Guosen Securities Co.Ltd(002736)
About satellite Chemical Co., Ltd
Verification opinions on self-evaluation report of internal control in 2021
Guosen Securities Co.Ltd(002736) (hereinafter referred to as ” Guosen Securities Co.Ltd(002736) ” or “sponsor”) as a sponsor of non-public offering of shares by satellite Chemical Co., Ltd. (hereinafter referred to as “satellite chemical” or “company”), In accordance with the provisions of relevant laws and regulations such as the measures for the administration of securities issuance and listing recommendation business, the guidelines for the recommendation of listed companies of Shenzhen Stock Exchange, 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, the self-evaluation report of satellite chemical’s internal control in 2021 was carefully and prudently verified. The details of verification are as follows:
1、 Verification work carried out by the recommendation institution
Guosen Securities Co.Ltd(002736) sponsor representatives communicate with directors, supervisors, senior managers, financial personnel, internal auditors and other personnel of the company by consulting the information of the general meeting of shareholders, the board of directors, the board of supervisors and other meetings of the company, various business and management systems of the company, information disclosure documents, the self-evaluation report on internal control of satellite Chemical Co., Ltd. in 2021 and other documents issued by the company, Checked the effectiveness of the company’s internal control.
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 self-evaluation report.
3、 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 the company and its wholly-owned subsidiaries and holding subsidiaries. The total assets of the units included in the evaluation scope 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.
The main operations and matters included in the scope of evaluation include:
Corporate Governance: corporate governance, development strategy, organizational structure, social responsibility and corporate culture; Business process level: fund activities, procurement business, asset management, sales business, project construction, guarantee business, safety and environmental protection, equity investment, financial report, comprehensive budget, contract management, raised funds management, related party transactions, internal information transmission, human resources management, information system and subsidiary control;
The high-risk areas of focus mainly include: capital activities, procurement business, asset management, sales business, project construction, equity investment, safety and environmental protection, guarantee business, contract management, etc.
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) basis of internal control evaluation and identification standard of internal control defects
The company organizes and carries out internal control evaluation according to the enterprise internal control standard system and the company’s internal control management system and evaluation methods.
The board of directors of the company studied and determined the internal control defects applicable to the company according to the identification requirements of the enterprise internal control standard system for major defects, important defects and general defects, combined with the company’s scale, industry characteristics, risk preference, risk tolerance and other factors, and distinguished the internal control of financial reports from the internal control of non-financial reports. The specific identification standards of internal control defects 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:
The quantitative standard takes the operating income and total assets as the measurement indicators. If the misstatement that may be caused or caused by the defect of internal control is related to the profit statement, it shall be measured by the operating revenue index. If the amount of misstatement in the financial report caused by the defect alone or in combination with other defects is less than 0.5% of the operating revenue, it is recognized as a general defect; If it is greater than or equal to 0.5% but less than 1% of the operating revenue, it is an important defect; If it is greater than or equal to 1% of the operating revenue, it is recognized as a major defect.
If the misstatement that may be caused or caused by the defect of internal control is related to the asset statement, it shall be measured by the indicator of total assets. If the amount of financial report misstatement that may be caused by the defect alone or in combination with other defects is less than 0.5% of the total assets, it is recognized as a general defect; If it is greater than or equal to 0.5% but less than 1% of the total assets, it is recognized as an important defect; If it is greater than or equal to 1% of the total assets, it is recognized as a major defect.
The qualitative criteria for the evaluation of internal control defects in financial reporting determined by the company are as follows:
Defects with the following characteristics are recognized as major defects:
A. The defect involves the fraud of directors, supervisors and senior managers of the company;
B. Defects indicate that there is no internal control supervision organization or the internal control supervision organization fails to perform its duties; C. There is a material misstatement identified by quantitative standards in the financial report, and the corresponding control activities fail to identify the misstatement.
Defects with the following characteristics are recognized as important defects:
A. Failure to select and apply accounting policies in accordance with GAAP;
B. No corresponding control mechanism has been established or implemented for the accounting treatment of unconventional or special transactions, and there is no corresponding compensatory control;
C. There is an important misstatement identified by quantitative standards in the financial report, and the corresponding control activities fail to identify the misstatement.
Defects other than major defects and important defects are recognized as general 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:
The quantitative standard takes the operating income and total assets as the measurement indicators. The losses that may be caused or caused by internal control defects are related to the profit statement, which shall be measured by the operating revenue index. If the amount of loss caused by the defect alone or in combination with other defects is less than 0.5% of the operating revenue, it shall be recognized as a general defect; If it is greater than or equal to 0.5% but less than 1% of the operating revenue, it is an important defect; If it is greater than or equal to 1% of the operating revenue, it is recognized as a major defect.
If the loss that may be caused or caused by the defect of internal control is related to the asset statement, it shall be measured by the indicator of total assets. If the amount of loss caused by the defect alone or together with other defects is less than 0.5% of the total assets, it is recognized as a general defect; If it is greater than or equal to 0.5% but less than 1% of the total assets, it is recognized as an important defect; If it is greater than or equal to 1% of the total assets, it is recognized as a major defect.
The qualitative criteria for the evaluation of internal control defects in non-financial reporting determined by the company are as follows:
Defects with the following characteristics are recognized as major defects:
A. Lack of democratic decision-making procedures and unscientific decision-making procedures, resulting in significant property losses to the company;
B. Serious violation of national laws and regulations;
C. Massive loss of key management personnel or important talents;
D. For high-risk posts and functional areas, no anti fraud procedures and control measures have been established;
E. Major defects in internal control evaluation have not been rectified in time.
Defects with the following characteristics are recognized as important defects:
A. The company’s important property losses identified according to the above quantitative standards due to management errors, and the control activities failed to prevent the losses;
B. Frequent negative news in the media;
C. Although the property loss does not meet the importance standard, the board of directors and management should still pay attention to it from the nature of the defect.
Defects other than major defects and important defects are recognized as general defects.
(III) 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 or 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 or important defects in the company’s internal control over non-financial reports were found during the reporting period.
4、 Description of other major matters related to internal control
During the reporting period, the company has no other internal control information that may have a significant impact on investors’ understanding of the internal control evaluation report, evaluation of internal control or investment decisions.
5、 Verification opinions of the recommendation institution
After verification, the sponsor believes that the company provided loans to related natural persons in 2021, and the sponsor has urged the company to take appropriate measures for rectification. In addition to the above circumstances, satellite chemical has established a relatively perfect corporate governance structure and relatively complete rules and regulations related to corporate governance and internal control, which have been effectively implemented. Satellite chemical’s self-evaluation report on internal control in 2021 basically reflects the establishment and implementation 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) on the verification opinions on the 2021 internal control self-evaluation report of satellite Chemical Co., Ltd.)
Sponsor representative:
Looking forward to Ji Chengyong
Guosen Securities Co.Ltd(002736) MM DD YY
