Guangdong Tapai Group Co.Ltd(002233)
Internal control evaluation report in 2021
Guangdong Tapai Group Co.Ltd(002233) all shareholders: in accordance with the provisions of the basic norms of enterprise internal control and its supporting guidelines and other internal control regulatory requirements (hereinafter referred to as the “enterprise internal control standard system”), combined with the internal control system and evaluation methods of the company (hereinafter referred to as the “company”), on the basis of daily and special supervision of internal control, We evaluated the effectiveness of the company’s internal control on December 31, 2021. 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 company’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 the company’s internal control defects in financial reporting, no major defects or important defects in the internal control of financial reporting were found 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 defects in the company’s internal control over non-financial reporting, no major defects or important defects in the internal control over non-financial reporting were found on the benchmark date of the internal control evaluation report. The board of Directors believes that the company has maintained effective internal control over non-financial reporting in all major aspects in accordance with the requirements of the enterprise’s internal control standard system and relevant regulations. 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.
3、 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 include: Guangdong Tapai Group Co.Ltd(002233) Jiaoling branch of Guangdong Guangdong Tapai Group Co.Ltd(002233) Co., Ltd., Huizhou tapai Cement Co., Ltd., Fujian tapai Cement Co., Ltd., Meizhou Jinta Cement Co., Ltd., Meizhou Guangdong Tapai Group Co.Ltd(002233) Jiaoling Xinda Rotary Kiln Cement Co., Ltd., Meizhou Meixian hengta Rotary Kiln Cement Co., Ltd Meizhou Meixian HENGFA building materials Co., Ltd., Meizhou Huashan Cement Co., Ltd., Meizhou tapai Marketing Co., Ltd., Guangdong tapai concrete Investment Co., Ltd., Meizhou Wenhua Mine Co., Ltd., Guangdong tapai Venture Capital Management Co., Ltd. and Guangdong tapai Environmental Protection Technology Co., Ltd; The total assets of the units included in the evaluation scope account for more than 95% of the total assets in the company’s consolidated financial statements, and the total operating revenue accounts for more than 95% of the total operating revenue in the company’s consolidated financial statements; The main businesses and matters included in the evaluation scope include: organizational structure, development strategy, human resources, corporate culture, capital activities, sales business, procurement business, major investment, asset management, financial report, information system, internal information transmission, etc; The high-risk areas of focus mainly include sales and collection control, procurement and payment control, related party transactions, major investment and capital security.
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.
(II) overview of internal control in 2021
1. Overall situation of internal control evaluation
In order to further standardize management and control business risks, the company has established an internal control evaluation team dominated by the personnel of the audit department under the guidance of the enterprise internal control standard system and in combination with the company’s own characteristics and management needs. The board of directors of the company is the leading body of internal control evaluation and is responsible for the authenticity of the internal control evaluation report; The audit committee of the board of directors of the company shall be responsible for the organization, leadership and supervision of internal control evaluation; The internal control evaluation team is responsible for formulating the internal control evaluation work plan, establishing the internal control evaluation methods, organizing the implementation of the company’s internal control evaluation, and preparing the internal control self-evaluation report and other materials.
2. Procedures and methods used in internal control
The internal control evaluation shall be carried out in strict accordance with the procedures specified in the enterprise’s internal control standard system and the company’s internal control evaluation measures. The basic processes include:
(1) Formulate the work plan: take the risk as the guidance, comprehensively consider the external supervision requirements, management needs, personnel resources and other conditions, and formulate the internal control evaluation work plan of this year.
(2) Form an evaluation team: select personnel with independence, professional competence and professional ethics to form an evaluation team according to the work tasks and schedule determined by the work plan.
(3) Implement on-site test: select a sample according to the test steps and sampling methods according to the internal control evaluation standards
The internal control unit shall carefully fill in the test results of the internal control unit and conduct the preliminary test of the internal control unit.
(4) Summarize and control the severity of defects on site according to the specified standards, and fully exchange opinions with the internal control department.
(5) Implement rectification measures. For the identified internal control defects, the evaluation team puts forward rectification suggestions, requires the responsible unit to rectify in time, and tracks the implementation of the rectification.
(6) Preparation of evaluation report: according to the annual internal control evaluation results and in accordance with the specified procedures and requirements, prepare the internal control evaluation report in time, and disclose it to the public or submit it to relevant departments after being approved by the board of directors.
