Guotai Junan Securities Co.Ltd(601211)
About Shandong Humon Smelting Co.Ltd(002237)
Verification opinions of internal control evaluation report in 2021
Guotai Junan Securities Co.Ltd(601211) (hereinafter referred to as ” Guotai Junan Securities Co.Ltd(601211) “) as the sponsor of Shandong Humon Smelting Co.Ltd(002237) (hereinafter referred to as ” Shandong Humon Smelting Co.Ltd(002237) ” or “the company”) for non-public offering of shares in 2020, In accordance with the requirements of relevant provisions such as the measures for the administration of securities issuance and listing recommendation business (2020), the stock listing rules of Shenzhen Stock Exchange (revised in 2022), the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 13 – recommendation business (revised in 2022), and the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board (revised in 2022), Checked the internal control evaluation report of Shandong Humon Smelting Co.Ltd(002237) 2021 and other related matters. The relevant verification conditions and opinions are as follows: I. the verification work carried out by the sponsor
Guotai Junan Securities Co.Ltd(601211) the sponsor representative consulted the minutes of the board of directors, general manager’s office meeting, internal audit report, annual internal control evaluation report, report of the board of supervisors, as well as various business and management rules and regulations, from the aspects of the company’s internal control environment, the construction of internal control system The integrity, rationality and effectiveness of its internal control system were verified in terms of the implementation of internal control. 2、 Internal control evaluation
(I) evaluation scope of internal control
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 subsidiaries (wholly owned subsidiaries: Yantai humon Geological Exploration Engineering Co., Ltd., Yantai humon construction and installation Co., Ltd., Weihai humon Chemical Co., Ltd., Yantai Henglian waste materials acquisition Co., Ltd., Yantai humon Mine Engineering Co., Ltd., Yantai humon Gold Investment Co., Ltd., Yantai humon Gold Hotel Co., Ltd., Huangshi Yuanzheng economic and Trade Co., Ltd., Yunnan xinbaihui economic and Trade Co., Ltd., Yantai Muping District humon occupation Co., Ltd.) Shandong Hengbang copper International Trading Co., Ltd. and Shanghai HENGBANG International Logistics Co., Ltd. and Yantai HENGBANG International Trading Co., Ltd; Holding subsidiary: Qixia Jinxing Mining Co., Ltd., which holds 65% equity. 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. The total operating income accounts for 100% of the total operating income in the company’s consolidated financial statements; The main businesses and matters included in the evaluation scope include: preparation and disclosure of the company’s financial report, procurement and sales, strategic development, organizational structure, corporate culture, human resources, investment and financing, budget, cost, procurement and sales, control over subsidiaries, general control of information system, related party transactions, assets, engineering projects, safety production management, information, law and internal supervision; The high-risk areas of focus mainly include the risk of product price fluctuation, the risk of price and quality fluctuation of purchased raw materials, the risk of market competition in sales, the risk of international trade policy environment, the risk of exchange rate change, the risk of market demand change, 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 in accordance with the standard system of enterprise internal control, the basic norms of enterprise internal control, the rules for the preparation and reporting of information disclosure of companies offering securities to the public No. 21 – General Provisions on annual internal control evaluation report and other laws and regulations, regulatory provisions and relevant provisions of the articles of association, and in combination with the actual situation of the company.
The board of directors of the company distinguished the internal control of financial report from the internal control of non-financial report according to the identification requirements for major defects, important defects and general defects of the enterprise internal control standard system, combined with the factors such as the company’s size, industry characteristics, risk preference and risk tolerance, and studied and determined the specific identification standards of internal control defects applicable to the company, which are consistent with the 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:
For the internal control defects related to financial statements, the degree of potential misstatement or misstatement of disclosure matters in the company’s annual financial statements is determined, and 5% of the pre tax profit of the current year is taken as the judgment standard of importance level. Potential misstatement amount ＜ 2.5% of pre tax profit is determined as general defect; 2.5% of pre tax profit ≤ potential misstatement amount ＜ 5% of pre tax profit is identified as an important defect; The potential misstatement amount ≥ 5% of the pre tax profit is determined as a major defect.
