Zhangjiagang Guangda Special Material Co.Ltd(688186) : internal control evaluation report in 2021

Zhangjiagang Guangda Special Material Co.Ltd(688186)

Internal control evaluation report in 2021

Zhangjiagang Guangda Special Material Co.Ltd(688186) 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 normative system), combined with the company’s (hereinafter referred to as the company’s) internal control system and evaluation methods, and 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 (the benchmark date of internal control evaluation report). I 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. II Internal control evaluation conclusion 1 On the benchmark date of the internal control evaluation report, does the company have any major defects in the internal control of financial reporting

□ yes √ no

2. Evaluation conclusion of internal control over financial reporting

√ valid □ invalid

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. 3. Whether major defects in internal control over non-financial reporting are found

□ yes √ no

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.

4. Factors affecting the evaluation conclusion of internal control effectiveness from the benchmark date of internal control evaluation report to the date of issuance of internal control evaluation report □ applicable √ not applicable

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. 5. Whether the internal control audit opinion is consistent with the company’s evaluation conclusion on the effectiveness of internal control over financial reporting

√ yes □ No 6 Whether the disclosure of major defects in internal control of non-financial reports in the internal control audit report is consistent with the disclosure of the company’s internal control evaluation report √ yes □ no 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. 1. The main units included in the evaluation scope include Zhangjiagang Guangda Special Material Co.Ltd(688186) , Zhangjiagang Guangda iron and Steel Co., Ltd., Jiangsu Guangda Xinsheng International Trade Co., Ltd., Zhangjiagang Gangcun scrap metal recycling Co., Ltd., Rugao Hongmao Cast Steel Co., Ltd., Rugao Hongmao Heavy Forging Co., Ltd., Rugao Yongsheng scrap metal recycling Co., Ltd., Jiangsu Guangda Xinsheng Precision Intelligent Manufacturing Co., Ltd Deyang Guangda Dongqi New Material Co., Ltd. and Deyang Guangda Xinhong Technology Co., Ltd. 2 Proportion of units included in the scope of evaluation:

Proportion of indicators (%)

The ratio of the total assets of the units included in the evaluation scope to the total assets of the company’s consolidated financial statements is 100.00

The total operating income of the units included in the evaluation scope accounts for 100.00% of the total operating income in the company’s consolidated financial statements, accounting for 3.5% The main operations and matters included in the scope of evaluation include:

According to the risk oriented principle, the company determines the main units, businesses and matters included in the evaluation scope and high-risk areas. According to the principle of comprehensiveness and importance of internal control evaluation, the scope of this internal control evaluation includes all subsidiaries within the scope of statement consolidation of the company. The main businesses and matters included in the evaluation scope include: organizational structure, development strategy, human resources, social responsibility, corporate culture, capital activities, procurement business, asset management, sales business, research and development, engineering projects, business outsourcing, financial reporting, comprehensive budget and information system.

1. Organizational structure

The internal control structure of the company is composed of the general meeting of shareholders, the board of directors, the board of supervisors and the management, which respectively exercise the functions of the authority, decision-making body, supervision body and executive body, forming a corporate governance structure with various organizations performing their respective duties, coordinated operation and strong checks and balances.

2. Development strategy

The company has established a strategy and Development Committee under the board of directors, which is responsible to the board of directors, studies and puts forward suggestions on the company’s long-term development strategy and major investment decisions. Members of the strategy and Development Committee have strong comprehensive quality and practical experience, are familiar with the characteristics of the company’s business operation, have market sensitivity and comprehensive judgment ability, and understand the trend of national macro policies and the development trend of China’s foreign economy and industry. The qualifications and selection procedures of the members shall comply with the provisions of relevant laws and regulations and the articles of association. The company’s strategic planning defines the stage and degree of development, and determines the specific objectives, work tasks and implementation path of each development stage.

