internal control on December 31, 2021. In the process of performing the assurance work, we have implemented other procedures including understanding, testing and evaluating the effectiveness of internal control and other procedures that we deem necessary. We believe that our assurance work provides a reasonable basis for issuing assurance conclusions.
4、 Description of significant inherent limitations
Internal control has inherent limitations, and there is the possibility of undetected misstatement due to error or fraud. In addition, due to the change of circumstances, the internal control may become inappropriate, or the degree of compliance with control policies and procedures may be reduced. According to the internal control evaluation results, it is speculated that the effectiveness of internal control in the future has a certain risk.
5、 Assurance conclusion
We believe that Shanghai Zhezhong Group Co.Ltd(002346) has maintained effective internal control over financial reporting in all material aspects in accordance with the relevant provisions of the basic norms of internal control of enterprises on December 31, 2021.
Chinese Certified Public Accountants of Lixin certified public accountants:
(special general partnership)
Chinese certified public accountant:
Shanghai, China March 9, 2002
Shanghai Zhezhong Group Co.Ltd(002346) board of directors 2021 annual internal control self-evaluation report
Shanghai Zhezhong Group Co.Ltd(002346) board of directors
Self evaluation report on internal control in 2021
Shanghai Zhezhong Group Co.Ltd(002346) all shareholders:
According to the provisions of the basic norms of enterprise internal control and its supporting guidelines and other internal control supervision requirements (hereinafter referred to as the enterprise internal control standard system), combined with the company's (hereinafter referred to as the company's) internal control system and evaluation methods, on the basis of daily and special supervision of internal control, We evaluated the effectiveness of the company's internal control in 2021 (the benchmark date of the internal control evaluation report).
1、 Important statement
It is the responsibility of the board of directors of the company to establish, improve and effectively implement internal control, evaluate its effectiveness and truthfully disclose the internal control evaluation report in accordance with the provisions of the enterprise's internal control standard system. 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
According to the identification of major defects in the company's internal control over financial reporting, there are no major defects in the internal control over financial reporting on the benchmark date of the internal control evaluation report. The board of Directors believes that the company has maintained 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.
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.
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.
Shanghai Zhezhong Group Co.Ltd(002346) board of directors 2021 annual internal control self-evaluation report III. internal control evaluation (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 main units included in the evaluation scope are Shanghai Zhezhong Group Co.Ltd(002346) , Shanghai Zhezhong Electric Co., Ltd., Shanghai Zhezhong Investment Co., Ltd., Shanghai Tianjie Construction Engineering Co., Ltd., Shanghai wangao Data Technology Co., Ltd., Shanghai Dazhen Asset Management Center (limited partnership), Guojing (Jiaxing) Semiconductor Co., Ltd. and Shanghai ZHEJIN Network Technology Co., Ltd. The businesses and matters included in the evaluation scope include: operation, capital, personnel, finance and other aspects. The necessary supervision is performed through rigorous institutional arrangements. The evaluation scope covers the core business processes and main professional modules of the company and its subsidiaries. According to the risk assessment results of the whole year, the high-risk areas mainly include: development strategy, human resources, capital, procurement, production, warehousing, sales, investment and financing, financial management, contract management, internal and external information communication and internal supervision.
The above units, businesses and matters included in the evaluation scope and high-risk areas cover the main aspects of the company's operation and management, and there are no major omissions.
（2） Basis of internal control evaluation and identification standard of internal control defects
The company organizes and carries out internal control evaluation in accordance with the enterprise internal control standard system, the guidelines for internal control of listed companies, the company law, the securities law and other relevant laws and regulations issued by Shenzhen Stock Exchange, and in combination with the enterprise internal control evaluation system and evaluation methods.
According to the identification requirements of the enterprise internal control standard system for major defects, important defects and general defects, and in combination with the company's scale, industry characteristics, risk preference, risk tolerance and other factors, the board of directors of the company distinguished internal control over financial reports from internal control over non-financial reports, and studied and determined the specific identification standards for internal control defects applicable to the company, And consistent with previous years. The identification standards of internal control defects determined by the company are as follows:
1. Identification standard of internal control defects in financial reporting
The quantitative criteria for the evaluation of internal control defects in financial reporting determined by the company are as follows:
Major defect refers to that the overall impact level of the defect is higher than the importance level (0.5% of operating revenue) after considering compensatory control measures and actual deviation rate;
Important defect refers to that after considering compensatory control measures and actual deviation rate, the overall impact level of the defect is lower than the importance level (0.5% of operating revenue), but higher than the general level (0.1% of operating revenue);
General defect refers to that the overall impact level of the defect is lower than the general level (0.1% of operating revenue) after considering compensatory control measures and actual deviation rate.