General defect important defect major defect
Potential misstatement amount of quantitative standard ＜ 25% of pre tax profit ≤ potential misstatement amount ≥ 25% of pre tax (degree of influence) profit; misstatement amount ＜ 5% of pre tax profit
Moist 5%
Relationship or and
Qualitative criteria (possibility) failure to take any action leads to failure to take any action, which leads to very low potential misstatement possibility, low potential misstatement possibility and great potential misstatement possibility
The qualitative criteria for the evaluation of internal control defects in financial reporting determined by the company are as follows:
Assuming that no measures are taken, the size of potential financial misstatement caused by this defect is taken as the judgment standard. Failure to take any action will lead to a very low possibility of potential misstatement, which is determined as a general defect; If no action is taken, the potential misstatement is unlikely to be determined as an important defect; Failure to take any action resulting in a high likelihood of potential misstatement is identified as a major defect. When there are the following signs, it increases the possibility of material defects. Therefore, special attention will be paid to the following situations: restate the previously published financial statements to correct the material misstatement caused by fraud or error; There are significant misstatements in the current financial statements, which are not found in the operation of internal control. 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:
Take 5% of the pre tax profit of this year as the judgment standard of importance level.
For internal control defects not related to financial statements, the degree of economic losses such as assets, income and profits of the company this year or the degree of deviation (negative deviation, i.e. failure to achieve) business objectives shall be determined. Economic loss less than 2.5% of pre tax profit is determined as general defect; 2.5% of pre tax profit ≤ economic loss 5% of pre tax profit is identified as an important defect; Economic loss ≥ 5% of pre tax profit is identified as major defect.
General defect important defect major defect
Quantitative standard economic loss ＜ 25% of pre tax profit ≤ economic loss ≥ 25% of pre tax profit (impact degree) ＜ 5% of pre tax profit
5%
Relationship or and
If the qualitative standard causes economic loss, operation causes economic loss, operation causes economic loss, and the operation (possibility) goal cannot be achieved, the possibility that the possible goal cannot be achieved is very small, and the possibility that the possible goal cannot be achieved is very great
The qualitative criteria for the evaluation of internal control defects in non-financial reporting determined by the company are as follows:
Assuming that no measures are taken, the possibility of economic loss caused by the defect is taken as the judgment standard. If no action is taken, the possibility of causing economic losses and failure to achieve business objectives is very small, which is determined as a general defect; Failure to take any action, resulting in economic losses and unlikely possibility of failure to achieve business objectives, is identified as an important defect; If no action is taken, it is highly likely to cause economic losses and fail to achieve business objectives, which is determined as a major defect. When there are the following signs, it increases the possibility of major defects. Therefore, special attention will be paid to the following situations: the supervision of internal control by the audit committee and internal audit institutions is ineffective; Any fraud of directors, supervisors and senior managers, and the anti fraud policies and procedures are not perfect; Improper control procedures for related party transactions; Lack of control over major investment and financing and other unconventional matters; Similar major litigation cases frequently occur in a business field; Fraud, violation of national laws and regulations, etc.
(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 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, the company found no major defects and important defects in internal control of non-financial reports during the reporting period. 3、 Description of other major matters related to internal control
During the reporting period, the company has no other internal control matters that may have a significant impact on investors’ understanding of the internal control evaluation report, evaluation of internal control or investment decisions. 4、 Evaluation conclusion of the company’s internal control
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.
5、 Opinions of the sponsor
Upon verification, Guotai Junan Securities Co.Ltd(601211) believes that: Shandong Humon Smelting Co.Ltd(002237) the current internal control system complies with the relevant provisions of the basic norms of enterprise internal control and its supporting guidelines, and maintains effective internal control related to enterprise business and management in all major aspects. The 2021 internal control evaluation report issued by the board of directors of the company truly and objectively reflects the construction and operation of its internal control system.
(there is no text on this page, which is the signature and seal page of Guotai Junan Securities Co.Ltd(601211) verification opinions on Shandong Humon Smelting Co.Ltd(002237) 2021 annual internal control evaluation report) sponsor representative (signature):
Yu Weijun, Jin Licheng
Guotai Junan Securities Co.Ltd(601211) mm / DD / yyyy