3. Human resources

The management of the company attaches great importance to the setting of the ability level required for specific jobs and the requirements for the knowledge and ability necessary to achieve this level. At present, the professional structure of the company’s employees is reasonable and the level of education is high. The company attaches importance to the cultivation of employees’ quality and 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 posts for a long time. The company’s existing human resource management system is more reasonable and effectively implemented.

In accordance with the labor contract law and relevant laws and regulations, and in combination with the actual situation of the company, the company has formulated a series of human resources policies such as personnel management system, employee manual, salary management system and performance management system, which defines the responsibilities, authorities, working conditions and work requirements of each functional post, so as to set posts and select people according to their posts, and avoid setting things or posts according to people, It ensures that the selected personnel can meet the requirements of post responsibilities. At the same time, establish and improve the incentive and restraint mechanism at the middle and senior levels, set up a scientific performance evaluation index system, and strictly assess and evaluate managers at all levels.

4. Social responsibility

In the process of production and development, while creating value for shareholders, actively fulfill social responsibilities.

The company actively promotes the performance of social responsibility and constantly sublimates the cognition of the concept of social responsibility; Combine social responsibility with corporate strategy, closely connect the interests of the company with the interests of employees, environmental protection and social responsibility, strive to build the harmonious development of the enterprise and society, and realize the social value of the enterprise.

5. Corporate culture

The company’s corporate culture construction is mainly in the charge of the company’s administrative and personnel department. Directors, supervisors, managers and other senior managers play a leading and exemplary role in the construction of corporate culture, drive and influence the whole team with their own excellent character and down-to-earth work style, and jointly create a positive corporate cultural environment.

Over the years of operation and development, the company has always adhered to the development concept of “integrity, innovation, equality and enterprising”, adhered to the basic strategy of “being specialized, refined and strong”, gave full play to the advantages of existing talents, technology, market and customers, timely grasped the changing trend of macro economy, terminal industry and global market, and made great efforts to build the company into an industry-leading manufacturer of advanced steel materials and special steel products.

6. Financial activities

In terms of daily fund management: the company’s fund expenditure is in accordance with the company’s regulations and signed and approved by the personnel with corresponding authority, strictly manage and control the fund collection and payment process, strictly standardize the fund revenue and expenditure conditions, procedures and approval authority, and ensure the effective control of fund payment.

Management of raised funds: the use and management principles of raised funds, the availability and storage of raised funds, the use and management of raised funds, the change of use of raised funds, the supervision and management of the use of raised funds and other links are clearly stipulated, which further standardizes the use and management of raised funds.

Financing management: according to the company’s development strategy requirements and fund use plan, reasonably design financing plans and schemes to ensure that the company’s funds can maintain daily operation needs while reducing capital costs and debt repayment risks.

7. Procurement business

The company has established the procurement management system, scrap iron management regulations, procurement management implementation rules and other relevant systems to manage the procurement business. The company has formulated job descriptions for relevant posts engaged in procurement business, clarified the responsibilities and post authorities of each post, ensured the separation of incompatible posts, and clarified their respective rights and responsibilities and mutual restriction requirements and measures in the links of purchase requisition and approval, inquiry and determination of suppliers, negotiation and approval of procurement contract, procurement execution, acceptance and relevant accounting records, payment application, approval and execution.

8. Asset management

The company has established a post responsibility system for physical asset management, which can effectively control the key links such as acceptance and warehousing, receiving and issuing, storage and disposal of physical assets, and has taken measures such as division of responsibilities, regular physical inventory and quality inspection, property records and account verification, which can effectively prevent the theft, damage and major loss of physical assets.

The company has established the fixed assets control and management system, which defines the control measures for the acquisition, acceptance, ownership handling, self use, safety prevention, technology upgrading and upgrading, disposal and transfer of fixed assets, defines the responsibilities and post authorities of each post, and ensures the separation of incompatible posts.