During the evaluation, we comprehensively used the methods of individual interview, walk through test, field inspection, sampling and comparative analysis to widely collect the evidence of whether the company’s internal control design and operation are effective, truthfully fill in the evaluation working paper, and analyze and identify the defects of internal control. 3. Internal environment
The internal environment is the basis for enterprises to implement internal control, which generally includes governance structure, institutional setting and distribution of rights and responsibilities, development strategy, human resources policy, corporate culture and so on. The internal environment directly determines whether other controls can be implemented and the effect of implementation. As a listed company, the company actively creates a good internal environment based on the basic idea of standardized operation, which is mainly reflected in the following aspects:
(1) Governance structure, institutional setting and distribution of rights and responsibilities
Corporate governance structure
The company has continuously improved the corporate governance structure, established a modern enterprise system and standardized the company’s operation in strict accordance with the requirements of the company law, the securities law, the governance standards for listed companies, the stock listing rules of Shenzhen Stock Exchange and other relevant laws, regulations and provisions, The corporate governance structure of the company has met the requirements of the standards for the governance of listed companies.
General meeting of shareholders: since the listing of the company, the convening of the general meeting of shareholders and the hosting of the general meeting of shareholders have been carried out in accordance with the provisions of the articles of association, and the general meeting of shareholders has been witnessed by a witness lawyer. The convening and convening procedures of the general meeting of shareholders comply with the company law, the rules for the general meeting of shareholders of listed companies, the relevant requirements of the main board of Shenzhen Stock Exchange and the provisions of the articles of association. The general meeting of shareholders held by the company can treat all shareholders equally, ensure that minority shareholders enjoy equal status and ensure that all shareholders can fully exercise their rights. At the same time, when voting on related party transactions, related shareholders avoided.
Board of directors: the Fifth Board of directors of the company is composed of 7 directors, including 3 independent directors. The company sets up four special committees under the board of directors: audit, nomination, salary and assessment and strategy; All directors of the company can perform their duties and abide by the code of conduct of directors in strict accordance with the provisions and requirements of the company law, the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and the articles of association, and actively participate in the directors, supervisors and Training and learning of senior managers to improve the standard operation level. All members of the board of directors of the company are diligent and conscientious, earnestly perform the functions and powers conferred by the articles of association, and actively participate in all previous board meetings of the company, which has played a positive role in the scientific decision-making of the board of directors and promoting the sound development of the company. When voting on major events or other matters that have a significant impact on the company at the meeting of the board of directors, Strictly followed the relevant deliberation provisions of the rules of procedure of the board of directors, made prudent decisions, and effectively safeguarded the interests of minority shareholders. Board of supervisors: the board of supervisors of the company is composed of three supervisors, including one employee supervisor. The convening and convening procedures of the board of supervisors of the company comply with the relevant provisions of the Listing Rules of Shenzhen Stock Exchange, the articles of association and the rules of procedure of the board of supervisors. In the spirit of being responsible to shareholders, the supervisors of the company can supervise the behavior of directors and senior managers in performing their duties of the company, carefully review the quarterly, semi annual and annual financial statements, profit distribution plans and other matters of the company, supervise the compliance of the company’s 2020 annual report, 2021 quarterly report and semi annual report, and supervise the company’s major investments Supervise major financial decisions, supervise the company’s financial status and operating results, acquisition and sale of assets and related party transactions, and safeguard the legitimate rights and interests of the company and shareholders. The general manager of the company is responsible for presiding over the production, operation and management of the company. The company implements the general manager office meeting system under the responsibility of the general manager. Major issues shall be submitted by the general manager to the general manager office meeting for discussion. The general manager of the company strictly implements the working rules for the general manager, the senior managers of the company implement their rights and obligations according to law, and the shareholders’ rights and interests, the interests of the company and the legitimate rights and interests of employees are protected. Organization chart
Guangdong Tapai Group Co.Ltd(002233) organization chart general meeting of shareholders
Board of supervisors
Board of directors
Strategy Committee Nomination Committee Office of the board of directors remuneration and assessment committee audit committee
Financial management center and technical center
Securities Department of information management center
Management of production quality department audit department of material supply department
Administrative personnel department of mineral resources management department
New energy division
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