The qualitative criteria for the evaluation of internal control defects in financial reporting determined by the company are as follows:
The signs of major defects in the financial report include: the fraud of the company's directors, supervisors and senior managers, the company's correction of the published financial report, the major misstatement in the current financial report found by the certified public accountant but not identified by the company's internal control The supervision of the audit committee and the audit department on the company's external financial report and internal control of financial report is invalid;
Shanghai Zhezhong Group Co.Ltd(002346) board of directors 2021 annual internal control self-evaluation report
Signs of significant deficiencies in financial reporting include: failure to select and apply accounting policies in accordance with generally accepted accounting standards, failure to establish anti fraud procedures and control measures, failure to establish corresponding control mechanisms or implement and no corresponding compensatory control over the accounting treatment of unconventional or special transactions There are one or more defects in the control of the financial reporting process at the end of the period, and it can not reasonably ensure that the prepared financial statements achieve the goal of authenticity and accuracy.
General defects refer to other control defects other than the above major defects and important defects.
2. Identification standard of internal control defects in non-financial reporting
The quantitative criteria for the evaluation of internal control defects in non-financial reporting determined by the company are as follows:
Defect level direct property loss
Major defects of more than 5 million yuan (including)
Major defects: 1 million yuan (including) -- 5 million yuan
General defects less than 1 million yuan
The qualitative criteria for the evaluation of internal control defects in non-financial reporting determined by the company are as follows:
Signs of major defects in non-financial reporting include: unreasonable implementation of important operating objectives or key performance indicators, serious deviation and wrong direction, which has a serious negative impact on the company's operation, violation of national laws and regulations or normative documents, unscientific major decision-making procedures, lack of system, which may lead to systematic failure Major or important defects cannot be rectified, and other situations that have a significant negative impact on the company. Other situations are identified as important defects or general defects according to the degree of influence.
（3） Identification and rectification of internal control defects
1. Identification and rectification of internal control defects in financial reporting
According to the above identification standards of internal control defects in financial reporting, the company has no major defects and important defects in internal control of financial reporting during the reporting period.
2. Identification and rectification of internal control defects in non-financial reports
According to the above identification standards of internal control defects in non-financial reports, no major defects and important defects in the company's internal control over non-financial reports were found during the reporting period.
Shanghai Zhezhong Group Co.Ltd(002346) board of directors 2021 internal control self-evaluation report IV. description of other major matters related to internal control
In April 2021, Shanghai Zhezhong Group Co.Ltd(002346) (hereinafter referred to as "listed company" or "Shanghai Zhezhong") plans to purchase some machinery and equipment with its own funds and lease them to the related party Zhongjing (Jiaxing) Semiconductor Co., Ltd. (later renamed Guojing (Jiaxing) Semiconductor Co., Ltd., hereinafter referred to as "Guojing semiconductor") for use, so as to maximize the interests of both parties. The purpose of this transaction of the listed company is to obtain stable rental income. From the date when the company actually delivers the subject matter of the lease to Guojing semiconductor and both parties sign the handover documents, the company will charge Guojing semiconductor a rental fee at the price of RMB 10 million / year for a total period of 16 years. In order to pay the original purchase contract amount of Guojing semiconductor, the listed company applied to Bank Of Ningbo Co.Ltd(002142) Shanghai Minhang sub branch for issuing a bank acceptance bill of RMB 100 million, but did not directly repay the funds to Guojing semiconductor. Guojing semiconductor pledged the bill to Bank Of Communications Co.Ltd(601328) Jiaxing branch for issuing import and export letters of credit. In July 2021, Guojing semiconductor replaced the bank acceptance bill with bank deposit as margin, released the pledge of the bill, and transferred and endorsed the bill to the listed company.
Due to the operation arrangement of the company, the related party transaction has been terminated by consensus of all parties. There is no actual equipment delivery and capital settlement, and it has been supplementary deliberated and adopted at the 16th meeting of the Fourth Board of directors of the listed company.