9. Sales business

According to the situation of customers and the characteristics of the company’s products, it has formulated corresponding management systems such as sales management system, management measures for sales price adjustment and sales policies, management system for customer credit review and management system for contract review, comprehensively combed the sales business process, standardized business operation, clarified post responsibilities and approval authority, and strengthened process control and risk management. The formulation and effective implementation of the above series of systems have greatly improved the work efficiency of the management and the company’s sales personnel, improved the market competitiveness of the company’s products, accelerated the return of the company’s funds and reduced the occurrence of bad debt losses.

10. Research and development

In order to strengthen the effective planning and implementation control of product R & D process, ensure the safety and integrity of R & D investment, and maximize the use of the company’s resources, the company has formulated R & D management system, intellectual property management system, control system for core technicians and other relevant systems to clarify the project approval review, R & D activities, project acceptance, development and utilization of R & D achievements Management requirements and control measures for intellectual property protection and other matters. Strictly standardize various activities of R & D business, effectively reduce R & D risks, reduce resource waste, ensure R & D quality, improve the efficiency and efficiency of R & D work, and improve the ability of R & D achievements transformation, application and protection measures.

11. Project

The company has formulated the engineering project management system, contract management measures and other relevant systems to clarify the division of responsibilities and approval authority of relevant departments and posts of the engineering project. The company has strong management in engineering project initiation, bidding, cost, construction and acceptance. 12. Business Outsourcing

The company has formulated the product outsourcing management system and other relevant systems to clarify the scope, methods, conditions and procedures of business outsourcing. The company has formulated job descriptions for relevant posts engaged in business outsourcing, clarified the responsibilities and post authorities of each post, ensured the separation of incompatible posts, and clarified their respective rights and responsibilities and mutual restriction requirements and measures in the links of outsourcing application and approval, inquiry and determination of contractors, negotiation and approval of outsourcing contracts, outsourcing execution, acceptance and relevant accounting records, payment application, approval and execution.

13. Financial Report

The company has formulated the financial management system, financial report management system and other relevant systems, defined the relevant processes such as the preparation, submission, analysis and utilization of financial reports, clearly standardized the division of responsibilities, scope of authority and approval procedures, scientific and reasonable organization setting and staffing, and separated incompatible posts in the preparation, review and disclosure of financial reports. The company has improved the authorization and approval system for the preparation, external provision, analysis and utilization of financial reports, including the examination and approval of preparation plans, accounting policies and accounting estimates, accounting treatment of major transactions and events, and the examination and approval of the contents of financial reports. In daily work, the company starts from the source of accounting records and establishes a regular verification system of daily information, so as to ensure the authenticity and integrity of financial reports, prevent the risk of subjective and intentional fabrication of false transactions, fictitious income and expenses, and the risk of inconsistency between the amount and content of accounting records and actual business due to the lack of professional ability of accountants.

14. Comprehensive budget

The company has formulated the comprehensive budget management system and other relevant systems according to the actual situation, required the company to implement the comprehensive budget, and defined the management requirements and methods of the management content, mode, preparation and review, implementation and control, adjustment, evaluation and assessment of the comprehensive budget.

The company’s budget management team is responsible for formulating budget management related policies, reviewing and determining budget objectives, coordinating budget matters, reviewing the draft budget and overall budget plan of each unit, and submitting them to the board of directors. The board of directors shall formulate and improve relevant budget preparation and management systems. The budget management team is responsible for drafting relevant systems of budget management, organizing and carrying out budget preparation, coordinating specific matters of the budget, preliminarily reviewing the draft budget of each unit, putting forward the overall budget plan, tracking and supervising the budget implementation process, regularly reporting the budget implementation, and organizing budget adjustment and evaluation. All functional units and subsidiaries are the budget preparation and implementation agencies. Be responsible for the preparation, implementation, analysis, monitoring and management of various budgets of the unit.

15. Information system

In order to provide timely and effective performance reports to the management, the company has established a perfect information system. The company has made clear provisions on the development and maintenance, access and change, data input and output, document storage and custody, network security and other aspects of the information system to ensure the safe and stable operation of the information system.

The company has formulated management systems such as information system construction system and information security management system to prevent the disclosure of sensitive information, strengthen internal control and comply with regulations